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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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88-0365922
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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One E. Washington Street, Suite 1400
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Phoenix
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Arizona
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85004
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 Par Value
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WAL
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New York Stock Exchange
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6.25% Subordinated Debentures due 2056
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WALA
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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ENTITIES / DIVISIONS:
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ABA
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Alliance Bank of Arizona
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HOA Services
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Homeowner Associations Services
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BON
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Bank of Nevada
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LVSP
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Las Vegas Sunset Properties
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Bridge
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Bridge Bank
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TPB
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Torrey Pines Bank
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Company
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Western Alliance Bancorporation and subsidiaries
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WA PWI
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Western Alliance Public Welfare Investments, LLC
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CSI
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CS Insurance Company
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WAB or Bank
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Western Alliance Bank
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FIB
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First Independent Bank
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WABT
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Western Alliance Business Trust
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HFF
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Hotel Franchise Finance
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WAL or Parent
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Western Alliance Bancorporation
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TERMS:
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ACL
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Allowance for Credit Losses
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FRB
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Federal Reserve Bank
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AFS
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Available-for-Sale
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FVO
|
Fair Value Option
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ALCO
|
Asset and Liability Management Committee
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GAAP
|
U.S. Generally Accepted Accounting Principles
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ALLL
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Allowance for Loan and Lease Losses
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GLBA
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Gramm-Leach-Bliley Act
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AOCI
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Accumulated Other Comprehensive Income
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GNMA
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Government National Mortgage Association
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APIC
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Additional paid in capital
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GSE
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Government-Sponsored Enterprise
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ARRC
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Alternative Reference Rate Committee
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HFI
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Held for Investment
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ASC
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Accounting Standards Codification
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HFS
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Held for Sale
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ASU
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Accounting Standards Update
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HTM
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Held-to-Maturity
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Basel Committee
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Basel Committee on Banking Supervision
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ICS
|
Insured Cash Sweep Service
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Basel III
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Banking Supervision's December 2010 final capital framework
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IRC
|
Internal Revenue Code
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BHCA
|
Bank Holding Company Act of 1956
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ISDA
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International Swaps and Derivatives Association
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BOD
|
Board of Directors
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IT
|
Information Technology
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BOLI
|
Bank Owned Life Insurance
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LIBOR
|
London Interbank Offered Rate
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CAMELS
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Capital Adequacy, Assets, Management Capability, Earnings, Liquidity, Sensitivity
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LIHTC
|
Low-Income Housing Tax Credit
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Capital Rules
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The FRB, the OCC, and the FDIC 2013 approved final rules
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MBS
|
Mortgage-Backed Securities
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CCO
|
Chief Credit Officer
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MOU
|
Memorandum of Understanding
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CDARS
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Certificate Deposit Account Registry Service
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NBL
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National Business Lines
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CDO
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Collateralized Debt Obligation
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NOL
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Net Operating Loss
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CECL
|
Current Expected Credit Loss
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NPV
|
Net Present Value
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CEO
|
Chief Executive Officer
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NYSE
|
New York Stock Exchange
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CET1
|
Common Equity Tier 1
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OCC
|
Office of the Comptroller of the Currency
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CFO
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Chief Financial Officer
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OCI
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Other Comprehensive Income
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CFPB
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Consumer Financial Protection Bureau
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OFAC
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Office of Foreign Asset Control
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CLO
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Collateralized Loan Obligation
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OREO
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Other Real Estate Owned
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CMO
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Collateralized Mortgage Obligation
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OTTI
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Other-than-Temporary Impairment
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COSO
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Committee of Sponsoring Organizations of the Treadway Commission
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PCAOB
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Public Company Accounting Oversight Board
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CRA
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Community Reinvestment Act
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PCI
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Purchased Credit Impaired
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CRE
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Commercial Real Estate
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PPNR
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Pre-Provision Net Revenue
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DIF
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FDIC's Deposit Insurance Fund
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ROU
|
Right of use
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Dodd-Frank Act
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The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
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SBA
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Small Business Administration
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DTA
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Deferred Tax Asset
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SBIC
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Small Business Investment Company
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DTL
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Deferred Tax Liability
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SBLF
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Small Business Lending Fund
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EGRRCPA
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The Economic Growth, Regulatory Relief, and Consumer Protection Act
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SEC
|
Securities and Exchange Commission
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EPS
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Earnings per share
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SERP
|
Supplemental Executive Retirement Plan
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EVE
|
Economic Value of Equity
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SLC
|
Senior Loan Committee
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Exchange Act
|
Securities Exchange Act of 1934, as amended
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SOFR
|
Secured Overnight Funding Rate
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FASB
|
Financial Accounting Standards Board
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SR
|
Supervision and Regulation Letters
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FCRA
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Fair Credit Reporting Act of 1971
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TCJA
|
Tax Cuts and Jobs Act of 2017
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FDIA
|
Federal Deposit Insurance Act
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TDR
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Troubled Debt Restructuring
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FDIC
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Federal Deposit Insurance Corporation
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TEB
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Tax Equivalent Basis
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FHLB
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Federal Home Loan Bank
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TSR
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Total Shareholder Return
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FHLMC
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Federal Home Loan Mortgage Corporation
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USDA
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United States Department of Agriculture
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FICO
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The Financing Corporation
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VIE
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Variable Interest Entity
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FNMA
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Federal National Mortgage Association
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XBRL
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eXtensible Business Reporting Language
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FRA
|
Federal Reserve Act
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Item 1.
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Business.
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Bank Name
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Headquarters
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Location Cities
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Total
Assets
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Net
Loans
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Deposits
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||||||
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(in millions)
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Western Alliance Bank
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Phoenix,
Arizona |
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Arizona: Chandler, Flagstaff, Gilbert, Mesa, Phoenix, Scottsdale, and Tucson
|
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$
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26,862.7
|
|
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$
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20,955.5
|
|
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$
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23,086.0
|
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Nevada: Carson City, Fallon, Reno, Sparks, Henderson, Las Vegas, Mesquite, and North Las Vegas
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||||||||||||||||
California: Beverly Hills, Carlsbad, Costa Mesa, La Mesa, Los Angeles, Menlo Park, Oakland, Palo Alto, Pleasanton, San Diego, San Francisco, and San Jose
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Other: Atlanta, Georgia; Boston, Massachusetts; and Reston, Virginia
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•
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Western Alliance Business Trust holds certain investment securities, municipal and non-profit loans, and leases.
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•
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WA PWI, LLC holds certain limited partnerships invested primarily in low income housing tax credits and small business investment corporations.
|
•
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BW Real Estate, Inc. operates as a real estate investment trust and holds certain real estate loans and related securities.
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•
|
Helios Prime, Inc. holds certain equity interests in renewable energy tax credit transactions.
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•
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Individual Credit Authorities. The credit approval levels for individual divisional and senior credit officers are set by policy and certain credit administration officers' approval authorities are established on a delegated basis.
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•
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Management Loan Committees. Credits in excess of individual divisional or senior credit officer approval authority are submitted to the appropriate divisional or NBL loan committee. The divisional committees consist of members of the Bank's senior management team of each division and the NBL loan committees consist of the Bank's divisional or senior credit officers.
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•
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Credit Administration. Credits in excess of the divisional or NBL loan committee approval authority require the additional approval of the Bank's CCO and any credits in excess of the CCO's individual approval authority are submitted to the WAB SLC. In addition, the SLC reviews all other loan approvals to any one new borrower in excess of established thresholds. The SLC is chaired by the WAB CCO and includes the Company’s CEO.
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Percent of Total Capital
|
||||
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Policy Limit
|
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Actual
|
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CRE
|
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435
|
%
|
|
232
|
%
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Commercial and industrial
|
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400
|
|
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289
|
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Construction and land development
|
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85
|
|
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59
|
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Residential real estate
|
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100
|
|
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66
|
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Consumer
|
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5
|
|
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2
|
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•
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"Special Mention" (Grade 6): Generally these are assets that possess potential weaknesses that warrant management's close attention. These loans may involve borrowers with adverse financial trends, higher debt to equity ratios, or weaker liquidity positions, but not to the degree of being considered a “problem loan” where risk of loss may be apparent. Loans in this category are usually performing as agreed, although there may be non-compliance with financial covenants.
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•
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“Substandard” (Grade 7): These assets are characterized by well-defined credit weaknesses and carry the distinct possibility that the Company will sustain some loss if such weakness or deficiency is not corrected. All loans 90 days or more past due and all loans on non-accrual status are considered at least "Substandard," unless extraordinary circumstances would suggest otherwise.
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•
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“Doubtful” (Grade 8): These assets have all the weaknesses inherent in those classified as "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, but because of certain known factors which may work to the advantage and strengthening of the asset (for example, capital injection, perfecting liens on additional collateral and refinancing plans), classification as an estimated loss is deferred until a more precise status may be determined.
|
•
|
“Loss” (Grade 9): These assets are considered uncollectible and having such little recoverable value that it is not practical to defer writing off the asset. This classification does not mean that the loan has absolutely no recovery or salvage value, but rather that it is not practicable or desirable to defer writing off the asset, even though partial recovery may be achieved in the future.
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Securities Category
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Basis Limit
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Percentage or Dollar Limit
|
|
Preferred stock
|
|
Common equity tier 1
|
|
10.0
|
%
|
Tax-exempt municipal securities
|
|
Total assets
|
|
5.0
|
%
|
Tax-exempt low income housing development bonds
|
|
Total capital
|
|
30.0
|
%
|
Investment grade corporate bond mutual funds
|
|
Tier 1 capital
|
|
5.0
|
%
|
Corporate debt holdings
|
|
Total assets
|
|
2.5
|
%
|
Commercial mortgage-backed securities
|
|
Aggregate purchases
|
|
$50.0 million
|
|
|
|
December 31,
|
||||||||||||
|
|
2019
|
|
2018
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
||||||
CDO
|
|
$
|
10,142
|
|
|
0.3
|
%
|
|
$
|
15,327
|
|
|
0.4
|
%
|
Commercial MBS issued by GSEs
|
|
94,253
|
|
|
2.4
|
|
|
100,106
|
|
|
2.7
|
|
||
Corporate debt securities
|
|
99,961
|
|
|
2.5
|
|
|
99,380
|
|
|
2.7
|
|
||
Municipal securities
|
|
7,773
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||
Private label residential MBS
|
|
1,129,227
|
|
|
28.4
|
|
|
924,594
|
|
|
25.0
|
|
||
Residential MBS issued by GSEs
|
|
1,412,060
|
|
|
35.6
|
|
|
1,530,124
|
|
|
41.4
|
|
||
Tax-exempt
|
|
1,039,962
|
|
|
26.2
|
|
|
841,573
|
|
|
22.8
|
|
||
Trust preferred securities
|
|
27,040
|
|
|
0.7
|
|
|
28,617
|
|
|
0.8
|
|
||
U.S. government sponsored agency securities
|
|
10,000
|
|
|
0.3
|
|
|
38,188
|
|
|
1.0
|
|
||
U.S. treasury securities
|
|
999
|
|
|
0.0
|
|
|
1,984
|
|
|
0.1
|
|
||
Total debt securities
|
|
$
|
3,831,417
|
|
|
96.5
|
%
|
|
$
|
3,579,893
|
|
|
96.9
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Equity securities
|
|
|
|
|
|
|
|
|
||||||
CRA investments
|
|
$
|
52,504
|
|
|
1.3
|
%
|
|
$
|
51,142
|
|
|
1.4
|
%
|
Preferred stock
|
|
86,197
|
|
|
2.2
|
|
|
63,919
|
|
|
1.7
|
|
||
Total equity securities
|
|
$
|
138,701
|
|
|
3.5
|
%
|
|
$
|
115,061
|
|
|
3.1
|
%
|
|
|
|
|
|
|
|
|
|
||||||
Total investment securities
|
|
$
|
3,970,118
|
|
|
100.0
|
%
|
|
$
|
3,694,954
|
|
|
100.0
|
%
|
•
|
knowledgeable and empowered bankers committed to providing personalized and responsive service that translates into long lasting relationships;
|
•
|
broad selection of cash management services offered; and
|
•
|
incentives to employees for business development and retention.
|
•
|
current and projected national and local economic conditions and the outlook for interest rates;
|
•
|
local competition;
|
•
|
loan and deposit positions and forecasts, including any concentrations in either; and
|
•
|
rates charged on FHLB advances and other funding sources.
|
|
|
December 31,
|
||||||||||||
|
|
2019
|
|
2018
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
|
|
(in thousands)
|
||||||||||||
Non-interest-bearing demand deposits
|
|
$
|
8,537,905
|
|
|
37.4
|
%
|
|
$
|
7,456,141
|
|
|
38.9
|
%
|
Interest-bearing transaction accounts
|
|
2,760,865
|
|
|
12.1
|
|
|
2,555,609
|
|
|
13.3
|
|
||
Savings and money market accounts
|
|
9,120,747
|
|
|
40.0
|
|
|
7,330,709
|
|
|
38.2
|
|
||
Time certificates of deposit ($250,000 or more)
|
|
1,426,133
|
|
|
6.3
|
|
|
1,009,900
|
|
|
5.3
|
|
||
Other time deposits
|
|
950,843
|
|
|
4.2
|
|
|
825,088
|
|
|
4.3
|
|
||
Total deposits
|
|
$
|
22,796,493
|
|
|
100.0
|
%
|
|
$
|
19,177,447
|
|
|
100.0
|
%
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||
|
In-Footprint
|
|
Out-of-Footprint
|
|
Total
|
|
In-Footprint
|
|
Out-of-Footprint
|
|
Total
|
||||||
Arizona
|
16.2
|
%
|
|
2.0
|
%
|
|
18.2
|
%
|
|
18.1
|
%
|
|
2.5
|
%
|
|
20.6
|
%
|
Nevada
|
10.0
|
|
|
0.7
|
|
|
10.7
|
|
|
11.1
|
|
|
0.2
|
|
|
11.3
|
|
Southern California
|
10.7
|
|
|
—
|
|
|
10.7
|
|
|
12.2
|
|
|
—
|
|
|
12.2
|
|
Northern California
|
5.7
|
|
|
0.5
|
|
|
6.2
|
|
|
6.8
|
|
|
0.5
|
|
|
7.3
|
|
HOA Services
|
0.3
|
|
|
0.8
|
|
|
1.1
|
|
|
0.3
|
|
|
0.9
|
|
|
1.2
|
|
Hotel Franchise Finance
|
2.8
|
|
|
6.3
|
|
|
9.1
|
|
|
1.5
|
|
|
6.9
|
|
|
8.4
|
|
Public & Nonprofit Finance
|
6.8
|
|
|
1.0
|
|
|
7.8
|
|
|
7.8
|
|
|
1.0
|
|
|
8.8
|
|
Technology & Innovation
|
2.4
|
|
|
4.9
|
|
|
7.3
|
|
|
2.4
|
|
|
4.4
|
|
|
6.8
|
|
Other NBLs
|
13.7
|
|
|
15.2
|
|
|
28.9
|
|
|
10.3
|
|
|
13.1
|
|
|
23.4
|
|
Total
|
68.6
|
%
|
|
31.4
|
%
|
|
100.0
|
%
|
|
70.5
|
%
|
|
29.5
|
%
|
|
100.0
|
%
|
Item 1A.
|
Risk Factors.
|
•
|
a decrease in deposit balances or the demand for loans and other products and services the Company offers;
|
•
|
an increase in the number of borrowers who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to the Company, which could lead to higher levels of nonperforming assets, net charge-offs, and provisions for credit losses;
|
•
|
a decrease in the value of loans and other assets or in the value of collateral;
|
•
|
a decrease in net interest income from the Company’s lending and deposit gathering activities;
|
•
|
an impairment of certain intangible assets such as goodwill; and
|
•
|
an increase in competition resulting from increasing consolidation within the financial services industry.
|
•
|
time and expense incurred while identifying, evaluating and negotiating potential acquisitions and transactions;
|
•
|
difficulty in accurately estimating the value of target companies or assets and in evaluating target companies' or assets’ credit, operations, management, and market risks;
|
•
|
potential payment of a premium over book and market values that may cause dilution of the Company’s tangible book value or earnings per share;
|
•
|
exposure to unknown or contingent liabilities of the target company;
|
•
|
potential exposure to asset quality issues of the target company;
|
•
|
difficulty of integrating the operations and personnel;
|
•
|
potential disruption of the Company’s ongoing business;
|
•
|
failure to retain key personnel at the acquired business;
|
•
|
inability of the Company’s management to maximize its financial and strategic position by the successful implementation of uniform product offerings and the incorporation of uniform technology into the Company’s product offerings and control systems; and
|
•
|
failure to realize any expected revenue increases, cost savings, and other projected benefits from an acquisition.
|
•
|
actual or anticipated changes in the political climate or public policy, including international trade policy;
|
•
|
sales of the Company’s equity securities;
|
•
|
the Company’s financial condition, performance, creditworthiness, and prospects;
|
•
|
quarterly variations in the Company’s operating results or the quality of its assets;
|
•
|
operating results that vary from the expectations of management, securities analysts, and investors;
|
•
|
changes in expectations as to the Company’s future financial performance;
|
•
|
announcements of strategic developments, acquisitions, and other material events by the Company or its competitors;
|
•
|
the operating and securities price performance of other companies that investors believe are comparable to the Company;
|
•
|
the credit, mortgage, and housing markets, the markets for securities relating to mortgages or housing, and developments with respect to financial institutions generally;
|
•
|
changes in interest rates and the slope of the yield curve;
|
•
|
changes in national and global financial markets and economies and general market conditions, such as interest or foreign exchange rates, stock, commodity or real estate valuations or volatility and other geopolitical, regulatory or judicial events; and
|
•
|
the Company’s past and future dividend and share repurchase practices.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
|
|
Total Number of Shares
Purchased (1)(2)
|
|
Average Price Paid Per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)
|
|
Approximate Dollar Value of Shares That May Yet to be Purchased Under the Plans or Programs
|
||||||
October 2019
|
|
21,998
|
|
|
$
|
48.80
|
|
|
20,000
|
|
|
$
|
97,874,800
|
|
November 2019
|
|
44,399
|
|
|
51.43
|
|
|
44,399
|
|
|
95,591,561
|
|
||
December 2019
|
|
24,530
|
|
|
53.23
|
|
|
24,400
|
|
|
94,293,079
|
|
||
Total
|
|
90,927
|
|
|
$
|
51.28
|
|
|
88,799
|
|
|
$
|
94,293,079
|
|
(1)
|
Shares purchased during the period outside of the publicly announced repurchase program were transferred to the Company from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock awards during the period.
|
(2)
|
On December 12, 2018, the Company announced that it had adopted a common stock repurchase program, pursuant to which the Company was authorized to repurchase up to $250 million of its shares of common stock through December 31, 2019. The Company had $94.3 million in authorized common stock repurchase capacity that expired under the original program as of December 31, 2019. The Company's common stock repurchase program was renewed through December 2020, authorizing the Company to repurchase up to an additional $250.0 million of its outstanding common stock.
|
Item 6.
|
Selected Financial Data.
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Results of Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$
|
1,225,045
|
|
|
$
|
1,033,483
|
|
|
$
|
845,513
|
|
|
$
|
700,506
|
|
|
$
|
525,144
|
|
Interest expense
|
|
184,633
|
|
|
117,604
|
|
|
60,849
|
|
|
43,293
|
|
|
32,568
|
|
|||||
Net interest income
|
|
1,040,412
|
|
|
915,879
|
|
|
784,664
|
|
|
657,213
|
|
|
492,576
|
|
|||||
Provision for credit losses
|
|
18,500
|
|
|
23,000
|
|
|
17,250
|
|
|
8,000
|
|
|
3,200
|
|
|||||
Net interest income after provision for credit losses
|
|
1,021,912
|
|
|
892,879
|
|
|
767,414
|
|
|
649,213
|
|
|
489,376
|
|
|||||
Non-interest income
|
|
65,095
|
|
|
43,116
|
|
|
45,344
|
|
|
42,915
|
|
|
29,768
|
|
|||||
Non-interest expense
|
|
482,781
|
|
|
425,667
|
|
|
360,941
|
|
|
330,949
|
|
|
260,606
|
|
|||||
Income before provision for income taxes
|
|
604,226
|
|
|
510,328
|
|
|
451,817
|
|
|
361,179
|
|
|
258,538
|
|
|||||
Income tax expense
|
|
105,055
|
|
|
74,540
|
|
|
126,325
|
|
|
101,381
|
|
|
64,294
|
|
|||||
Net income
|
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
325,492
|
|
|
$
|
259,798
|
|
|
$
|
194,244
|
|
|
|
As of and for the Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(dollars in thousands, except per share data)
|
||||||||||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share available to common stockholders - basic
|
|
$
|
4.86
|
|
|
$
|
4.16
|
|
|
$
|
3.12
|
|
|
$
|
2.52
|
|
|
$
|
2.05
|
|
Earnings per share available to common stockholders - diluted
|
|
4.84
|
|
|
4.14
|
|
|
3.10
|
|
|
2.50
|
|
|
2.03
|
|
|||||
Dividends paid per share
|
|
0.50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Book value per common share
|
|
29.42
|
|
|
24.90
|
|
|
21.14
|
|
|
18.00
|
|
|
15.44
|
|
|||||
Tangible book value per share1
|
|
26.54
|
|
|
22.07
|
|
|
18.31
|
|
|
15.17
|
|
|
12.54
|
|
|||||
Shares outstanding at period end
|
|
102,524
|
|
|
104,949
|
|
|
105,487
|
|
|
105,071
|
|
|
103,087
|
|
|||||
Weighted average shares outstanding - basic
|
|
102,667
|
|
|
104,669
|
|
|
104,179
|
|
|
103,042
|
|
|
94,570
|
|
|||||
Weighted average shares outstanding - diluted
|
|
103,133
|
|
|
105,370
|
|
|
104,997
|
|
|
103,843
|
|
|
95,219
|
|
|||||
Selected Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
434,596
|
|
|
$
|
498,572
|
|
|
$
|
416,768
|
|
|
$
|
284,491
|
|
|
$
|
224,640
|
|
Investment securities and money market investments
|
|
3,970,118
|
|
|
3,694,961
|
|
|
3,754,569
|
|
|
2,702,512
|
|
|
1,984,126
|
|
|||||
Loans, net of deferred loan fees and costs
|
|
21,123,296
|
|
|
17,710,629
|
|
|
15,093,935
|
|
|
13,208,436
|
|
|
11,136,663
|
|
|||||
Allowance for credit losses
|
|
167,797
|
|
|
152,717
|
|
|
140,050
|
|
|
124,704
|
|
|
119,068
|
|
|||||
Total assets
|
|
26,821,948
|
|
|
23,109,486
|
|
|
20,329,085
|
|
|
17,200,842
|
|
|
14,275,089
|
|
|||||
Total deposits
|
|
22,796,493
|
|
|
19,177,447
|
|
|
16,972,532
|
|
|
14,549,863
|
|
|
12,030,624
|
|
|||||
Other borrowings
|
|
—
|
|
|
491,000
|
|
|
390,000
|
|
|
80,000
|
|
|
150,000
|
|
|||||
Qualifying debt
|
|
393,563
|
|
|
360,458
|
|
|
376,905
|
|
|
367,937
|
|
|
210,328
|
|
|||||
Total stockholders' equity
|
|
3,016,748
|
|
|
2,613,734
|
|
|
2,229,698
|
|
|
1,891,529
|
|
|
1,591,502
|
|
|||||
Selected Other Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average assets
|
|
$
|
24,914,123
|
|
|
$
|
21,246,315
|
|
|
$
|
18,869,553
|
|
|
$
|
16,134,263
|
|
|
$
|
12,420,803
|
|
Average earning assets
|
|
23,586,512
|
|
|
20,064,545
|
|
|
17,770,939
|
|
|
15,117,364
|
|
|
11,621,977
|
|
|||||
Average stockholders' equity
|
|
2,845,379
|
|
|
2,411,709
|
|
|
2,079,287
|
|
|
1,770,914
|
|
|
1,323,952
|
|
|||||
Selected Financial and Liquidity Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
|
2.00
|
%
|
|
2.05
|
%
|
|
1.72
|
%
|
|
1.61
|
%
|
|
1.56
|
%
|
|||||
Return on average tangible common equity1
|
|
19.60
|
|
|
20.64
|
|
|
18.31
|
|
|
17.71
|
|
|
17.83
|
|
|||||
Net interest margin
|
|
4.52
|
|
|
4.68
|
|
|
4.65
|
|
|
4.58
|
|
|
4.51
|
|
|||||
Loan to deposit ratio
|
|
92.66
|
|
|
92.35
|
|
|
88.93
|
|
|
90.78
|
|
|
92.57
|
|
|||||
Capital Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tier 1 leverage ratio
|
|
10.6
|
%
|
|
10.9
|
%
|
|
10.3
|
%
|
|
9.9
|
%
|
|
9.8
|
%
|
|||||
Tier 1 capital ratio
|
|
10.9
|
|
|
11.1
|
|
|
10.8
|
|
|
10.5
|
|
|
10.2
|
|
|||||
Total capital ratio
|
|
12.8
|
|
|
13.2
|
|
|
13.3
|
|
|
13.2
|
|
|
12.2
|
|
|||||
Selected Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs (recoveries) to average loans outstanding
|
|
0.02
|
%
|
|
0.06
|
%
|
|
0.01
|
%
|
|
0.02
|
%
|
|
(0.06
|
)%
|
|||||
Non-accrual loans to gross loans
|
|
0.27
|
|
|
0.16
|
|
|
0.29
|
|
|
0.31
|
|
|
0.44
|
|
|||||
Non-accrual loans and repossessed assets to total assets
|
|
0.26
|
|
|
0.20
|
|
|
0.36
|
|
|
0.51
|
|
|
0.65
|
|
|||||
Loans past due 90 days or more and still accruing to gross loans
|
|
—
|
|
|
0.00
|
|
|
0.00
|
|
|
0.01
|
|
|
0.03
|
|
|||||
Allowance for credit losses to gross loans
|
|
0.80
|
|
|
0.86
|
|
|
0.93
|
|
|
0.95
|
|
|
1.07
|
|
|||||
Allowance for credit losses to non-accrual loans
|
|
299.81
|
|
|
550.41
|
|
|
318.84
|
|
|
309.65
|
|
|
246.10
|
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
•
|
Net income of $499.2 million for 2019, compared to $435.8 million for 2018
|
•
|
Diluted earnings per share of $4.84 for 2019, compared to $4.14 per share for 2018
|
•
|
Net operating revenue of $1.1 billion, constituting year-over-year growth of 13.1%, or $127.0 million, compared to an increase in operating non-interest expenses of 14.9%, or $62.2 million1
|
•
|
Operating PPNR increased $64.8 million to $618.3 million, compared to $553.5 million in 20181
|
•
|
Income tax expense increased $30.5 million to $105.1 million, compared to $74.5 million in 2018
|
•
|
Total loans of $21.1 billion, up $3.4 billion from December 31, 2018
|
•
|
Total deposits of $22.8 billion, up $3.6 billion from December 31, 2018
|
•
|
Stockholders' equity of $3.0 billion, an increase of $403.0 million from December 31, 2018
|
•
|
Nonperforming assets (nonaccrual loans and repossessed assets) increased to 0.26% of total assets, from 0.20% at December 31, 2018
|
•
|
Net loan charge-offs to average loans outstanding of 0.02% for 2019, compared to 0.06% for 2018
|
•
|
Net interest margin of 4.52% in 2019, compared to 4.68% in 2018
|
•
|
Return on average assets of 2.00% for 2019, compared to 2.05% for 2018
|
•
|
Tangible common equity ratio of 10.3%, compared to 10.2% at December 31, 20181
|
•
|
Tangible book value per share, net of tax, of $26.54, an increase of 20.3% from $22.07 at December 31, 20181
|
•
|
Operating efficiency ratio of 42.7% in 2019, compared to 41.9% in 20181
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(dollars in thousands, except per share amounts)
|
||||||||||
Net income
|
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
325,492
|
|
Earnings per share - basic
|
|
4.86
|
|
|
4.16
|
|
|
3.12
|
|
|||
Earnings per share - diluted
|
|
4.84
|
|
|
4.14
|
|
|
3.10
|
|
|||
Return on average assets
|
|
2.00
|
%
|
|
2.05
|
%
|
|
1.72
|
%
|
|||
Return on average tangible common equity1
|
|
19.60
|
|
|
20.64
|
|
|
18.31
|
|
|||
Net interest margin
|
|
4.52
|
|
|
4.68
|
|
|
4.65
|
|
|||
Operating efficiency ratio1
|
|
42.68
|
|
|
41.93
|
|
|
41.51
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Total assets
|
|
$
|
26,821,948
|
|
|
$
|
23,109,486
|
|
Total loans, net of deferred loan fees and costs
|
|
21,123,296
|
|
|
17,710,629
|
|
||
Securities and money market investments
|
|
3,970,118
|
|
|
3,694,961
|
|
||
Total deposits
|
|
22,796,493
|
|
|
19,177,447
|
|
||
Other borrowings
|
|
—
|
|
|
491,000
|
|
||
Qualifying debt
|
|
393,563
|
|
|
360,458
|
|
||
Stockholders' equity
|
|
3,016,748
|
|
|
2,613,734
|
|
||
Tangible common equity, net of tax1
|
|
2,721,061
|
|
|
2,316,464
|
|
|
|
At or for the Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Non-accrual loans
|
|
$
|
55,968
|
|
|
$
|
27,746
|
|
|
$
|
43,925
|
|
Repossessed assets
|
|
13,850
|
|
|
17,924
|
|
|
28,540
|
|
|||
Non-performing assets
|
|
98,174
|
|
|
82,722
|
|
|
114,939
|
|
|||
Loans past due 90 days and still accruing
|
|
—
|
|
|
594
|
|
|
43
|
|
|||
Non-accrual loans to gross loans
|
|
0.27
|
%
|
|
0.16
|
%
|
|
0.29
|
%
|
|||
Nonaccrual and repossessed assets to total assets
|
|
0.26
|
|
|
0.20
|
|
|
0.36
|
|
|||
Loans past due 90 days and still accruing to gross loans
|
|
—
|
|
|
0.00
|
|
|
0.00
|
|
|||
Allowance for credit losses to gross loans
|
|
0.80
|
|
|
0.86
|
|
|
0.93
|
|
|||
Allowance for credit losses to non-accrual loans
|
|
299.81
|
|
|
550.41
|
|
|
318.84
|
|
|||
Net charge-offs to average loans outstanding
|
|
0.02
|
|
|
0.06
|
|
|
0.01
|
|
|
|
Year Ended December 31,
|
|
Increase
|
||||||||
|
|
2019
|
|
2018
|
|
(Decrease)
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||
Consolidated Income Statement Data:
|
|
|
|
|
||||||||
Interest income
|
|
$
|
1,225,045
|
|
|
$
|
1,033,483
|
|
|
$
|
191,562
|
|
Interest expense
|
|
184,633
|
|
|
117,604
|
|
|
67,029
|
|
|||
Net interest income
|
|
1,040,412
|
|
|
915,879
|
|
|
124,533
|
|
|||
Provision for credit losses
|
|
18,500
|
|
|
23,000
|
|
|
(4,500
|
)
|
|||
Net interest income after provision for credit losses
|
|
1,021,912
|
|
|
892,879
|
|
|
129,033
|
|
|||
Non-interest income
|
|
65,095
|
|
|
43,116
|
|
|
21,979
|
|
|||
Non-interest expense
|
|
482,781
|
|
|
425,667
|
|
|
57,114
|
|
|||
Income before provision for income taxes
|
|
604,226
|
|
|
510,328
|
|
|
93,898
|
|
|||
Income tax expense
|
|
105,055
|
|
|
74,540
|
|
|
30,515
|
|
|||
Net income
|
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
63,383
|
|
Earnings per share - basic
|
|
$
|
4.86
|
|
|
$
|
4.16
|
|
|
$
|
0.70
|
|
Earnings per share - diluted
|
|
$
|
4.84
|
|
|
$
|
4.14
|
|
|
$
|
0.70
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Total non-interest income
|
|
$
|
65,095
|
|
|
$
|
43,116
|
|
|
$
|
45,344
|
|
Less:
|
|
|
|
|
|
|
||||||
Gain (loss) on sales of investment securities, net (1)
|
|
3,152
|
|
|
(7,656
|
)
|
|
2,343
|
|
|||
Fair value gain (loss) adjustments on assets measured at fair value, net (1)
|
|
5,119
|
|
|
(3,611
|
)
|
|
(1
|
)
|
|||
Total operating non-interest income
|
|
56,824
|
|
|
54,383
|
|
|
43,002
|
|
|||
Plus: net interest income
|
|
1,040,412
|
|
|
915,879
|
|
|
784,664
|
|
|||
Net operating revenue
|
|
$
|
1,097,236
|
|
|
$
|
970,262
|
|
|
$
|
827,666
|
|
|
|
|
|
|
|
|
||||||
Total non-interest expense
|
|
$
|
482,781
|
|
|
$
|
425,667
|
|
|
$
|
360,941
|
|
Less:
|
|
|
|
|
|
|
||||||
Contribution to charitable foundation (2)
|
|
—
|
|
|
7,645
|
|
|
—
|
|
|||
401(k) plan change and other miscellaneous items (2)
|
|
—
|
|
|
1,218
|
|
|
—
|
|
|||
Net loss (gain) on sales / valuations of repossessed and other assets (1)
|
|
3,818
|
|
|
9
|
|
|
(80
|
)
|
|||
Total operating non-interest expense
|
|
$
|
478,963
|
|
|
$
|
416,795
|
|
|
$
|
361,021
|
|
|
|
|
|
|
|
|
||||||
Operating pre-provision net revenue
|
|
$
|
618,273
|
|
|
$
|
553,467
|
|
|
$
|
466,645
|
|
Plus:
|
|
|
|
|
|
|
||||||
Revenue adjustments
|
|
8,271
|
|
|
(11,267
|
)
|
|
2,342
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Provision for credit losses
|
|
18,500
|
|
|
23,000
|
|
|
17,250
|
|
|||
Expense adjustments
|
|
3,818
|
|
|
8,872
|
|
|
(80
|
)
|
|||
Income before provision for income taxes
|
|
604,226
|
|
|
510,328
|
|
|
451,817
|
|
|||
Income tax expense
|
|
105,055
|
|
|
74,540
|
|
|
126,325
|
|
|||
Net income
|
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
325,492
|
|
(1)
|
The operating PPNR non-GAAP performance metric is adjusted to exclude the effects of this non-operational item.
|
(2)
|
The operating PPNR non-GAAP performance metric is adjusted to exclude the effects of these non-recurring items. See "Note 19. Related Party Transactions" for further information regarding the charitable contribution.
|
|
December 31
|
||||||
|
2019
|
|
2018
|
||||
|
(dollars and shares in thousands)
|
||||||
Total stockholders' equity
|
$
|
3,016,748
|
|
|
$
|
2,613,734
|
|
Less: goodwill and intangible assets
|
297,608
|
|
|
299,155
|
|
||
Total tangible stockholders' equity
|
2,719,140
|
|
|
2,314,579
|
|
||
Plus: deferred tax - attributed to intangible assets
|
1,921
|
|
|
1,885
|
|
||
Total tangible common equity, net of tax
|
$
|
2,721,061
|
|
|
$
|
2,316,464
|
|
|
|
|
|
||||
Total assets
|
$
|
26,821,948
|
|
|
$
|
23,109,486
|
|
Less: goodwill and intangible assets, net
|
297,608
|
|
|
299,155
|
|
||
Tangible assets
|
26,524,340
|
|
|
22,810,331
|
|
||
Plus: deferred tax - attributed to intangible assets
|
1,921
|
|
|
1,885
|
|
||
Total tangible assets, net of tax
|
$
|
26,526,261
|
|
|
$
|
22,812,216
|
|
|
|
|
|
||||
Tangible common equity ratio
|
10.3
|
%
|
|
10.2
|
%
|
||
Common shares outstanding
|
102,524
|
|
|
104,949
|
|
||
Book value per share
|
$
|
29.42
|
|
|
$
|
24.90
|
|
Tangible book value per share, net of tax
|
26.54
|
|
|
22.07
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(dollars in thousands)
|
||||||||||
Total operating non-interest expense
|
$
|
478,963
|
|
|
$
|
416,795
|
|
|
$
|
361,021
|
|
Divided by:
|
|
|
|
|
|
||||||
Total net interest income
|
$
|
1,040,412
|
|
|
$
|
915,879
|
|
|
$
|
784,664
|
|
Plus:
|
|
|
|
|
|
||||||
Tax equivalent interest adjustment
|
25,094
|
|
|
23,809
|
|
|
41,989
|
|
|||
Operating non-interest income
|
56,824
|
|
|
54,383
|
|
|
43,002
|
|
|||
Net operating revenue - TEB
|
$
|
1,122,330
|
|
|
$
|
994,071
|
|
|
$
|
869,655
|
|
Operating efficiency ratio - TEB
|
42.7
|
%
|
|
41.9
|
%
|
|
41.5
|
%
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(dollars in thousands)
|
||||||
Common Equity Tier 1:
|
|
|
|
||||
Common Equity
|
$
|
3,016,748
|
|
|
$
|
2,613,734
|
|
Less:
|
|
|
|
||||
Non-qualifying goodwill and intangibles
|
295,607
|
|
|
296,769
|
|
||
Disallowed deferred tax asset
|
2,243
|
|
|
768
|
|
||
AOCI related adjustments
|
21,379
|
|
|
(47,055
|
)
|
||
Unrealized gain on changes in fair value liabilities
|
3,629
|
|
|
13,432
|
|
||
Common Equity Tier 1
|
$
|
2,693,890
|
|
|
$
|
2,349,820
|
|
Divided by: Risk-weighted assets
|
$
|
25,390,142
|
|
|
$
|
21,983,976
|
|
Common Equity Tier 1 ratio
|
10.6
|
%
|
|
10.7
|
%
|
||
|
|
|
|
||||
Common Equity Tier 1
|
$
|
2,693,890
|
|
|
$
|
2,349,820
|
|
Plus:
|
|
|
|
||||
Trust preferred securities
|
81,500
|
|
|
81,500
|
|
||
Less:
|
|
|
|
||||
Disallowed deferred tax asset
|
—
|
|
|
—
|
|
||
Unrealized gain on changes in fair value liabilities
|
—
|
|
|
—
|
|
||
Tier 1 capital
|
$
|
2,775,390
|
|
|
$
|
2,431,320
|
|
Divided by: Tangible average assets
|
$
|
26,110,275
|
|
|
$
|
22,204,799
|
|
Tier 1 leverage ratio
|
10.6
|
%
|
|
10.9
|
%
|
||
|
|
|
|
||||
Total Capital:
|
|
|
|
||||
Tier 1 capital
|
$
|
2,775,390
|
|
|
$
|
2,431,320
|
|
Plus:
|
|
|
|
||||
Subordinated debt
|
305,732
|
|
|
305,131
|
|
||
Qualifying allowance for credit losses
|
167,797
|
|
|
152,717
|
|
||
Other
|
8,955
|
|
|
8,188
|
|
||
Less: Tier 2 qualifying capital deductions
|
—
|
|
|
—
|
|
||
Tier 2 capital
|
$
|
482,484
|
|
|
$
|
466,036
|
|
|
|
|
|
||||
Total capital
|
$
|
3,257,874
|
|
|
$
|
2,897,356
|
|
|
|
|
|
||||
Total capital ratio
|
12.8
|
%
|
|
13.2
|
%
|
||
|
|
|
|
||||
Classified assets to Tier 1 capital plus allowance for credit losses:
|
|
|
|
||||
Classified assets
|
$
|
171,246
|
|
|
$
|
242,101
|
|
Divided by:
|
|
|
|
||||
Tier 1 capital
|
2,775,390
|
|
|
2,431,320
|
|
||
Plus: Allowance for credit losses
|
167,797
|
|
|
152,717
|
|
||
Total Tier 1 capital plus allowance for credit losses
|
$
|
2,943,187
|
|
|
$
|
2,584,037
|
|
|
|
|
|
||||
Classified assets to Tier 1 capital plus allowance
|
5.8
|
%
|
|
9.4
|
%
|
|
|
Year Ended December 31,
|
||||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||
|
|
Average
Balance |
|
Interest
|
|
Average
Yield / Cost |
|
Average
Balance |
|
Interest
|
|
Average
Yield / Cost |
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||
Interest earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
8,200,542
|
|
|
$
|
461,918
|
|
|
5.78
|
%
|
|
$
|
7,039,090
|
|
|
$
|
387,422
|
|
|
5.68
|
%
|
CRE - non-owner occupied
|
|
4,629,580
|
|
|
270,353
|
|
|
5.85
|
|
|
3,952,702
|
|
|
234,753
|
|
|
5.95
|
|
||||
CRE - owner occupied
|
|
2,284,746
|
|
|
120,607
|
|
|
5.38
|
|
|
2,263,112
|
|
|
118,351
|
|
|
5.34
|
|
||||
Construction and land development
|
|
2,176,595
|
|
|
155,459
|
|
|
7.16
|
|
|
1,975,587
|
|
|
137,227
|
|
|
6.96
|
|
||||
Residential real estate
|
|
1,663,544
|
|
|
80,669
|
|
|
4.85
|
|
|
616,159
|
|
|
29,681
|
|
|
4.82
|
|
||||
Consumer
|
|
64,291
|
|
|
3,712
|
|
|
5.77
|
|
|
54,078
|
|
|
3,143
|
|
|
5.81
|
|
||||
Loans held for sale
|
|
5,556
|
|
|
352
|
|
|
6.34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total loans (1), (2), (3)
|
|
19,024,854
|
|
|
1,093,070
|
|
|
5.83
|
|
|
15,900,728
|
|
|
910,577
|
|
|
5.82
|
|
||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities - taxable
|
|
2,904,567
|
|
|
79,124
|
|
|
2.72
|
|
|
2,803,350
|
|
|
78,630
|
|
|
2.80
|
|
||||
Securities - tax-exempt
|
|
1,008,655
|
|
|
36,765
|
|
|
4.57
|
|
|
879,888
|
|
|
33,042
|
|
|
4.69
|
|
||||
Total securities (1)
|
|
3,913,222
|
|
|
115,889
|
|
|
3.20
|
|
|
3,683,238
|
|
|
111,672
|
|
|
3.26
|
|
||||
Other
|
|
648,436
|
|
|
16,086
|
|
|
2.48
|
|
|
480,579
|
|
|
11,234
|
|
|
2.34
|
|
||||
Total interest earning assets
|
|
23,586,512
|
|
|
1,225,045
|
|
|
5.30
|
|
|
20,064,545
|
|
|
1,033,483
|
|
|
5.27
|
|
||||
Non-interest earning assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
|
214,470
|
|
|
|
|
|
|
145,246
|
|
|
|
|
|
||||||||
Allowance for credit losses
|
|
(159,907
|
)
|
|
|
|
|
|
(146,288
|
)
|
|
|
|
|
||||||||
Bank owned life insurance
|
|
171,960
|
|
|
|
|
|
|
168,685
|
|
|
|
|
|
||||||||
Other assets
|
|
1,101,088
|
|
|
|
|
|
|
1,014,127
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
24,914,123
|
|
|
|
|
|
|
$
|
21,246,315
|
|
|
|
|
|
||||||
Interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing transaction accounts
|
|
$
|
2,545,806
|
|
|
$
|
20,988
|
|
|
0.82
|
%
|
|
$
|
1,891,160
|
|
|
$
|
11,584
|
|
|
0.61
|
%
|
Savings and money market accounts
|
|
8,125,832
|
|
|
95,533
|
|
|
1.18
|
|
|
6,501,241
|
|
|
54,962
|
|
|
0.85
|
|
||||
Certificates of deposit
|
|
2,117,177
|
|
|
41,884
|
|
|
1.98
|
|
|
1,748,675
|
|
|
23,918
|
|
|
1.37
|
|
||||
Total interest-bearing deposits
|
|
12,788,815
|
|
|
158,405
|
|
|
1.24
|
|
|
10,141,076
|
|
|
90,464
|
|
|
0.89
|
|
||||
Short-term borrowings
|
|
134,622
|
|
|
2,838
|
|
|
2.11
|
|
|
260,662
|
|
|
4,853
|
|
|
1.86
|
|
||||
Qualifying debt
|
|
379,675
|
|
|
23,390
|
|
|
6.16
|
|
|
362,410
|
|
|
22,287
|
|
|
6.15
|
|
||||
Total interest-bearing liabilities
|
|
13,303,112
|
|
|
184,633
|
|
|
1.39
|
|
|
10,764,148
|
|
|
117,604
|
|
|
1.09
|
|
||||
Interest cost of funding earning assets
|
|
|
|
|
|
0.78
|
%
|
|
|
|
|
|
0.59
|
%
|
||||||||
Non-interest-bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-interest-bearing demand deposits
|
|
8,246,232
|
|
|
|
|
|
|
7,712,791
|
|
|
|
|
|
||||||||
Other liabilities
|
|
519,400
|
|
|
|
|
|
|
357,667
|
|
|
|
|
|
||||||||
Stockholders’ equity
|
|
2,845,379
|
|
|
|
|
|
|
2,411,709
|
|
|
|
|
|
||||||||
Total liabilities and stockholders' equity
|
|
$
|
24,914,123
|
|
|
|
|
|
|
$
|
21,246,315
|
|
|
|
|
|
||||||
Net interest income and margin (4)
|
|
|
|
$
|
1,040,412
|
|
|
4.52
|
%
|
|
|
|
$
|
915,879
|
|
|
4.68
|
%
|
(1)
|
Yields on loans and securities have been adjusted to a TEB. The taxable-equivalent adjustment was $25.1 million and $23.8 million for 2019 and 2018, respectively.
|
(2)
|
Included in the yield computation are net loan fees of $56.2 million and accretion on acquired loans of $12.7 million for 2019, compared to $44.8 million and $18.6 million for 2018, respectively.
|
(3)
|
Includes non-accrual loans.
|
(4)
|
Net interest margin is computed by dividing net interest income by total average earning assets.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019 versus 2018
|
||||||||||
|
|
Increase (Decrease) Due to Changes in (1)
|
||||||||||
|
|
Volume
|
|
Rate
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
Interest income:
|
|
|
|
|
|
|
||||||
Loans:
|
|
|
|
|
|
|
||||||
Commercial and industrial
|
|
$
|
65,422
|
|
|
$
|
9,074
|
|
|
$
|
74,496
|
|
CRE - non-owner occupied
|
|
39,528
|
|
|
(3,928
|
)
|
|
35,600
|
|
|||
CRE - owner occupied
|
|
1,142
|
|
|
1,114
|
|
|
2,256
|
|
|||
Construction and land development
|
|
14,357
|
|
|
3,875
|
|
|
18,232
|
|
|||
Residential real estate
|
|
50,790
|
|
|
198
|
|
|
50,988
|
|
|||
Consumer
|
|
590
|
|
|
(21
|
)
|
|
569
|
|
|||
Loans held for sale
|
|
352
|
|
|
—
|
|
|
352
|
|
|||
Total loans
|
|
172,181
|
|
|
10,312
|
|
|
182,493
|
|
|||
Securities:
|
|
|
|
|
|
|
||||||
Securities - taxable
|
|
2,757
|
|
|
(2,263
|
)
|
|
494
|
|
|||
Securities - tax-exempt
|
|
4,693
|
|
|
(970
|
)
|
|
3,723
|
|
|||
Total securities
|
|
7,450
|
|
|
(3,233
|
)
|
|
4,217
|
|
|||
Other
|
|
4,164
|
|
|
688
|
|
|
4,852
|
|
|||
Total interest income
|
|
183,795
|
|
|
7,767
|
|
|
191,562
|
|
|||
|
|
|
|
|
|
|
||||||
Interest expense:
|
|
|
|
|
|
|
||||||
Interest-bearing transaction accounts
|
|
$
|
5,397
|
|
|
$
|
4,007
|
|
|
$
|
9,404
|
|
Savings and money market
|
|
19,100
|
|
|
21,471
|
|
|
40,571
|
|
|||
Time certificates of deposit
|
|
7,290
|
|
|
10,676
|
|
|
17,966
|
|
|||
Short-term borrowings
|
|
(2,657
|
)
|
|
642
|
|
|
(2,015
|
)
|
|||
Qualifying debt
|
|
1,064
|
|
|
39
|
|
|
1,103
|
|
|||
Total interest expense
|
|
30,194
|
|
|
36,835
|
|
|
67,029
|
|
|||
|
|
|
|
|
|
|
||||||
Net increase
|
|
$
|
153,601
|
|
|
$
|
(29,068
|
)
|
|
$
|
124,533
|
|
(1)
|
Changes due to both volume and rate have been allocated to volume changes.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
Increase (Decrease)
|
||||||
|
|
(in thousands)
|
||||||||||
Service charges and fees
|
|
$
|
23,353
|
|
|
$
|
22,295
|
|
|
$
|
1,058
|
|
Income from equity investments
|
|
8,290
|
|
|
8,595
|
|
|
(305
|
)
|
|||
Card income
|
|
6,979
|
|
|
8,009
|
|
|
(1,030
|
)
|
|||
Foreign currency income
|
|
4,987
|
|
|
4,760
|
|
|
227
|
|
|||
Income from bank owned life insurance
|
|
3,901
|
|
|
3,946
|
|
|
(45
|
)
|
|||
Lending related income and gains (losses) on sale of loans, net
|
|
3,158
|
|
|
4,340
|
|
|
(1,182
|
)
|
|||
Gain (loss) on sales of investment securities, net
|
|
3,152
|
|
|
(7,656
|
)
|
|
10,808
|
|
|||
Fair value gain (loss) adjustments on assets measured at fair value, net
|
|
5,119
|
|
|
(3,611
|
)
|
|
8,730
|
|
|||
Other income
|
|
6,156
|
|
|
2,438
|
|
|
3,718
|
|
|||
Total non-interest income
|
|
$
|
65,095
|
|
|
$
|
43,116
|
|
|
$
|
21,979
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
Increase (Decrease)
|
||||||
|
(in thousands)
|
||||||||||
Salaries and employee benefits
|
$
|
279,274
|
|
|
$
|
253,238
|
|
|
$
|
26,036
|
|
Legal, professional, and directors' fees
|
37,009
|
|
|
28,722
|
|
|
8,287
|
|
|||
Occupancy
|
32,507
|
|
|
29,404
|
|
|
3,103
|
|
|||
Deposit costs
|
31,719
|
|
|
18,900
|
|
|
12,819
|
|
|||
Data processing
|
30,577
|
|
|
22,716
|
|
|
7,861
|
|
|||
Insurance
|
11,924
|
|
|
14,005
|
|
|
(2,081
|
)
|
|||
Loan and repossessed asset expenses
|
7,571
|
|
|
4,578
|
|
|
2,993
|
|
|||
Business development
|
7,043
|
|
|
5,960
|
|
|
1,083
|
|
|||
Marketing
|
4,199
|
|
|
3,770
|
|
|
429
|
|
|||
Card expense
|
2,346
|
|
|
4,301
|
|
|
(1,955
|
)
|
|||
Intangible amortization
|
1,547
|
|
|
1,594
|
|
|
(47
|
)
|
|||
Net loss (gain) on sales / valuations of repossessed and other assets
|
3,818
|
|
|
9
|
|
|
3,809
|
|
|||
Other expense
|
33,247
|
|
|
38,470
|
|
|
(5,223
|
)
|
|||
Total non-interest expense
|
$
|
482,781
|
|
|
$
|
425,667
|
|
|
$
|
57,114
|
|
|
|
|
|
Regional Segments
|
||||||||||||||||
|
|
Consolidated Company
|
|
Arizona
|
|
Nevada
|
|
Southern California
|
|
Northern California
|
||||||||||
December 31, 2019
|
|
(in millions)
|
||||||||||||||||||
Loans, net of deferred loan fees and costs
|
|
$
|
21,123.3
|
|
|
$
|
3,847.9
|
|
|
$
|
2,252.5
|
|
|
$
|
2,253.9
|
|
|
$
|
1,311.2
|
|
Deposits
|
|
22,796.5
|
|
|
5,384.7
|
|
|
4,350.1
|
|
|
2,585.3
|
|
|
2,373.6
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net of deferred loan fees and costs
|
|
$
|
17,710.6
|
|
|
$
|
3,647.9
|
|
|
$
|
2,003.5
|
|
|
$
|
2,161.1
|
|
|
$
|
1,300.2
|
|
Deposits
|
|
19,177.4
|
|
|
5,090.2
|
|
|
3,996.4
|
|
|
2,347.5
|
|
|
1,839.1
|
|
Year Ended December 31, 2019
|
|
(in thousands)
|
||||||||||||||||||
Income (loss) before income taxes
|
|
$
|
604,226
|
|
|
$
|
156,493
|
|
|
$
|
111,001
|
|
|
$
|
73,649
|
|
|
$
|
53,079
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
|
$
|
510,328
|
|
|
$
|
139,047
|
|
|
$
|
99,322
|
|
|
$
|
59,334
|
|
|
$
|
48,132
|
|
|
|
National Business Lines
|
|
|
||||||||||||||||||||
|
|
HOA
Services
|
|
Public & Nonprofit Finance
|
|
Technology & Innovation
|
|
Hotel Franchise Finance
|
|
Other NBL
|
|
Corporate & Other
|
||||||||||||
December 31, 2019
|
|
(in millions)
|
||||||||||||||||||||||
Loans, net of deferred loan fees and costs
|
|
$
|
237.2
|
|
|
$
|
1,635.6
|
|
|
$
|
1,552.0
|
|
|
$
|
1,930.8
|
|
|
$
|
6,098.7
|
|
|
$
|
3.5
|
|
Deposits
|
|
3,210.1
|
|
|
0.1
|
|
|
3,771.5
|
|
|
—
|
|
|
36.9
|
|
|
1,084.2
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans, net of deferred loan fees and costs
|
|
$
|
210.0
|
|
|
$
|
1,547.5
|
|
|
$
|
1,200.9
|
|
|
$
|
1,479.9
|
|
|
$
|
4,154.9
|
|
|
$
|
4.7
|
|
Deposits
|
|
2,607.2
|
|
|
—
|
|
|
2,559.0
|
|
|
—
|
|
|
—
|
|
|
738.0
|
|
Year Ended December 31, 2019
|
|
(in thousands)
|
||||||||||||||||||||||
Income (loss) before income taxes
|
|
$
|
49,823
|
|
|
$
|
5,668
|
|
|
$
|
93,748
|
|
|
39,935
|
|
|
$
|
78,895
|
|
—
|
|
$
|
(58,065
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Year Ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) before income taxes
|
|
$
|
35,097
|
|
|
$
|
8,288
|
|
|
$
|
72,334
|
|
|
42,467
|
|
|
$
|
44,281
|
|
|
$
|
(37,974
|
)
|
|
|
At December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Debt securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CDO
|
|
$
|
10,142
|
|
|
$
|
15,327
|
|
|
$
|
21,857
|
|
|
$
|
13,490
|
|
|
$
|
10,060
|
|
Commercial MBS issued by GSEs
|
|
94,253
|
|
|
100,106
|
|
|
109,077
|
|
|
117,792
|
|
|
19,114
|
|
|||||
Corporate debt securities
|
|
99,961
|
|
|
99,380
|
|
|
103,483
|
|
|
64,144
|
|
|
13,251
|
|
|||||
Municipal securities
|
|
7,773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Private label commercial MBS
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,691
|
|
|||||
Private label residential MBS
|
|
1,129,227
|
|
|
924,594
|
|
|
868,524
|
|
|
433,685
|
|
|
257,128
|
|
|||||
Residential MBS issued by GSEs
|
|
1,412,060
|
|
|
1,530,124
|
|
|
1,689,295
|
|
|
1,356,258
|
|
|
1,171,702
|
|
|||||
Tax-exempt
|
|
1,039,962
|
|
|
841,573
|
|
|
765,960
|
|
|
500,312
|
|
|
334,830
|
|
|||||
Trust preferred securities
|
|
27,040
|
|
|
28,617
|
|
|
28,617
|
|
|
26,532
|
|
|
24,314
|
|
|||||
U.S. government sponsored agency securities
|
|
10,000
|
|
|
38,188
|
|
|
61,462
|
|
|
56,022
|
|
|
—
|
|
|||||
U.S. treasury securities
|
|
999
|
|
|
1,984
|
|
|
2,482
|
|
|
2,502
|
|
|
2,993
|
|
|||||
Total debt securities
|
|
$
|
3,831,417
|
|
|
$
|
3,579,893
|
|
|
$
|
3,650,757
|
|
|
$
|
2,570,737
|
|
|
$
|
1,838,083
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CRA investments
|
|
$
|
52,504
|
|
|
$
|
51,142
|
|
|
$
|
50,616
|
|
|
$
|
37,113
|
|
|
$
|
34,685
|
|
Preferred stock
|
|
86,197
|
|
|
63,919
|
|
|
53,196
|
|
|
94,662
|
|
|
111,236
|
|
|||||
Total equity securities
|
|
$
|
138,701
|
|
|
$
|
115,061
|
|
|
$
|
103,812
|
|
|
$
|
131,775
|
|
|
$
|
145,921
|
|
|
|
December 31, 2019
|
|||||||||||||||||||||||||||||||||
|
|
Due Under 1 Year
|
|
Due 1-5 Years
|
|
Due 5-10 Years
|
|
Due Over 10 Years
|
|
Total
|
|||||||||||||||||||||||||
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|||||||||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Tax-exempt
|
|
$
|
7,330
|
|
|
5.27
|
%
|
|
$
|
17,414
|
|
|
4.30
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
460,363
|
|
|
4.57
|
%
|
|
$
|
485,107
|
|
|
4.57
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Available-for-sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
CDO
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
50
|
|
|
—
|
%
|
|
$
|
50
|
|
|
—
|
%
|
Commercial MBS issued by GSEs (1)
|
|
—
|
|
|
—
|
|
|
18,445
|
|
|
2.26
|
|
|
1,680
|
|
|
4.28
|
|
|
74,937
|
|
|
2.28
|
|
|
95,062
|
|
|
2.31
|
|
|||||
Corporate debt securities
|
|
—
|
|
|
—
|
|
|
5,015
|
|
|
4.32
|
|
|
100,000
|
|
|
2.35
|
|
|
—
|
|
|
—
|
|
|
105,015
|
|
|
2.45
|
|
|||||
Municipal securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,494
|
|
|
5.57
|
|
|
7,494
|
|
|
5.57
|
|
|||||
Private label residential MBS (1)
|
|
99
|
|
|
5.39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,129,886
|
|
|
3.24
|
|
|
1,129,985
|
|
|
3.24
|
|
|||||
Residential MBS issued by GSEs (1)
|
|
3
|
|
|
5.26
|
|
|
1,423
|
|
|
2.74
|
|
|
8,429
|
|
|
2.53
|
|
|
1,396,739
|
|
|
2.66
|
|
|
1,406,594
|
|
|
2.66
|
|
|||||
Tax-exempt
|
|
—
|
|
|
—
|
|
|
9,751
|
|
|
3.58
|
|
|
39,236
|
|
|
3.43
|
|
|
481,742
|
|
|
3.01
|
|
|
530,729
|
|
|
3.05
|
|
|||||
Trust preferred securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,000
|
|
|
2.45
|
|
|
32,000
|
|
|
2.45
|
|
|||||
U.S. government sponsored agency securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
2.40
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
|
2.40
|
|
|||||
U.S. treasury securities
|
|
999
|
|
|
1.68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
999
|
|
|
1.68
|
|
|||||
Total AFS securities
|
|
$
|
1,101
|
|
|
2.02
|
%
|
|
$
|
34,634
|
|
|
2.95
|
%
|
|
$
|
159,345
|
|
|
2.65
|
%
|
|
$
|
3,122,848
|
|
|
2.92
|
%
|
|
$
|
3,317,928
|
|
|
2.91
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
CRA investments
|
|
$
|
44,555
|
|
|
2.89
|
%
|
|
$
|
5,250
|
|
|
2.51
|
%
|
|
$
|
3,000
|
|
|
3.00
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
52,805
|
|
|
2.86
|
%
|
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,514
|
|
|
5.81
|
|
|
82,514
|
|
|
5.81
|
|
|||||
Total equity securities
|
|
$
|
44,555
|
|
|
2.89
|
%
|
|
$
|
5,250
|
|
|
2.51
|
%
|
|
$
|
3,000
|
|
|
3.00
|
%
|
|
$
|
82,514
|
|
|
5.81
|
%
|
|
$
|
135,319
|
|
|
4.66
|
%
|
(1)
|
MBS are comprised of pools of loans with varying maturities, the majority of which are due after 10 years.
|
|
|
December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Loans, held for investment
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
$
|
9,391,760
|
|
|
$
|
7,765,100
|
|
|
$
|
6,841,247
|
|
|
$
|
5,859,446
|
|
|
$
|
5,264,856
|
|
Commercial real estate - non-owner occupied
|
|
5,261,018
|
|
|
4,223,427
|
|
|
3,911,313
|
|
|
3,549,876
|
|
|
2,289,480
|
|
|||||
Commercial real estate - owner occupied
|
|
2,320,237
|
|
|
2,329,205
|
|
|
2,245,060
|
|
|
2,015,671
|
|
|
2,085,738
|
|
|||||
Construction and land development
|
|
1,971,633
|
|
|
2,155,625
|
|
|
1,647,726
|
|
|
1,489,488
|
|
|
1,143,228
|
|
|||||
Residential real estate
|
|
2,147,652
|
|
|
1,203,613
|
|
|
425,291
|
|
|
258,734
|
|
|
322,265
|
|
|||||
Consumer
|
|
56,932
|
|
|
69,995
|
|
|
48,583
|
|
|
38,572
|
|
|
26,474
|
|
|||||
Deferred loan fees and costs
|
|
(47,739
|
)
|
|
(36,336
|
)
|
|
(25,285
|
)
|
|
(22,260
|
)
|
|
(19,187
|
)
|
|||||
Loans, net of deferred loan fees and costs
|
|
21,101,493
|
|
|
17,710,629
|
|
|
15,093,935
|
|
|
13,189,527
|
|
|
11,112,854
|
|
|||||
Allowance for credit losses
|
|
(167,797
|
)
|
|
(152,717
|
)
|
|
(140,050
|
)
|
|
(124,704
|
)
|
|
(119,068
|
)
|
|||||
Total loans HFI
|
|
$
|
20,933,696
|
|
|
$
|
17,557,912
|
|
|
$
|
14,953,885
|
|
|
$
|
13,064,823
|
|
|
$
|
10,993,786
|
|
|
|
Due in one year or less
|
|
Due after one year to five years
|
|
Due after five years
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Commercial and industrial
|
|
|
|
|
|
|
|
|
||||||||
Floating rate
|
|
$
|
2,451,864
|
|
|
$
|
3,441,591
|
|
|
$
|
1,369,159
|
|
|
$
|
7,262,614
|
|
Fixed rate
|
|
91,335
|
|
|
833,937
|
|
|
1,215,960
|
|
|
2,141,232
|
|
||||
Commercial real estate — non-owner occupied
|
|
|
|
|
|
|
|
|
||||||||
Floating rate
|
|
543,071
|
|
|
2,113,368
|
|
|
642,467
|
|
|
3,298,906
|
|
||||
Fixed rate
|
|
190,053
|
|
|
1,194,158
|
|
|
562,517
|
|
|
1,946,728
|
|
||||
Commercial real estate — owner occupied
|
|
|
|
|
|
|
|
|
||||||||
Floating rate
|
|
82,498
|
|
|
192,699
|
|
|
929,909
|
|
|
1,205,106
|
|
||||
Fixed rate
|
|
51,837
|
|
|
301,032
|
|
|
758,938
|
|
|
1,111,807
|
|
||||
Construction and land development
|
|
|
|
|
|
|
|
|
||||||||
Floating rate
|
|
746,293
|
|
|
932,849
|
|
|
142,057
|
|
|
1,821,199
|
|
||||
Fixed rate
|
|
24,303
|
|
|
57,846
|
|
|
48,808
|
|
|
130,957
|
|
||||
Residential real estate
|
|
|
|
|
|
|
|
|
||||||||
Floating rate
|
|
25,962
|
|
|
35,122
|
|
|
719,539
|
|
|
780,623
|
|
||||
Fixed rate
|
|
3,218
|
|
|
6,888
|
|
|
1,356,935
|
|
|
1,367,041
|
|
||||
Consumer
|
|
|
|
|
|
|
|
|
||||||||
Floating rate
|
|
31,735
|
|
|
12,063
|
|
|
2,350
|
|
|
46,148
|
|
||||
Fixed rate
|
|
3,477
|
|
|
3,509
|
|
|
3,949
|
|
|
10,935
|
|
||||
Total
|
|
$
|
4,245,646
|
|
|
$
|
9,125,062
|
|
|
$
|
7,752,588
|
|
|
$
|
21,123,296
|
|
|
|
December, 31
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Total non-accrual loans (1)
|
|
$
|
55,968
|
|
|
$
|
27,746
|
|
|
$
|
43,925
|
|
|
$
|
40,272
|
|
|
$
|
48,381
|
|
Loans past due 90 days or more on accrual status
|
|
—
|
|
|
594
|
|
|
43
|
|
|
1,067
|
|
|
3,028
|
|
|||||
Accruing troubled debt restructured loans
|
|
28,356
|
|
|
36,458
|
|
|
42,431
|
|
|
53,637
|
|
|
70,707
|
|
|||||
Total nonperforming loans, excluding loans acquired with deteriorated credit quality
|
|
84,324
|
|
|
64,798
|
|
|
86,399
|
|
|
94,976
|
|
|
122,116
|
|
|||||
Other impaired loans
|
|
31,979
|
|
|
47,454
|
|
|
12,155
|
|
|
4,233
|
|
|
6,758
|
|
|||||
Total impaired loans
|
|
$
|
116,303
|
|
|
$
|
112,252
|
|
|
$
|
98,554
|
|
|
$
|
99,209
|
|
|
$
|
128,874
|
|
Other assets acquired through foreclosure, net
|
|
$
|
13,850
|
|
|
$
|
17,924
|
|
|
$
|
28,540
|
|
|
$
|
47,815
|
|
|
$
|
43,942
|
|
Non-accrual loans to gross loans held for investment
|
|
0.27
|
%
|
|
0.16
|
%
|
|
0.29
|
%
|
|
0.31
|
%
|
|
0.44
|
%
|
|||||
Loans past due 90 days or more on accrual status to gross loans held for investment
|
|
—
|
|
|
0.00
|
|
|
0.00
|
|
|
0.01
|
|
|
0.03
|
|
|||||
Interest income that would have been recorded under the original terms of non-accrual loans
|
|
2,170
|
|
|
2,268
|
|
|
2,444
|
|
|
2,045
|
|
|
2,549
|
|
(1)
|
Includes non-accrual TDR loans of $10.6 million and $8.0 million at December 31, 2019 and 2018, respectively.
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||
|
|
Non-accrual
Balance |
|
Percent of Non-Accrual Balance
|
|
Percent of
Total HFI Loans |
|
Non-accrual
Balance |
|
Percent of Non-Accrual Balance
|
|
Percent of
Total HFI Loans |
||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Commercial and industrial
|
|
$
|
24,501
|
|
|
43.77
|
%
|
|
0.12
|
%
|
|
$
|
15,090
|
|
|
54.39
|
%
|
|
0.09
|
%
|
Commercial real estate
|
|
23,720
|
|
|
42.38
|
|
|
0.11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Construction and land development
|
|
2,147
|
|
|
3.84
|
|
|
0.01
|
|
|
476
|
|
|
1.71
|
|
|
0.00
|
|
||
Residential real estate
|
|
5,600
|
|
|
10.01
|
|
|
0.03
|
|
|
11,939
|
|
|
43.03
|
|
|
0.07
|
|
||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|
0.87
|
|
|
0.00
|
|
||
Total non-accrual loans
|
|
$
|
55,968
|
|
|
100.00
|
%
|
|
0.27
|
%
|
|
$
|
27,746
|
|
|
100.00
|
%
|
|
0.16
|
%
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||
|
|
Nonaccrual Loans
|
|
Percent of Segment's Total HFI Loans
|
|
Nonaccrual Loans
|
|
Percent of Segment's Total
HFI Loans |
||||||
|
|
(dollars in thousands)
|
||||||||||||
Arizona
|
|
$
|
29,062
|
|
|
0.76
|
%
|
|
$
|
8,312
|
|
|
0.23
|
%
|
Nevada
|
|
8,001
|
|
|
0.36
|
|
|
6,374
|
|
|
0.32
|
|
||
Southern California
|
|
1,759
|
|
|
0.08
|
|
|
8,564
|
|
|
0.40
|
|
||
Northern California
|
|
5,193
|
|
|
0.40
|
|
|
4,255
|
|
|
0.33
|
|
||
Public & Nonprofit Finance
|
|
2,147
|
|
|
0.13
|
|
|
—
|
|
|
—
|
|
||
Technology and Innovation
|
|
5,867
|
|
|
0.38
|
|
|
—
|
|
|
—
|
|
||
Other NBLs
|
|
3,939
|
|
|
0.06
|
|
|
241
|
|
|
0.00
|
|
||
Total non-accrual loans
|
|
$
|
55,968
|
|
|
0.27
|
%
|
|
$
|
27,746
|
|
|
0.16
|
%
|
|
|
December 31, 2019
|
||||||||||||||||||
|
|
Impaired
Balance |
|
Percent of Impaired Balance
|
|
Percent of
Total HFI Loans |
|
Reserve
Balance |
|
Percent of Reserve Balance
|
|
Percent of
Total Allowance |
||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Commercial and industrial
|
|
$
|
48,984
|
|
|
42.12
|
%
|
|
0.23
|
%
|
|
$
|
1,050
|
|
|
37.83
|
%
|
|
0.62
|
%
|
Commercial real estate
|
|
53,274
|
|
|
45.81
|
|
|
0.25
|
|
|
1,219
|
|
|
43.91
|
|
|
0.73
|
|
||
Construction and land development
|
|
8,421
|
|
|
7.23
|
|
|
0.04
|
|
|
507
|
|
|
18.26
|
|
|
0.30
|
|
||
Residential real estate
|
|
5,600
|
|
|
4.82
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Consumer
|
|
24
|
|
|
0.02
|
|
|
0.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total impaired loans
|
|
$
|
116,303
|
|
|
100.00
|
%
|
|
0.55
|
%
|
|
$
|
2,776
|
|
|
100.00
|
%
|
|
1.65
|
%
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Impaired
Balance |
|
Percent of Impaired Balance
|
|
Percent of
Total HFI Loans |
|
Reserve
Balance |
|
Percent of Reserve Balance
|
|
Percent of
Total Allowance |
||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Commercial and industrial
|
|
$
|
63,896
|
|
|
56.92
|
%
|
|
0.36
|
%
|
|
$
|
621
|
|
|
91.19
|
%
|
|
0.41
|
%
|
Commercial real estate
|
|
18,937
|
|
|
16.87
|
|
|
0.11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Construction and land development
|
|
9,403
|
|
|
8.38
|
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Residential real estate
|
|
19,744
|
|
|
17.59
|
|
|
0.11
|
|
|
60
|
|
|
8.81
|
|
|
0.04
|
|
||
Consumer
|
|
272
|
|
|
0.24
|
|
|
0.00
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total impaired loans
|
|
$
|
112,252
|
|
|
100.00
|
%
|
|
0.63
|
%
|
|
$
|
681
|
|
|
100.00
|
%
|
|
0.45
|
%
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Arizona
|
|
$
|
62,175
|
|
|
$
|
34,899
|
|
Nevada
|
|
25,667
|
|
|
33,860
|
|
||
Southern California
|
|
6,630
|
|
|
8,576
|
|
||
Northern California
|
|
9,878
|
|
|
4,928
|
|
||
Public & Nonprofit Finance
|
|
2,147
|
|
|
—
|
|
||
Technology & Innovation
|
|
5,867
|
|
|
29,748
|
|
||
Other NBLs
|
|
3,939
|
|
|
241
|
|
||
Total impaired loans
|
|
$
|
116,303
|
|
|
$
|
112,252
|
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Allowance for credit losses:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance at beginning of period
|
|
$
|
152,717
|
|
|
$
|
140,050
|
|
|
$
|
124,704
|
|
|
$
|
119,068
|
|
|
$
|
110,216
|
|
Provision charged to operating expense:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
3,039
|
|
|
13,198
|
|
|
14,268
|
|
|
10,638
|
|
|
18,411
|
|
|||||
Commercial real estate
|
|
11,674
|
|
|
2,177
|
|
|
5,347
|
|
|
(2,449
|
)
|
|
(9,762
|
)
|
|||||
Construction and land development
|
|
1,431
|
|
|
1,482
|
|
|
(2,805
|
)
|
|
1,732
|
|
|
(1,454
|
)
|
|||||
Residential real estate
|
|
2,620
|
|
|
5,867
|
|
|
318
|
|
|
(2,137
|
)
|
|
(3,539
|
)
|
|||||
Consumer
|
|
(264
|
)
|
|
276
|
|
|
122
|
|
|
216
|
|
|
(456
|
)
|
|||||
Total Provision
|
|
18,500
|
|
|
23,000
|
|
|
17,250
|
|
|
8,000
|
|
|
3,200
|
|
|||||
Recoveries of loans previously charged-off:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
(4,265
|
)
|
|
(2,427
|
)
|
|
(3,112
|
)
|
|
(3,991
|
)
|
|
(3,754
|
)
|
|||||
Commercial real estate
|
|
(909
|
)
|
|
(1,237
|
)
|
|
(2,897
|
)
|
|
(5,690
|
)
|
|
(4,139
|
)
|
|||||
Construction and land development
|
|
(91
|
)
|
|
(1,433
|
)
|
|
(1,229
|
)
|
|
(485
|
)
|
|
(1,872
|
)
|
|||||
Residential real estate
|
|
(412
|
)
|
|
(947
|
)
|
|
(1,778
|
)
|
|
(875
|
)
|
|
(2,181
|
)
|
|||||
Consumer
|
|
(25
|
)
|
|
(43
|
)
|
|
(84
|
)
|
|
(144
|
)
|
|
(203
|
)
|
|||||
Total recoveries
|
|
(5,702
|
)
|
|
(6,087
|
)
|
|
(9,100
|
)
|
|
(11,185
|
)
|
|
(12,149
|
)
|
|||||
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
|
8,120
|
|
|
15,034
|
|
|
8,186
|
|
|
12,477
|
|
|
5,550
|
|
|||||
Commercial real estate
|
|
139
|
|
|
233
|
|
|
2,269
|
|
|
728
|
|
|
—
|
|
|||||
Construction and land development
|
|
141
|
|
|
1
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|||||
Residential real estate
|
|
594
|
|
|
1,038
|
|
|
447
|
|
|
165
|
|
|
820
|
|
|||||
Consumer
|
|
128
|
|
|
114
|
|
|
102
|
|
|
161
|
|
|
127
|
|
|||||
Total charged-off
|
|
9,122
|
|
|
16,420
|
|
|
11,004
|
|
|
13,549
|
|
|
6,497
|
|
|||||
Net charge-offs (recoveries)
|
|
3,420
|
|
|
10,333
|
|
|
1,904
|
|
|
2,364
|
|
|
(5,652
|
)
|
|||||
Balance at end of period
|
|
$
|
167,797
|
|
|
$
|
152,717
|
|
|
$
|
140,050
|
|
|
$
|
124,704
|
|
|
$
|
119,068
|
|
Net charge-offs (recoveries) to average loans outstanding
|
|
0.02
|
%
|
|
0.06
|
%
|
|
0.01
|
%
|
|
0.02
|
%
|
|
(0.06
|
)%
|
|||||
Allowance for credit losses to gross loans
|
|
0.80
|
|
|
0.86
|
|
|
0.93
|
|
|
0.95
|
|
|
1.07
|
|
|||||
Allowance for credit losses to gross organic loans
|
|
0.82
|
|
|
0.92
|
|
|
1.03
|
|
|
1.11
|
|
|
1.23
|
|
|
|
Commercial and Industrial
|
|
Commercial Real Estate
|
|
Construction and Land Development
|
|
Residential Real Estate
|
|
Consumer
|
|
Total
|
||||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for credit losses
|
|
$
|
82,302
|
|
|
$
|
47,273
|
|
|
$
|
23,894
|
|
|
$
|
13,714
|
|
|
$
|
614
|
|
|
$
|
167,797
|
|
Percent of total allowance for credit losses
|
|
49.0
|
%
|
|
28.2
|
%
|
|
14.2
|
%
|
|
8.2
|
%
|
|
0.4
|
%
|
|
100.0
|
%
|
||||||
Percent of loan type to total HFI loans
|
|
44.5
|
|
|
35.8
|
|
|
9.2
|
|
|
10.2
|
|
|
0.3
|
|
|
100.0
|
|
||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for credit losses
|
|
$
|
83,118
|
|
|
$
|
34,829
|
|
|
$
|
22,513
|
|
|
$
|
11,276
|
|
|
$
|
981
|
|
|
$
|
152,717
|
|
Percent of total allowance for credit losses
|
|
54.4
|
%
|
|
22.8
|
%
|
|
14.8
|
%
|
|
7.4
|
%
|
|
0.6
|
%
|
|
100.0
|
%
|
||||||
Percent of loan type to total HFI loans
|
|
43.8
|
|
|
36.9
|
|
|
12.1
|
|
|
6.8
|
|
|
0.4
|
|
|
100.0
|
|
||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for credit losses
|
|
$
|
82,527
|
|
|
$
|
31,648
|
|
|
$
|
19,599
|
|
|
$
|
5,500
|
|
|
$
|
776
|
|
|
$
|
140,050
|
|
Percent of total allowance for credit losses
|
|
58.9
|
%
|
|
22.6
|
%
|
|
14.0
|
%
|
|
3.9
|
%
|
|
0.6
|
%
|
|
100.0
|
%
|
||||||
Percent of loan type to total HFI loans
|
|
45.2
|
|
|
40.8
|
|
|
10.9
|
|
|
2.8
|
|
|
0.3
|
|
|
100.0
|
|
||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for credit losses
|
|
$
|
73,333
|
|
|
$
|
25,673
|
|
|
$
|
21,175
|
|
|
$
|
3,851
|
|
|
$
|
672
|
|
|
$
|
124,704
|
|
Percent of total allowance for credit losses
|
|
58.8
|
%
|
|
20.6
|
%
|
|
17.0
|
%
|
|
3.1
|
%
|
|
0.5
|
%
|
|
100.0
|
%
|
||||||
Percent of loan type to total HFI loans
|
|
44.3
|
|
|
42.1
|
|
|
11.3
|
|
|
2.0
|
|
|
0.3
|
|
|
100.0
|
|
||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for Credit Losses
|
|
$
|
71,181
|
|
|
$
|
23,160
|
|
|
$
|
18,976
|
|
|
$
|
5,278
|
|
|
$
|
473
|
|
|
$
|
119,068
|
|
Percent of Total Allowance for Credit Losses
|
|
59.8
|
%
|
|
19.5
|
%
|
|
15.9
|
%
|
|
4.4
|
%
|
|
0.4
|
%
|
|
100.0
|
%
|
||||||
Percent of loan type to total HFI loans
|
|
47.4
|
|
|
39.3
|
|
|
10.2
|
|
|
2.9
|
|
|
0.2
|
|
|
100.0
|
|
|
|
December 31, 2019
|
|||||||||||
|
|
Number of Loans
|
|
Loan Balance
|
|
Percent of Loan Balance
|
|
Percent of Total HFI Loans
|
|||||
|
|
(dollars in thousands)
|
|||||||||||
Commercial and industrial
|
|
73
|
|
|
$
|
96,464
|
|
|
43.06
|
%
|
|
0.46
|
%
|
Commercial real estate
|
|
37
|
|
|
107,839
|
|
|
48.14
|
|
|
0.51
|
|
|
Construction and land development
|
|
10
|
|
|
18,971
|
|
|
8.47
|
|
|
0.09
|
|
|
Residential real estate
|
|
3
|
|
|
727
|
|
|
0.33
|
|
|
0.00
|
|
|
Consumer
|
|
1
|
|
|
10
|
|
|
0.00
|
|
|
0.00
|
|
|
Total
|
|
124
|
|
|
$
|
224,011
|
|
|
100.00
|
%
|
|
1.06
|
%
|
|
|
December 31, 2018
|
|||||||||||
|
|
Number of Loans
|
|
Loan Balance
|
|
Percent of Loan Balance
|
|
Percent of Total
HFI Loans |
|||||
|
|
(dollars in thousands)
|
|||||||||||
Commercial and industrial
|
|
107
|
|
|
$
|
125,585
|
|
|
62.37
|
%
|
|
0.71
|
%
|
Commercial real estate
|
|
42
|
|
|
71,116
|
|
|
35.32
|
|
|
0.40
|
|
|
Construction and land development
|
|
3
|
|
|
4,040
|
|
|
2.01
|
|
|
0.02
|
|
|
Residential real estate
|
|
1
|
|
|
527
|
|
|
0.26
|
|
|
0.00
|
|
|
Consumer
|
|
2
|
|
|
75
|
|
|
0.04
|
|
|
0.00
|
|
|
Total
|
|
155
|
|
|
$
|
201,343
|
|
|
100.00
|
%
|
|
1.13
|
%
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Core deposit intangibles
|
|
$
|
14,647
|
|
|
$
|
7,284
|
|
|
$
|
7,363
|
|
|
$
|
14,647
|
|
|
$
|
5,737
|
|
|
$
|
8,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Impairment
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Impairment
|
|
Net Carrying Amount
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade name
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
Average Balance
|
|
Rate
|
|
Average Balance
|
|
Rate
|
|
Average Balance
|
|
Rate
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Interest-bearing transaction accounts
|
|
$
|
2,545,806
|
|
|
0.82
|
%
|
|
$
|
1,891,160
|
|
|
0.61
|
%
|
|
$
|
1,467,231
|
|
|
0.27
|
%
|
Savings and money market accounts
|
|
8,125,832
|
|
|
1.18
|
|
|
6,501,241
|
|
|
0.85
|
|
|
6,208,057
|
|
|
0.42
|
|
|||
Certificates of deposit
|
|
2,117,177
|
|
|
1.98
|
|
|
1,748,675
|
|
|
1.37
|
|
|
1,560,896
|
|
|
0.76
|
|
|||
Total interest-bearing deposits
|
|
12,788,815
|
|
|
1.24
|
|
|
10,141,076
|
|
|
0.89
|
|
|
9,236,184
|
|
|
0.45
|
|
|||
Non-interest-bearing demand deposits
|
|
8,246,232
|
|
|
—
|
|
|
7,712,791
|
|
|
—
|
|
|
6,788,783
|
|
|
—
|
|
|||
Total deposits
|
|
$
|
21,035,047
|
|
|
0.75
|
%
|
|
$
|
17,853,867
|
|
|
0.51
|
%
|
|
$
|
16,024,967
|
|
|
0.26
|
%
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
3 months or less
|
|
$
|
945,551
|
|
|
$
|
682,549
|
|
3 to 6 months
|
|
596,467
|
|
|
446,847
|
|
||
6 to 12 months
|
|
597,496
|
|
|
409,736
|
|
||
Over 12 months
|
|
101,615
|
|
|
99,211
|
|
||
Total
|
|
$
|
2,241,129
|
|
|
$
|
1,638,343
|
|
|
|
|
|
December 31,
|
||||||
Name of Trust
|
|
Maturity
|
|
2019
|
|
2018
|
||||
At fair value
|
|
|
|
(in thousands)
|
||||||
BankWest Nevada Capital Trust II
|
|
2033
|
|
$
|
15,464
|
|
|
$
|
15,464
|
|
Intermountain First Statutory Trust I
|
|
2034
|
|
10,310
|
|
|
10,310
|
|
||
First Independent Statutory Trust I
|
|
2035
|
|
7,217
|
|
|
7,217
|
|
||
WAL Trust No. 1
|
|
2036
|
|
20,619
|
|
|
20,619
|
|
||
WAL Statutory Trust No. 2
|
|
2037
|
|
5,155
|
|
|
5,155
|
|
||
WAL Statutory Trust No. 3
|
|
2037
|
|
7,732
|
|
|
7,732
|
|
||
Total contractual balance
|
|
|
|
66,497
|
|
|
66,497
|
|
||
FVO on junior subordinated debt
|
|
|
|
(4,812
|
)
|
|
(17,812
|
)
|
||
Junior subordinated debt, at fair value
|
|
|
|
$
|
61,685
|
|
|
$
|
48,685
|
|
At amortized cost
|
|
|
|
|
|
|
||||
Bridge Capital Holdings Trust I
|
|
2035
|
|
$
|
12,372
|
|
|
$
|
12,372
|
|
Bridge Capital Holdings Trust II
|
|
2036
|
|
5,155
|
|
|
5,155
|
|
||
Total contractual balance
|
|
|
|
17,527
|
|
|
17,527
|
|
||
Purchase accounting adjustment, net of accretion (1)
|
|
|
|
(4,845
|
)
|
|
(5,155
|
)
|
||
Junior subordinated debt, at amortized cost
|
|
|
|
$
|
12,682
|
|
|
$
|
12,372
|
|
|
|
|
|
|
|
|
||||
Total junior subordinated debt
|
|
|
|
$
|
74,367
|
|
|
$
|
61,057
|
|
(1)
|
The purchase accounting adjustment is being amortized over the remaining life of the trusts, pursuant to accounting guidance.
|
|
|
Total Capital
|
|
Tier 1 Capital
|
|
Risk-Weighted Assets
|
|
Tangible Average Assets
|
|
Total Capital Ratio
|
|
Tier 1 Capital Ratio
|
|
Tier 1 Leverage Ratio
|
|
Common Equity
Tier 1 |
||||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
WAL
|
|
$
|
3,257,874
|
|
|
$
|
2,775,390
|
|
|
$
|
25,390,142
|
|
|
$
|
26,110,275
|
|
|
12.8
|
%
|
|
10.9
|
%
|
|
10.6
|
%
|
|
10.6
|
%
|
WAB
|
|
3,030,301
|
|
|
2,703,549
|
|
|
25,452,261
|
|
|
26,134,431
|
|
|
11.9
|
|
|
10.6
|
|
|
10.3
|
|
|
10.6
|
|
||||
Well-capitalized ratios
|
|
|
|
|
|
|
|
|
|
10.0
|
|
|
8.0
|
|
|
5.0
|
|
|
6.5
|
|
||||||||
Minimum capital ratios
|
|
|
|
|
|
|
|
|
|
8.0
|
|
|
6.0
|
|
|
4.0
|
|
|
4.5
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
WAL
|
|
$
|
2,897,356
|
|
|
$
|
2,431,320
|
|
|
$
|
21,983,976
|
|
|
$
|
22,204,799
|
|
|
13.2
|
%
|
|
11.1
|
%
|
|
10.9
|
%
|
|
10.7
|
%
|
WAB
|
|
2,628,650
|
|
|
2,317,745
|
|
|
22,040,765
|
|
|
22,209,700
|
|
|
11.9
|
|
|
10.5
|
|
|
10.4
|
|
|
10.5
|
|
||||
Well-capitalized ratios
|
|
|
|
|
|
|
|
|
|
10.0
|
|
|
8.0
|
|
|
5.0
|
|
|
6.5
|
|
||||||||
Minimum capital ratios
|
|
|
|
|
|
|
|
|
|
8.0
|
|
|
6.0
|
|
|
4.0
|
|
|
4.5
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5 Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Time deposit maturities
|
|
$
|
2,376,976
|
|
|
$
|
2,259,182
|
|
|
$
|
113,190
|
|
|
$
|
4,604
|
|
|
$
|
—
|
|
Qualifying debt
|
|
409,024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
409,024
|
|
|||||
Operating lease obligations
|
|
90,145
|
|
|
12,369
|
|
|
19,637
|
|
|
18,067
|
|
|
40,072
|
|
|||||
Purchase obligations
|
|
103,303
|
|
|
42,683
|
|
|
49,301
|
|
|
11,319
|
|
|
—
|
|
|||||
Total
|
|
$
|
2,979,448
|
|
|
$
|
2,314,234
|
|
|
$
|
182,128
|
|
|
$
|
33,990
|
|
|
$
|
449,096
|
|
|
|
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||
|
|
Total Amounts Committed
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5 Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Commitments to extend credit
|
|
$
|
8,348,421
|
|
|
$
|
2,873,303
|
|
|
$
|
3,170,848
|
|
|
$
|
1,299,506
|
|
|
$
|
1,004,764
|
|
Credit card commitments and financial guarantees
|
|
302,909
|
|
|
302,909
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
|
|
175,778
|
|
|
156,375
|
|
|
18,786
|
|
|
617
|
|
|
—
|
|
|||||
Total
|
|
$
|
8,827,108
|
|
|
$
|
3,332,587
|
|
|
$
|
3,189,634
|
|
|
$
|
1,300,123
|
|
|
$
|
1,004,764
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Customer Repurchase Accounts:
|
|
|
|
|
|
|
||||||
Maximum month-end balance
|
|
$
|
20,288
|
|
|
$
|
30,559
|
|
|
$
|
41,153
|
|
Balance at end of year
|
|
16,675
|
|
|
22,411
|
|
|
26,017
|
|
|||
Average balance
|
|
17,182
|
|
|
24,421
|
|
|
33,842
|
|
|||
Federal Funds Purchased
|
|
|
|
|
|
|
||||||
Maximum month-end balance
|
|
335,000
|
|
|
256,000
|
|
|
—
|
|
|||
Balance at end of year
|
|
—
|
|
|
256,000
|
|
|
—
|
|
|||
Average balance
|
|
67,851
|
|
|
20,542
|
|
|
—
|
|
|||
FHLB Advances:
|
|
|
|
|
|
|
||||||
Maximum month-end balance
|
|
380,000
|
|
|
625,000
|
|
|
440,000
|
|
|||
Balance at end of year
|
|
—
|
|
|
235,000
|
|
|
390,000
|
|
|||
Average balance
|
|
49,589
|
|
|
215,699
|
|
|
29,781
|
|
|||
Total Short-Term Borrowed Funds
|
|
$
|
16,675
|
|
|
$
|
513,411
|
|
|
$
|
416,017
|
|
Weighted average interest rate at end of year
|
|
0.15
|
%
|
|
2.46
|
%
|
|
1.33
|
%
|
|||
Weighted average interest rate during year
|
|
1.99
|
|
|
1.73
|
|
|
0.53
|
|
|
|
December 31, 2019
|
||||||
|
|
Available
Balance |
|
Outstanding Balance
|
||||
|
|
(in millions)
|
||||||
Unsecured fed funds credit lines at correspondent banks
|
|
$
|
1,215.0
|
|
|
$
|
—
|
|
•
|
4.5% CET1 to risk-weighted assets;
|
•
|
6.0% Tier 1 capital (that is, CET1 plus Additional Tier 1 capital) to risk-weighted assets;
|
•
|
8.0% Total capital (that is, Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
|
•
|
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (called “leverage ratio”).
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk.
|
|
|
Parallel Shift Rate Scenario
(change in basis points from Base) |
||||||||||||||
|
|
Down 100
|
|
Base
|
|
Up 100
|
|
Up 200
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Interest Income
|
|
$
|
1,198,091
|
|
|
$
|
1,302,915
|
|
|
$
|
1,437,503
|
|
|
$
|
1,576,092
|
|
Interest Expense
|
|
96,043
|
|
|
157,552
|
|
|
222,366
|
|
|
287,172
|
|
||||
Net Interest Income
|
|
1,102,048
|
|
|
1,145,363
|
|
|
1,215,137
|
|
|
1,288,920
|
|
||||
% Change
|
|
(3.8
|
)%
|
|
|
|
6.1
|
%
|
|
12.5
|
%
|
|
|
Interest Rate Ramp Scenario
(change in basis points from Base) |
||||||||||||||
|
|
Down 100
|
|
Base
|
|
Up 100
|
|
Up 200
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Interest Income
|
|
$
|
1,253,569
|
|
|
$
|
1,302,915
|
|
|
$
|
1,359,077
|
|
|
$
|
1,421,736
|
|
Interest Expense
|
|
127,741
|
|
|
157,552
|
|
|
172,436
|
|
|
186,619
|
|
||||
Net Interest Income
|
|
1,125,828
|
|
|
1,145,363
|
|
|
1,186,641
|
|
|
1,235,117
|
|
||||
% Change
|
|
(1.7
|
)%
|
|
|
|
3.6
|
%
|
|
7.8
|
%
|
|
|
Interest Rate Scenario (change in basis points from Base)
|
||||||||||||||||||||||
|
|
Down 100
|
|
Base
|
|
Up 100
|
|
Up 200
|
|
Up 300
|
|
Up 400
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Assets
|
|
$
|
27,618,706
|
|
|
$
|
27,087,840
|
|
|
$
|
26,546,699
|
|
|
$
|
26,026,259
|
|
|
$
|
25,542,390
|
|
|
$
|
25,085,162
|
|
Liabilities
|
|
22,634,719
|
|
|
22,035,566
|
|
|
21,519,248
|
|
|
21,072,481
|
|
|
20,685,165
|
|
|
20,346,458
|
|
||||||
Net Present Value
|
|
4,983,987
|
|
|
5,052,274
|
|
|
5,027,451
|
|
|
4,953,778
|
|
|
4,857,225
|
|
|
4,738,704
|
|
||||||
% Change
|
|
(1.4
|
)%
|
|
|
|
(0.5
|
)%
|
|
(1.9
|
)%
|
|
(3.9
|
)%
|
|
(6.2
|
)%
|
December 31,
|
||||||||||||||||||||
2019
|
|
2018
|
||||||||||||||||||
Notional
|
|
Net Value
|
|
Weighted Average Term (Years)
|
|
Notional
|
|
Net Value
|
|
Weighted Average Term (Years)
|
||||||||||
(dollars in thousands)
|
||||||||||||||||||||
$
|
872,595
|
|
|
$
|
(53,667
|
)
|
|
16.1
|
|
|
$
|
1,017,773
|
|
|
$
|
(42,477
|
)
|
|
15.8
|
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
PAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
We obtained an understanding of the relevant controls related to the evaluation and establishment of the qualitative reserve of the allowance for credit losses and tested such controls for design and operating effectiveness, including controls related to management’s assessment and review of the qualitative factor changes and conclusions.
|
•
|
We tested management’s process and significant judgments in the evaluation and establishment of the qualitative reserve of the allowance for credit losses, which included:
|
◦
|
Evaluating management’s considerations and data utilized as a basis for the adjustments relating to qualitative reserve factors, as well as testing the completeness and accuracy of the underlying data.
|
◦
|
Evaluating the reasonableness of management’s judgments related to the qualitative and quantitative assessment of the considerations and data utilized in the determination of qualitative general reserve factors and the resulting qualitative component of the allowance for credit losses.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands,
except shares and per share amounts) |
||||||
Assets:
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
185,977
|
|
|
$
|
180,053
|
|
Interest-bearing deposits in other financial institutions
|
|
248,619
|
|
|
318,519
|
|
||
Cash, cash equivalents, and restricted cash
|
|
434,596
|
|
|
498,572
|
|
||
Money market investments
|
|
—
|
|
|
7
|
|
||
Investment securities - AFS, at fair value; amortized cost of $3,317,928 at December 31, 2019 and $3,339,888 at December 31, 2018
|
|
3,346,310
|
|
|
3,276,988
|
|
||
Investment securities - HTM, at amortized cost; fair value of $516,261 at December 31, 2019 and $298,648 at December 31, 2018
|
|
485,107
|
|
|
302,905
|
|
||
Investment securities - equity
|
|
138,701
|
|
|
115,061
|
|
||
Investments in restricted stock, at cost
|
|
66,509
|
|
|
66,132
|
|
||
Loans - HFS
|
|
21,803
|
|
|
—
|
|
||
Loans, net of deferred loan fees and costs
|
|
21,101,493
|
|
|
17,710,629
|
|
||
Less: allowance for credit losses
|
|
(167,797
|
)
|
|
(152,717
|
)
|
||
Net loans held for investment
|
|
20,933,696
|
|
|
17,557,912
|
|
||
Premises and equipment, net
|
|
125,838
|
|
|
119,474
|
|
||
Operating lease right of use asset
|
|
72,558
|
|
|
—
|
|
||
Other assets acquired through foreclosure, net
|
|
13,850
|
|
|
17,924
|
|
||
Bank owned life insurance
|
|
174,046
|
|
|
170,145
|
|
||
Goodwill
|
|
289,895
|
|
|
289,895
|
|
||
Other intangible assets, net
|
|
7,713
|
|
|
9,260
|
|
||
Deferred tax assets, net
|
|
18,025
|
|
|
31,990
|
|
||
Investments in LIHTC and renewable energy
|
|
409,365
|
|
|
369,648
|
|
||
Other assets
|
|
283,936
|
|
|
283,573
|
|
||
Total assets
|
|
$
|
26,821,948
|
|
|
$
|
23,109,486
|
|
Liabilities:
|
|
|
|
|
||||
Deposits:
|
|
|
|
|
||||
Non-interest-bearing demand
|
|
$
|
8,537,905
|
|
|
$
|
7,456,141
|
|
Interest-bearing
|
|
14,258,588
|
|
|
11,721,306
|
|
||
Total deposits
|
|
22,796,493
|
|
|
19,177,447
|
|
||
Customer repurchase agreements
|
|
16,675
|
|
|
22,411
|
|
||
Other borrowings
|
|
—
|
|
|
491,000
|
|
||
Qualifying debt
|
|
393,563
|
|
|
360,458
|
|
||
Operating lease liability
|
|
78,112
|
|
|
—
|
|
||
Other liabilities
|
|
520,357
|
|
|
444,436
|
|
||
Total liabilities
|
|
23,805,200
|
|
|
20,495,752
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock - par value $0.0001; 200,000,000 authorized; 104,527,544 shares issued at December 31, 2019 and 106,741,870 at December 31, 2018
|
|
10
|
|
|
10
|
|
||
Treasury stock, at cost (2,003,873 shares at December 31, 2019 and 1,793,231 shares at December 31, 2018)
|
|
(62,728
|
)
|
|
(53,083
|
)
|
||
Additional paid in capital
|
|
1,374,141
|
|
|
1,417,724
|
|
||
Accumulated other comprehensive income (loss)
|
|
25,008
|
|
|
(33,622
|
)
|
||
Retained earnings
|
|
1,680,317
|
|
|
1,282,705
|
|
||
Total stockholders’ equity
|
|
3,016,748
|
|
|
2,613,734
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
26,821,948
|
|
|
$
|
23,109,486
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||
Interest income:
|
|
|
|
|
|
|
||||||
Loans, including fees
|
|
$
|
1,093,070
|
|
|
$
|
910,577
|
|
|
$
|
747,510
|
|
Investment securities
|
|
111,939
|
|
|
106,752
|
|
|
83,354
|
|
|||
Dividends
|
|
6,133
|
|
|
7,915
|
|
|
7,740
|
|
|||
Other
|
|
13,903
|
|
|
8,239
|
|
|
6,909
|
|
|||
Total interest income
|
|
1,225,045
|
|
|
1,033,483
|
|
|
845,513
|
|
|||
Interest expense:
|
|
|
|
|
|
|
||||||
Deposits
|
|
158,405
|
|
|
90,464
|
|
|
41,965
|
|
|||
Other borrowings
|
|
1,372
|
|
|
4,329
|
|
|
561
|
|
|||
Qualifying debt
|
|
23,390
|
|
|
22,287
|
|
|
18,273
|
|
|||
Other
|
|
1,466
|
|
|
524
|
|
|
50
|
|
|||
Total interest expense
|
|
184,633
|
|
|
117,604
|
|
|
60,849
|
|
|||
Net interest income
|
|
1,040,412
|
|
|
915,879
|
|
|
784,664
|
|
|||
Provision for credit losses
|
|
18,500
|
|
|
23,000
|
|
|
17,250
|
|
|||
Net interest income after provision for credit losses
|
|
1,021,912
|
|
|
892,879
|
|
|
767,414
|
|
|||
Non-interest income:
|
|
|
|
|
|
|
||||||
Service charges and fees
|
|
23,353
|
|
|
22,295
|
|
|
20,346
|
|
|||
Income from equity investments
|
|
8,290
|
|
|
8,595
|
|
|
4,496
|
|
|||
Card income
|
|
6,979
|
|
|
8,009
|
|
|
6,313
|
|
|||
Foreign currency income
|
|
4,987
|
|
|
4,760
|
|
|
3,536
|
|
|||
Income from bank owned life insurance
|
|
3,901
|
|
|
3,946
|
|
|
3,861
|
|
|||
Lending related income and gains (losses) on sale of loans, net
|
|
3,158
|
|
|
4,340
|
|
|
2,212
|
|
|||
Gain (loss) on sales of investment securities, net
|
|
3,152
|
|
|
(7,656
|
)
|
|
2,343
|
|
|||
Fair value gain (loss) adjustments on assets measured at fair value, net
|
|
5,119
|
|
|
(3,611
|
)
|
|
(1
|
)
|
|||
Other income
|
|
6,156
|
|
|
2,438
|
|
|
2,238
|
|
|||
Total non-interest income
|
|
65,095
|
|
|
43,116
|
|
|
45,344
|
|
|||
Non-interest expense:
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
279,274
|
|
|
253,238
|
|
|
214,344
|
|
|||
Legal, professional, and directors' fees
|
|
37,009
|
|
|
28,722
|
|
|
29,814
|
|
|||
Occupancy
|
|
32,507
|
|
|
29,404
|
|
|
27,860
|
|
|||
Deposit costs
|
|
31,719
|
|
|
18,900
|
|
|
9,731
|
|
|||
Data processing
|
|
30,577
|
|
|
22,716
|
|
|
19,225
|
|
|||
Insurance
|
|
11,924
|
|
|
14,005
|
|
|
14,042
|
|
|||
Loan and repossessed asset expenses
|
|
7,571
|
|
|
4,578
|
|
|
4,617
|
|
|||
Business development
|
|
7,043
|
|
|
5,960
|
|
|
6,128
|
|
|||
Marketing
|
|
4,199
|
|
|
3,770
|
|
|
3,804
|
|
|||
Card expense
|
|
2,346
|
|
|
4,301
|
|
|
3,413
|
|
|||
Intangible amortization
|
|
1,547
|
|
|
1,594
|
|
|
2,074
|
|
|||
Net loss (gain) on sales / valuations of repossessed and other assets
|
|
3,818
|
|
|
9
|
|
|
(80
|
)
|
|||
Other expense
|
|
33,247
|
|
|
38,470
|
|
|
25,969
|
|
|||
Total non-interest expense
|
|
482,781
|
|
|
425,667
|
|
|
360,941
|
|
|||
Income before provision for income taxes
|
|
604,226
|
|
|
510,328
|
|
|
451,817
|
|
|||
Income tax expense
|
|
105,055
|
|
|
74,540
|
|
|
126,325
|
|
|||
Net income
|
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
325,492
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||
Earnings per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
4.86
|
|
|
$
|
4.16
|
|
|
$
|
3.12
|
|
Diluted
|
|
4.84
|
|
|
4.14
|
|
|
3.10
|
|
|||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
102,667
|
|
|
104,669
|
|
|
104,179
|
|
|||
Diluted
|
|
103,133
|
|
|
105,370
|
|
|
104,997
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Net income
|
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
325,492
|
|
Other comprehensive income (loss), net:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on AFS securities, net of tax effect of $(23,205), $13,354, and $(3,973), respectively
|
|
71,222
|
|
|
(40,808
|
)
|
|
6,334
|
|
|||
Unrealized (loss) gain on SERP, net of tax effect of $138, $24, and $(79), respectively
|
|
(412
|
)
|
|
(77
|
)
|
|
264
|
|
|||
Unrealized (loss) gain on junior subordinated debt, net of tax effect of $3,197, $(1,857), and $2,220, respectively
|
|
(9,804
|
)
|
|
5,693
|
|
|
(3,604
|
)
|
|||
Realized (gain) loss on sale of AFS securities included in income, net of tax effect of $776, $(1,883), and $899, respectively
|
|
(2,376
|
)
|
|
5,773
|
|
|
(1,444
|
)
|
|||
Net other comprehensive income (loss)
|
|
58,630
|
|
|
(29,419
|
)
|
|
1,550
|
|
|||
Comprehensive income
|
|
$
|
557,801
|
|
|
$
|
406,369
|
|
|
$
|
327,042
|
|
|
|
Common Stock
|
|
Additional Paid in Capital
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive (Loss) Income
|
|
Retained Earnings
|
|
Total Stockholders’ Equity
|
|||||||||||||||
|
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Balance, December 31, 2016
|
|
105,071
|
|
|
$
|
10
|
|
|
$
|
1,400,140
|
|
|
$
|
(26,362
|
)
|
|
$
|
(4,695
|
)
|
|
$
|
522,436
|
|
|
$
|
1,891,529
|
|
Balance, January 1, 2017 (1)
|
|
105,071
|
|
|
10
|
|
|
1,400,140
|
|
|
(26,362
|
)
|
|
(4,695
|
)
|
|
522,974
|
|
|
1,892,067
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
325,492
|
|
|
325,492
|
|
||||||
Exercise of stock options
|
|
38
|
|
|
—
|
|
|
846
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
846
|
|
||||||
Restricted stock, performance stock units, and other grants, net
|
|
648
|
|
|
—
|
|
|
23,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,554
|
|
||||||
Restricted stock surrendered (2)
|
|
(270
|
)
|
|
—
|
|
|
—
|
|
|
(13,811
|
)
|
|
—
|
|
|
—
|
|
|
(13,811
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,550
|
|
|
—
|
|
|
1,550
|
|
||||||
Balance, December 31, 2017
|
|
105,487
|
|
|
$
|
10
|
|
|
$
|
1,424,540
|
|
|
$
|
(40,173
|
)
|
|
$
|
(3,145
|
)
|
|
$
|
848,466
|
|
|
$
|
2,229,698
|
|
Balance, January 1, 2018 (3)
|
|
105,487
|
|
|
10
|
|
|
1,424,540
|
|
|
(40,173
|
)
|
|
(4,203
|
)
|
|
849,524
|
|
|
2,229,698
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
435,788
|
|
|
435,788
|
|
||||||
Exercise of stock options
|
|
22
|
|
|
—
|
|
|
554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
554
|
|
||||||
Restricted stock, performance stock units, and other grants, net
|
|
564
|
|
|
—
|
|
|
25,711
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,711
|
|
||||||
Restricted stock surrendered (2)
|
|
(223
|
)
|
|
—
|
|
|
—
|
|
|
(12,910
|
)
|
|
—
|
|
|
—
|
|
|
(12,910
|
)
|
||||||
Stock repurchase
|
|
(901
|
)
|
|
—
|
|
|
(33,081
|
)
|
|
—
|
|
|
—
|
|
|
(2,607
|
)
|
|
(35,688
|
)
|
||||||
Other comprehensive loss, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(29,419
|
)
|
|
—
|
|
|
(29,419
|
)
|
||||||
Balance, December 31, 2018
|
|
104,949
|
|
|
$
|
10
|
|
|
$
|
1,417,724
|
|
|
$
|
(53,083
|
)
|
|
$
|
(33,622
|
)
|
|
$
|
1,282,705
|
|
|
$
|
2,613,734
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
499,171
|
|
|
499,171
|
|
||||||
Exercise of stock options
|
|
3
|
|
|
—
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80
|
|
||||||
Restricted stock, performance stock unit, and other grants, net
|
|
605
|
|
|
—
|
|
|
26,238
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,238
|
|
||||||
Restricted stock surrendered (2)
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
|
(9,645
|
)
|
|
—
|
|
|
—
|
|
|
(9,645
|
)
|
||||||
Stock repurchase
|
|
(2,822
|
)
|
|
—
|
|
|
(69,901
|
)
|
|
—
|
|
|
—
|
|
|
(50,230
|
)
|
|
(120,131
|
)
|
||||||
Dividends paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,329
|
)
|
|
(51,329
|
)
|
||||||
Other comprehensive income, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,630
|
|
|
—
|
|
|
58,630
|
|
||||||
Balance, December 31, 2019
|
|
102,524
|
|
|
$
|
10
|
|
|
$
|
1,374,141
|
|
|
$
|
(62,728
|
)
|
|
$
|
25,008
|
|
|
$
|
1,680,317
|
|
|
$
|
3,016,748
|
|
(1)
|
As adjusted for adoption of ASU 2017-12. The cumulative effect of adoption of this guidance at January 1, 2017 resulted in an increase to retained earnings of $0.5 million and a corresponding increase to loans for the fair market value adjustment on the swaps.
|
(2)
|
Share amounts represent Treasury Shares, see "Note 1. Summary of Significant Accounting Policies" for further discussion.
|
(3)
|
As adjusted for adoption of ASU 2016-01 and ASU 2018-02. The cumulative effect of adoption of this guidance at January 1, 2018 resulted in an increase to retained earnings of $1.1 million and a corresponding decrease to accumulated other comprehensive income.
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
325,492
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Provision for credit losses
|
|
18,500
|
|
|
23,000
|
|
|
17,250
|
|
|||
Depreciation and amortization
|
|
18,457
|
|
|
14,319
|
|
|
13,393
|
|
|||
Stock-based compensation
|
|
26,238
|
|
|
25,711
|
|
|
23,554
|
|
|||
Deferred income taxes
|
|
(5,129
|
)
|
|
(16,709
|
)
|
|
88,471
|
|
|||
Amortization of net premiums for investment securities
|
|
17,095
|
|
|
14,247
|
|
|
16,938
|
|
|||
Amortization of tax credit investments
|
|
41,501
|
|
|
35,898
|
|
|
25,355
|
|
|||
Amortization of operating lease right of use asset
|
|
10,458
|
|
|
—
|
|
|
—
|
|
|||
Accretion of fair market value adjustments on loans acquired from business combinations
|
|
(12,678
|
)
|
|
(18,565
|
)
|
|
(28,235
|
)
|
|||
Accretion and amortization of fair market value adjustments on other assets and liabilities acquired from business combinations
|
|
1,857
|
|
|
1,904
|
|
|
2,385
|
|
|||
Income from bank owned life insurance
|
|
(3,901
|
)
|
|
(3,946
|
)
|
|
(3,861
|
)
|
|||
(Gains) / Losses on:
|
|
|
|
|
|
|
||||||
Sales of investment securities
|
|
(3,152
|
)
|
|
7,656
|
|
|
(2,343
|
)
|
|||
Assets measured at fair value, net
|
|
(5,119
|
)
|
|
3,611
|
|
|
1
|
|
|||
Sale of loans
|
|
(690
|
)
|
|
(2,638
|
)
|
|
(945
|
)
|
|||
Other assets acquired through foreclosure, net
|
|
(604
|
)
|
|
(1,214
|
)
|
|
(228
|
)
|
|||
Valuation adjustments of other repossessed assets, net
|
|
4,144
|
|
|
1,267
|
|
|
120
|
|
|||
Sale of premises, equipment, and other assets, net
|
|
278
|
|
|
(44
|
)
|
|
28
|
|
|||
Changes in other assets and liabilities, net
|
|
111,346
|
|
|
20,687
|
|
|
(93,564
|
)
|
|||
Net cash provided by operating activities
|
|
717,772
|
|
|
540,972
|
|
|
383,811
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Investment securities - trading
|
|
|
|
|
|
|
||||||
Proceeds from sales
|
|
—
|
|
|
—
|
|
|
994
|
|
|||
Investment securities - AFS
|
|
|
|
|
|
|
||||||
Purchases
|
|
(927,589
|
)
|
|
(520,734
|
)
|
|
(1,429,434
|
)
|
|||
Principal pay downs and maturities
|
|
785,659
|
|
|
425,151
|
|
|
430,934
|
|
|||
Proceeds from sales
|
|
150,377
|
|
|
154,434
|
|
|
110,104
|
|
|||
Investment securities - HTM
|
|
|
|
|
|
|
||||||
Purchases
|
|
(131,384
|
)
|
|
(56,575
|
)
|
|
(169,400
|
)
|
|||
Principal pay downs and maturities
|
|
21,594
|
|
|
8,987
|
|
|
6,174
|
|
|||
Proceeds from sales
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|||
Equity securities carried at fair value
|
|
|
|
|
|
|
||||||
Purchases
|
|
(32,725
|
)
|
|
(71,728
|
)
|
|
—
|
|
|||
Redemption of principal (reinvestment of dividends)
|
|
14,598
|
|
|
(577
|
)
|
|
—
|
|
|||
Proceeds from sales
|
|
—
|
|
|
48,639
|
|
|
—
|
|
|||
Purchase of investment tax credits
|
|
(141,668
|
)
|
|
(109,598
|
)
|
|
(38,098
|
)
|
|||
Purchase of SBIC investments
|
|
(8,688
|
)
|
|
(4,129
|
)
|
|
(5,819
|
)
|
|||
Sale (purchase) of money market investments, net
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|||
Proceeds from bank owned life insurance
|
|
—
|
|
|
1,655
|
|
|
607
|
|
|||
(Purchase) liquidation of restricted stock, net
|
|
(377
|
)
|
|
(347
|
)
|
|
(535
|
)
|
|||
Loan fundings and principal collections, net
|
|
(3,429,014
|
)
|
|
(2,586,703
|
)
|
|
(1,873,387
|
)
|
|||
Purchase of premises, equipment, and other assets, net
|
|
(35,148
|
)
|
|
(11,313
|
)
|
|
(8,862
|
)
|
|||
Proceeds from sale of other real estate owned and repossessed assets, net
|
|
1,325
|
|
|
9,412
|
|
|
21,195
|
|
|||
Net cash used in investing activities
|
|
(3,723,033
|
)
|
|
(2,713,433
|
)
|
|
(2,955,527
|
)
|
|||
|
|
|
|
|
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Net increase (decrease) in deposits
|
|
$
|
3,619,046
|
|
|
$
|
2,204,915
|
|
|
$
|
2,422,669
|
|
Net (decrease) increase in borrowings
|
|
(496,736
|
)
|
|
97,394
|
|
|
294,289
|
|
|||
Proceeds from exercise of common stock options
|
|
80
|
|
|
554
|
|
|
846
|
|
|||
Cash paid for tax withholding on vested restricted stock
|
|
(9,645
|
)
|
|
(12,910
|
)
|
|
(13,811
|
)
|
|||
Common stock repurchases
|
|
(120,131
|
)
|
|
(35,688
|
)
|
|
—
|
|
|||
Cash dividends paid on common stock
|
|
(51,329
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
2,941,285
|
|
|
2,254,265
|
|
|
2,703,993
|
|
|||
Net (decrease) increase in cash, cash equivalents, and restricted cash
|
|
(63,976
|
)
|
|
81,804
|
|
|
132,277
|
|
|||
Cash, cash equivalents, and restricted cash at beginning of period
|
|
498,572
|
|
|
416,768
|
|
|
284,491
|
|
|||
Cash, cash equivalents, and restricted cash at end of period
|
|
$
|
434,596
|
|
|
$
|
498,572
|
|
|
$
|
416,768
|
|
Supplemental disclosure:
|
|
|
|
|
|
|
||||||
Cash paid (received) during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
180,436
|
|
|
$
|
113,507
|
|
|
$
|
59,838
|
|
Income taxes, net of refunds
|
|
(23,403
|
)
|
|
18,760
|
|
|
99,430
|
|
|||
Non-cash operating, investing, and financing activity:
|
|
|
|
|
|
|
||||||
Transfers to other assets acquired through foreclosure, net
|
|
898
|
|
|
5,744
|
|
|
1,812
|
|
|
|
Years
|
Bank premises
|
|
31
|
Furniture, fixtures, and equipment
|
|
3 - 10
|
Leasehold improvements (1)
|
|
3 - 10
|
(1)
|
Depreciation is recorded over the lesser of the relevant 3 to 10 year term or the remaining life of the lease.
|
•
|
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.
|
|
January 1, 2020
|
||||||||||
|
Pre-ASC 326 Adoption
|
|
Post-ASC 326 Adoption
|
|
Impact of ASC 326 Adoption
|
||||||
|
(in millions)
|
||||||||||
Assets:
|
|
|
|
|
|
||||||
Allowance for credit losses on HTM securities
|
|
|
|
|
|
||||||
Tax-exempt
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
|
|
|
|
|
||||||
Allowance for credit losses on loans
|
$
|
168
|
|
|
$
|
187
|
|
|
$
|
19
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
||||||
Off-balance sheet credit exposures
|
$
|
9
|
|
|
$
|
24
|
|
|
$
|
15
|
|
|
|
December 31, 2019
|
||||||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized (Losses)
|
|
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
||||||||
Tax-exempt
|
|
$
|
485,107
|
|
|
$
|
31,303
|
|
|
$
|
(149
|
)
|
|
$
|
516,261
|
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
||||||||
CDO
|
|
$
|
50
|
|
|
$
|
10,092
|
|
|
$
|
—
|
|
|
$
|
10,142
|
|
Commercial MBS issued by GSEs
|
|
95,062
|
|
|
366
|
|
|
(1,175
|
)
|
|
94,253
|
|
||||
Corporate debt securities
|
|
105,015
|
|
|
112
|
|
|
(5,166
|
)
|
|
99,961
|
|
||||
Municipal securities
|
|
7,494
|
|
|
279
|
|
|
—
|
|
|
7,773
|
|
||||
Private label residential MBS
|
|
1,129,985
|
|
|
3,572
|
|
|
(4,330
|
)
|
|
1,129,227
|
|
||||
Residential MBS issued by GSEs
|
|
1,406,594
|
|
|
9,283
|
|
|
(3,817
|
)
|
|
1,412,060
|
|
||||
Tax-exempt
|
|
530,729
|
|
|
24,548
|
|
|
(422
|
)
|
|
554,855
|
|
||||
Trust preferred securities
|
|
32,000
|
|
|
—
|
|
|
(4,960
|
)
|
|
27,040
|
|
||||
U.S. government sponsored agency securities
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
||||
U.S. treasury securities
|
|
999
|
|
|
—
|
|
|
—
|
|
|
999
|
|
||||
Total AFS debt securities
|
|
$
|
3,317,928
|
|
|
$
|
48,252
|
|
|
$
|
(19,870
|
)
|
|
$
|
3,346,310
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
|
||||||||
CRA investments
|
|
$
|
52,805
|
|
|
$
|
—
|
|
|
$
|
(301
|
)
|
|
$
|
52,504
|
|
Preferred stock
|
|
82,514
|
|
|
3,881
|
|
|
(198
|
)
|
|
86,197
|
|
||||
Total equity securities
|
|
$
|
135,319
|
|
|
$
|
3,881
|
|
|
$
|
(499
|
)
|
|
$
|
138,701
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized (Losses)
|
|
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Held-to-maturity
|
|
|
|
|
|
|
|
|
||||||||
Tax-exempt
|
|
$
|
302,905
|
|
|
$
|
3,163
|
|
|
$
|
(7,420
|
)
|
|
$
|
298,648
|
|
|
|
|
|
|
|
|
|
|
||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
||||||||
CDO
|
|
$
|
50
|
|
|
$
|
15,277
|
|
|
$
|
—
|
|
|
$
|
15,327
|
|
Commercial MBS issued by GSEs
|
|
106,385
|
|
|
82
|
|
|
(6,361
|
)
|
|
100,106
|
|
||||
Corporate debt securities
|
|
105,029
|
|
|
—
|
|
|
(5,649
|
)
|
|
99,380
|
|
||||
Private label residential MBS
|
|
948,161
|
|
|
945
|
|
|
(24,512
|
)
|
|
924,594
|
|
||||
Residential MBS issued by GSEs
|
|
1,564,181
|
|
|
1,415
|
|
|
(35,472
|
)
|
|
1,530,124
|
|
||||
Tax-exempt
|
|
542,086
|
|
|
4,335
|
|
|
(7,753
|
)
|
|
538,668
|
|
||||
Trust preferred securities
|
|
32,000
|
|
|
—
|
|
|
(3,383
|
)
|
|
28,617
|
|
||||
U.S. government sponsored agency securities
|
|
40,000
|
|
|
—
|
|
|
(1,812
|
)
|
|
38,188
|
|
||||
U.S. treasury securities
|
|
1,996
|
|
|
—
|
|
|
(12
|
)
|
|
1,984
|
|
||||
Total AFS debt securities
|
|
$
|
3,339,888
|
|
|
$
|
22,054
|
|
|
$
|
(84,954
|
)
|
|
$
|
3,276,988
|
|
|
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
|
|
|
|
|
|
|
|
||||||||
CRA investments
|
|
$
|
52,210
|
|
|
$
|
—
|
|
|
$
|
(1,068
|
)
|
|
$
|
51,142
|
|
Preferred stock
|
|
65,954
|
|
|
148
|
|
|
(2,183
|
)
|
|
63,919
|
|
||||
Total equity securities
|
|
$
|
118,164
|
|
|
$
|
148
|
|
|
$
|
(3,251
|
)
|
|
$
|
115,061
|
|
|
December 31, 2019
|
||||||||||||||||||||||
|
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
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-exempt
|
$
|
149
|
|
|
$
|
24,325
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
149
|
|
|
$
|
24,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial MBS issued by GSEs
|
$
|
85
|
|
|
$
|
9,035
|
|
|
$
|
1,090
|
|
|
$
|
54,604
|
|
|
$
|
1,175
|
|
|
$
|
63,639
|
|
Corporate debt securities
|
—
|
|
|
—
|
|
|
5,166
|
|
|
94,834
|
|
|
5,166
|
|
|
94,834
|
|
||||||
Private label residential MBS
|
1,776
|
|
|
337,285
|
|
|
2,554
|
|
|
258,791
|
|
|
4,330
|
|
|
596,076
|
|
||||||
Residential MBS issued by GSEs
|
1,740
|
|
|
385,643
|
|
|
2,077
|
|
|
150,419
|
|
|
3,817
|
|
|
536,062
|
|
||||||
Tax-exempt
|
422
|
|
|
67,150
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|
67,150
|
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
4,960
|
|
|
27,040
|
|
|
4,960
|
|
|
27,040
|
|
||||||
Total AFS securities
|
$
|
4,023
|
|
|
$
|
799,113
|
|
|
$
|
15,847
|
|
|
$
|
585,688
|
|
|
$
|
19,870
|
|
|
$
|
1,384,801
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
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 debt securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-exempt
|
$
|
3,868
|
|
|
$
|
91,095
|
|
|
$
|
3,552
|
|
|
$
|
69,991
|
|
|
$
|
7,420
|
|
|
$
|
161,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial MBS issued by GSEs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,361
|
|
|
$
|
98,275
|
|
|
$
|
6,361
|
|
|
$
|
98,275
|
|
Corporate debt securities
|
16
|
|
|
5,013
|
|
|
5,633
|
|
|
94,367
|
|
|
5,649
|
|
|
99,380
|
|
||||||
Private label residential MBS
|
5,173
|
|
|
217,982
|
|
|
19,339
|
|
|
537,316
|
|
|
24,512
|
|
|
755,298
|
|
||||||
Residential MBS issued by GSEs
|
1,363
|
|
|
141,493
|
|
|
34,109
|
|
|
1,215,490
|
|
|
35,472
|
|
|
1,356,983
|
|
||||||
Tax-exempt
|
3,562
|
|
|
209,767
|
|
|
4,191
|
|
|
72,382
|
|
|
7,753
|
|
|
282,149
|
|
||||||
Trust preferred securities
|
—
|
|
|
—
|
|
|
3,383
|
|
|
28,617
|
|
|
3,383
|
|
|
28,617
|
|
||||||
U.S. government sponsored agency securities
|
—
|
|
|
—
|
|
|
1,812
|
|
|
38,188
|
|
|
1,812
|
|
|
38,188
|
|
||||||
U.S. treasury securities
|
—
|
|
|
—
|
|
|
12
|
|
|
1,984
|
|
|
12
|
|
|
1,984
|
|
||||||
Total AFS securities
|
$
|
10,114
|
|
|
$
|
574,255
|
|
|
$
|
74,840
|
|
|
$
|
2,086,619
|
|
|
$
|
84,954
|
|
|
$
|
2,660,874
|
|
|
|
December 31, 2019
|
||||||
|
|
Amortized Cost
|
|
Estimated Fair Value
|
||||
|
|
(in thousands)
|
||||||
Held-to-maturity
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
7,330
|
|
|
$
|
7,384
|
|
After one year through five years
|
|
17,414
|
|
|
17,947
|
|
||
After ten years
|
|
460,363
|
|
|
490,930
|
|
||
Total HTM securities
|
|
$
|
485,107
|
|
|
$
|
516,261
|
|
|
|
|
|
|
||||
Available-for-sale
|
|
|
|
|
||||
Due in one year or less
|
|
$
|
999
|
|
|
$
|
999
|
|
After one year through five years
|
|
14,765
|
|
|
14,971
|
|
||
After five years through ten years
|
|
149,236
|
|
|
144,996
|
|
||
After ten years
|
|
521,287
|
|
|
549,804
|
|
||
Mortgage-backed securities
|
|
2,631,641
|
|
|
2,635,540
|
|
||
Total AFS securities
|
|
$
|
3,317,928
|
|
|
$
|
3,346,310
|
|
|
|
December 31, 2019
|
||||||||||||||||||||||||||||||
|
|
AAA
|
|
Split-rated AAA/AA+
|
|
AA+ to AA-
|
|
A+ to A-
|
|
BBB+ to BBB-
|
|
BB+ and below
|
|
Unrated
|
|
Totals
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Held-to-maturity debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tax-exempt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
485,107
|
|
|
$
|
485,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CDO
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,142
|
|
|
$
|
—
|
|
|
$
|
10,142
|
|
Commercial MBS issued by GSEs
|
|
—
|
|
|
94,253
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,253
|
|
||||||||
Corporate debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,530
|
|
|
33,431
|
|
|
—
|
|
|
—
|
|
|
99,961
|
|
||||||||
Municipal securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,773
|
|
|
7,773
|
|
||||||||
Private label residential MBS
|
|
1,096,909
|
|
|
—
|
|
|
30,675
|
|
|
181
|
|
|
288
|
|
|
1,174
|
|
|
—
|
|
|
1,129,227
|
|
||||||||
Residential MBS issued by GSEs
|
|
—
|
|
|
1,412,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,412,060
|
|
||||||||
Tax-exempt
|
|
52,610
|
|
|
2,856
|
|
|
327,657
|
|
|
171,732
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
554,855
|
|
||||||||
Trust preferred securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,040
|
|
|
—
|
|
|
—
|
|
|
27,040
|
|
||||||||
U.S. government sponsored agency securities
|
|
—
|
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
||||||||
U.S. treasury securities
|
|
—
|
|
|
999
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
999
|
|
||||||||
Total AFS securities (1)
|
|
$
|
1,149,519
|
|
|
$
|
1,520,168
|
|
|
$
|
358,332
|
|
|
$
|
238,443
|
|
|
$
|
60,759
|
|
|
$
|
11,316
|
|
|
$
|
7,773
|
|
|
$
|
3,346,310
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CRA investments
|
|
$
|
—
|
|
|
$
|
25,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,129
|
|
|
$
|
52,504
|
|
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,851
|
|
|
2,105
|
|
|
1,241
|
|
|
86,197
|
|
||||||||
Total equity securities (1)
|
|
$
|
—
|
|
|
$
|
25,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
82,851
|
|
|
$
|
2,105
|
|
|
$
|
28,370
|
|
|
$
|
138,701
|
|
(1)
|
Where ratings differ, the Company uses an average of the available ratings by major credit agencies.
|
|
|
December 31, 2018
|
||||||||||||||||||||||||||||||
|
|
AAA
|
|
Split-rated AAA/AA+
|
|
AA+ to AA-
|
|
A+ to A-
|
|
BBB+ to BBB-
|
|
BB+ and below
|
|
Unrated
|
|
Totals
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Held-to-maturity debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Tax-exempt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
302,905
|
|
|
$
|
302,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CDO
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,327
|
|
|
$
|
—
|
|
|
$
|
15,327
|
|
Commercial MBS issued by GSEs
|
|
—
|
|
|
100,106
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,106
|
|
||||||||
Corporate debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66,515
|
|
|
32,865
|
|
|
—
|
|
|
—
|
|
|
99,380
|
|
||||||||
Private label residential MBS
|
|
887,520
|
|
|
—
|
|
|
34,342
|
|
|
343
|
|
|
947
|
|
|
1,442
|
|
|
—
|
|
|
924,594
|
|
||||||||
Residential MBS issued by GSEs
|
|
—
|
|
|
1,530,124
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,530,124
|
|
||||||||
Tax-exempt
|
|
66,160
|
|
|
12,146
|
|
|
306,409
|
|
|
152,330
|
|
|
—
|
|
|
—
|
|
|
1,623
|
|
|
538,668
|
|
||||||||
Trust preferred securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,617
|
|
|
—
|
|
|
—
|
|
|
28,617
|
|
||||||||
U.S. government sponsored agency securities
|
|
—
|
|
|
38,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,188
|
|
||||||||
U.S. treasury securities
|
|
—
|
|
|
1,984
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,984
|
|
||||||||
Total AFS securities (1)
|
|
$
|
953,680
|
|
|
$
|
1,682,548
|
|
|
$
|
340,751
|
|
|
$
|
219,188
|
|
|
$
|
62,429
|
|
|
$
|
16,769
|
|
|
$
|
1,623
|
|
|
$
|
3,276,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
CRA investments
|
|
$
|
—
|
|
|
$
|
25,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,767
|
|
|
$
|
51,142
|
|
Preferred stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,771
|
|
|
3,693
|
|
|
14,455
|
|
|
63,919
|
|
||||||||
Total equity securities (1)
|
|
$
|
—
|
|
|
$
|
25,375
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,771
|
|
|
$
|
3,693
|
|
|
$
|
40,222
|
|
|
$
|
115,061
|
|
(1)
|
Where ratings differ, the Company uses an average of the available ratings by major credit agencies.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Available-for-sale securities
|
|
|
|
|
|
|
||||||
Gross gains
|
|
$
|
3,152
|
|
|
$
|
8,074
|
|
|
$
|
3,204
|
|
Gross losses
|
|
—
|
|
|
(7,738
|
)
|
|
(861
|
)
|
|||
Net gains (losses) on AFS securities
|
|
$
|
3,152
|
|
|
$
|
336
|
|
|
$
|
2,343
|
|
|
|
|
|
|
|
|
||||||
Equity securities
|
|
|
|
|
|
|
||||||
Gross gains
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gross losses
|
|
—
|
|
|
(7,992
|
)
|
|
—
|
|
|||
Net gains (losses) on equity securities
|
|
$
|
—
|
|
|
$
|
(7,992
|
)
|
|
$
|
—
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Commercial and industrial
|
|
$
|
9,382,043
|
|
|
$
|
7,762,642
|
|
Commercial real estate - non-owner occupied
|
|
5,245,634
|
|
|
4,213,428
|
|
||
Commercial real estate - owner occupied
|
|
2,316,913
|
|
|
2,325,380
|
|
||
Construction and land development
|
|
1,952,156
|
|
|
2,134,753
|
|
||
Residential real estate
|
|
2,147,664
|
|
|
1,204,355
|
|
||
Consumer
|
|
57,083
|
|
|
70,071
|
|
||
Loans, net of deferred loan fees and costs
|
|
21,101,493
|
|
|
17,710,629
|
|
||
Allowance for credit losses
|
|
(167,797
|
)
|
|
(152,717
|
)
|
||
Total loans HFI
|
|
$
|
20,933,696
|
|
|
$
|
17,557,912
|
|
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
Current
|
|
30-59 Days
Past Due |
|
60-89 Days
Past Due |
|
Over 90 Days Past Due
|
|
Total
Past Due |
|
Total
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Commercial and industrial
|
|
$
|
9,376,377
|
|
|
$
|
2,501
|
|
|
$
|
637
|
|
|
$
|
2,528
|
|
|
$
|
5,666
|
|
|
$
|
9,382,043
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner occupied
|
|
2,316,165
|
|
|
624
|
|
|
—
|
|
|
124
|
|
|
748
|
|
|
2,316,913
|
|
||||||
Non-owner occupied
|
|
5,007,644
|
|
|
4,661
|
|
|
—
|
|
|
11,913
|
|
|
16,574
|
|
|
5,024,218
|
|
||||||
Multi-family
|
|
221,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,416
|
|
||||||
Construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction
|
|
1,176,908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,176,908
|
|
||||||
Land
|
|
775,248
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
775,248
|
|
||||||
Residential real estate
|
|
2,134,346
|
|
|
7,627
|
|
|
1,721
|
|
|
3,970
|
|
|
13,318
|
|
|
2,147,664
|
|
||||||
Consumer
|
|
57,083
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,083
|
|
||||||
Total loans
|
|
$
|
21,065,187
|
|
|
$
|
15,413
|
|
|
$
|
2,358
|
|
|
$
|
18,535
|
|
|
$
|
36,306
|
|
|
$
|
21,101,493
|
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
|
Current
|
|
30-59 Days
Past Due |
|
60-89 Days
Past Due |
|
Over 90 days
Past Due |
|
Total
Past Due |
|
Total
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Commercial and industrial
|
|
$
|
7,753,111
|
|
|
$
|
3,187
|
|
|
$
|
416
|
|
|
$
|
5,928
|
|
|
$
|
9,531
|
|
|
$
|
7,762,642
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner occupied
|
|
2,320,321
|
|
|
4,441
|
|
|
—
|
|
|
618
|
|
|
5,059
|
|
|
2,325,380
|
|
||||||
Non-owner occupied
|
|
4,051,837
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,051,837
|
|
||||||
Multi-family
|
|
161,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161,591
|
|
||||||
Construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction
|
|
1,382,664
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,382,664
|
|
||||||
Land
|
|
751,613
|
|
|
—
|
|
|
476
|
|
|
—
|
|
|
476
|
|
|
752,089
|
|
||||||
Residential real estate
|
|
1,182,933
|
|
|
9,316
|
|
|
4,010
|
|
|
8,096
|
|
|
21,422
|
|
|
1,204,355
|
|
||||||
Consumer
|
|
69,830
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|
241
|
|
|
70,071
|
|
||||||
Total loans
|
|
$
|
17,673,900
|
|
|
$
|
16,944
|
|
|
$
|
4,902
|
|
|
$
|
14,883
|
|
|
$
|
36,729
|
|
|
$
|
17,710,629
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
|
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 and industrial
|
|
$
|
19,080
|
|
|
$
|
5,421
|
|
|
$
|
24,501
|
|
|
$
|
—
|
|
|
$
|
7,639
|
|
|
$
|
7,451
|
|
|
$
|
15,090
|
|
|
$
|
—
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Owner occupied
|
|
4,418
|
|
|
124
|
|
|
4,542
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
594
|
|
||||||||
Non-owner occupied
|
|
7,265
|
|
|
11,913
|
|
|
19,178
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Multi-family
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Construction
|
|
2,147
|
|
|
—
|
|
|
2,147
|
|
|
—
|
|
|
—
|
|
|
476
|
|
|
476
|
|
|
—
|
|
||||||||
Land
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Residential real estate
|
|
1,231
|
|
|
4,369
|
|
|
5,600
|
|
|
—
|
|
|
552
|
|
|
11,387
|
|
|
11,939
|
|
|
—
|
|
||||||||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
241
|
|
|
241
|
|
|
—
|
|
||||||||
Total
|
|
$
|
34,141
|
|
|
$
|
21,827
|
|
|
$
|
55,968
|
|
|
$
|
—
|
|
|
$
|
8,191
|
|
|
$
|
19,555
|
|
|
$
|
27,746
|
|
|
$
|
594
|
|
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Commercial and industrial
|
|
$
|
9,265,823
|
|
|
$
|
65,893
|
|
|
$
|
49,878
|
|
|
$
|
449
|
|
|
$
|
—
|
|
|
$
|
9,382,043
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner occupied
|
|
2,265,566
|
|
|
9,579
|
|
|
41,768
|
|
|
—
|
|
|
—
|
|
|
2,316,913
|
|
||||||
Non-owner occupied
|
|
4,913,007
|
|
|
64,161
|
|
|
47,050
|
|
|
—
|
|
|
—
|
|
|
5,024,218
|
|
||||||
Multi-family
|
|
221,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
221,416
|
|
||||||
Construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction
|
|
1,157,169
|
|
|
17,592
|
|
|
2,147
|
|
|
—
|
|
|
—
|
|
|
1,176,908
|
|
||||||
Land
|
|
773,868
|
|
|
1,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
775,248
|
|
||||||
Residential real estate
|
|
2,141,336
|
|
|
366
|
|
|
5,962
|
|
|
—
|
|
|
—
|
|
|
2,147,664
|
|
||||||
Consumer
|
|
57,073
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,083
|
|
||||||
Total
|
|
$
|
20,795,258
|
|
|
$
|
158,981
|
|
|
$
|
146,805
|
|
|
$
|
449
|
|
|
$
|
—
|
|
|
$
|
21,101,493
|
|
|
|
December 31, 2019
|
||||||||||||||||||||||
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Current (up to 29 days past due)
|
|
$
|
20,785,118
|
|
|
$
|
158,907
|
|
|
$
|
120,897
|
|
|
$
|
265
|
|
|
$
|
—
|
|
|
$
|
21,065,187
|
|
Past due 30 - 59 days
|
|
8,263
|
|
|
58
|
|
|
7,092
|
|
|
—
|
|
|
—
|
|
|
15,413
|
|
||||||
Past due 60 - 89 days
|
|
1,481
|
|
|
16
|
|
|
861
|
|
|
—
|
|
|
—
|
|
|
2,358
|
|
||||||
Past due 90 days or more
|
|
396
|
|
|
—
|
|
|
17,955
|
|
|
184
|
|
|
—
|
|
|
18,535
|
|
||||||
Total
|
|
$
|
20,795,258
|
|
|
$
|
158,981
|
|
|
$
|
146,805
|
|
|
$
|
449
|
|
|
$
|
—
|
|
|
$
|
21,101,493
|
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Commercial and industrial
|
|
$
|
7,574,506
|
|
|
$
|
61,202
|
|
|
$
|
126,356
|
|
|
$
|
578
|
|
|
$
|
—
|
|
|
$
|
7,762,642
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Owner occupied
|
|
2,255,513
|
|
|
12,860
|
|
|
57,007
|
|
|
—
|
|
|
—
|
|
|
2,325,380
|
|
||||||
Non-owner occupied
|
|
4,030,350
|
|
|
12,982
|
|
|
8,505
|
|
|
—
|
|
|
—
|
|
|
4,051,837
|
|
||||||
Multi-family
|
|
161,591
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
161,591
|
|
||||||
Construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Construction
|
|
1,378,624
|
|
|
1,210
|
|
|
2,830
|
|
|
—
|
|
|
—
|
|
|
1,382,664
|
|
||||||
Land
|
|
751,012
|
|
|
—
|
|
|
1,077
|
|
|
—
|
|
|
—
|
|
|
752,089
|
|
||||||
Residential real estate
|
|
1,191,571
|
|
|
527
|
|
|
12,257
|
|
|
—
|
|
|
—
|
|
|
1,204,355
|
|
||||||
Consumer
|
|
69,755
|
|
|
75
|
|
|
241
|
|
|
—
|
|
|
—
|
|
|
70,071
|
|
||||||
Total
|
|
$
|
17,412,922
|
|
|
$
|
88,856
|
|
|
$
|
208,273
|
|
|
$
|
578
|
|
|
$
|
—
|
|
|
$
|
17,710,629
|
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Current (up to 29 days past due)
|
|
$
|
17,400,616
|
|
|
$
|
87,264
|
|
|
$
|
186,020
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,673,900
|
|
Past due 30 - 59 days
|
|
11,255
|
|
|
1,580
|
|
|
4,109
|
|
|
—
|
|
|
—
|
|
|
16,944
|
|
||||||
Past due 60 - 89 days
|
|
719
|
|
|
12
|
|
|
3,767
|
|
|
404
|
|
|
—
|
|
|
4,902
|
|
||||||
Past due 90 days or more
|
|
332
|
|
|
—
|
|
|
14,377
|
|
|
174
|
|
|
—
|
|
|
14,883
|
|
||||||
Total
|
|
$
|
17,412,922
|
|
|
$
|
88,856
|
|
|
$
|
208,273
|
|
|
$
|
578
|
|
|
$
|
—
|
|
|
$
|
17,710,629
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Impaired loans with a specific valuation allowance under ASC 310 (1)
|
|
$
|
20,979
|
|
|
$
|
986
|
|
Impaired loans without a specific valuation allowance under ASC 310 (2)
|
|
95,324
|
|
|
111,266
|
|
||
Total impaired loans
|
|
$
|
116,303
|
|
|
$
|
112,252
|
|
Valuation allowance related to impaired loans
|
|
$
|
(2,776
|
)
|
|
$
|
(681
|
)
|
(1)
|
Includes no TDR loans at December 31, 2019 and 2018.
|
(2)
|
Includes TDR loans of $38.9 million and $44.5 million at December 31, 2019 and 2018, respectively.
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Commercial and industrial
|
|
$
|
48,984
|
|
|
$
|
63,896
|
|
Commercial real estate
|
|
|
|
|
||||
Owner occupied
|
|
17,736
|
|
|
6,530
|
|
||
Non-owner occupied
|
|
35,538
|
|
|
12,407
|
|
||
Multi-family
|
|
—
|
|
|
—
|
|
||
Construction and land development
|
|
|
|
|
||||
Construction
|
|
2,147
|
|
|
—
|
|
||
Land
|
|
6,274
|
|
|
9,403
|
|
||
Residential real estate
|
|
5,600
|
|
|
19,744
|
|
||
Consumer
|
|
24
|
|
|
272
|
|
||
Total
|
|
$
|
116,303
|
|
|
$
|
112,252
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Commercial and industrial
|
|
$
|
45,223
|
|
|
$
|
52,496
|
|
|
$
|
33,519
|
|
Commercial real estate
|
|
|
|
|
|
|
||||||
Owner occupied
|
|
15,829
|
|
|
7,682
|
|
|
18,692
|
|
|||
Non-owner occupied
|
|
25,163
|
|
|
15,375
|
|
|
22,000
|
|
|||
Multi-family
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Construction and land development
|
|
|
|
|
|
|
||||||
Construction
|
|
13,315
|
|
|
—
|
|
|
—
|
|
|||
Land
|
|
7,716
|
|
|
9,547
|
|
|
13,558
|
|
|||
Residential real estate
|
|
13,882
|
|
|
19,425
|
|
|
16,893
|
|
|||
Consumer
|
|
159
|
|
|
300
|
|
|
204
|
|
|||
Total
|
|
$
|
121,287
|
|
|
$
|
104,825
|
|
|
$
|
104,866
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Commercial and industrial
|
|
$
|
1,857
|
|
|
$
|
2,113
|
|
|
$
|
1,077
|
|
Commercial real estate
|
|
|
|
|
|
|
||||||
Owner occupied
|
|
815
|
|
|
491
|
|
|
677
|
|
|||
Non-owner occupied
|
|
821
|
|
|
937
|
|
|
1,074
|
|
|||
Multi-family
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Construction and land development
|
|
|
|
|
|
|
||||||
Construction
|
|
715
|
|
|
—
|
|
|
—
|
|
|||
Land
|
|
474
|
|
|
566
|
|
|
699
|
|
|||
Residential real estate
|
|
329
|
|
|
381
|
|
|
516
|
|
|||
Consumer
|
|
1
|
|
|
2
|
|
|
3
|
|
|||
Total
|
|
$
|
5,012
|
|
|
$
|
4,490
|
|
|
$
|
4,046
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Non-accrual loans (1)
|
|
$
|
55,968
|
|
|
$
|
27,746
|
|
Loans past due 90 days or more on accrual status
|
|
—
|
|
|
594
|
|
||
Accruing troubled debt restructured loans
|
|
28,356
|
|
|
36,458
|
|
||
Total nonperforming loans
|
|
84,324
|
|
|
64,798
|
|
||
Other assets acquired through foreclosure, net
|
|
13,850
|
|
|
17,924
|
|
||
Total nonperforming assets
|
|
$
|
98,174
|
|
|
$
|
82,722
|
|
(1)
|
Includes non-accrual TDR loans of $10.6 million and $8.0 million at December 31, 2019 and 2018, respectively.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Balance, at beginning of period
|
|
$
|
3,767
|
|
|
$
|
9,324
|
|
|
$
|
15,177
|
|
Additions due to acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reclassifications from non-accretable to accretable yield (1)
|
|
—
|
|
|
683
|
|
|
2,086
|
|
|||
Accretion to interest income
|
|
(570
|
)
|
|
(1,018
|
)
|
|
(2,797
|
)
|
|||
Reversal of fair value adjustments upon disposition of loans
|
|
(923
|
)
|
|
(5,222
|
)
|
|
(5,142
|
)
|
|||
Balance, at end of period
|
|
$
|
2,274
|
|
|
$
|
3,767
|
|
|
$
|
9,324
|
|
(1)
|
The primary drivers of reclassification from non-accretable to accretable yield resulted from changes in estimated cash flows.
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
Construction and Land Development
|
|
Commercial Real Estate
|
|
Residential Real Estate
|
|
Commercial and Industrial
|
|
Consumer
|
|
Total
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning Balance
|
|
$
|
22,513
|
|
|
$
|
34,829
|
|
|
$
|
11,276
|
|
|
$
|
83,118
|
|
|
$
|
981
|
|
|
$
|
152,717
|
|
Charge-offs
|
|
141
|
|
|
139
|
|
|
594
|
|
|
8,120
|
|
|
128
|
|
|
9,122
|
|
||||||
Recoveries
|
|
(91
|
)
|
|
(909
|
)
|
|
(412
|
)
|
|
(4,265
|
)
|
|
(25
|
)
|
|
(5,702
|
)
|
||||||
Provision
|
|
1,431
|
|
|
11,674
|
|
|
2,620
|
|
|
3,039
|
|
|
(264
|
)
|
|
18,500
|
|
||||||
Ending balance
|
|
$
|
23,894
|
|
|
$
|
47,273
|
|
|
$
|
13,714
|
|
|
$
|
82,302
|
|
|
$
|
614
|
|
|
$
|
167,797
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning Balance
|
|
$
|
19,599
|
|
|
$
|
31,648
|
|
|
$
|
5,500
|
|
|
$
|
82,527
|
|
|
$
|
776
|
|
|
$
|
140,050
|
|
Charge-offs
|
|
1
|
|
|
233
|
|
|
1,038
|
|
|
15,034
|
|
|
114
|
|
|
16,420
|
|
||||||
Recoveries
|
|
(1,433
|
)
|
|
(1,237
|
)
|
|
(947
|
)
|
|
(2,427
|
)
|
|
(43
|
)
|
|
(6,087
|
)
|
||||||
Provision
|
|
1,482
|
|
|
2,177
|
|
|
5,867
|
|
|
13,198
|
|
|
276
|
|
|
23,000
|
|
||||||
Ending balance
|
|
$
|
22,513
|
|
|
$
|
34,829
|
|
|
$
|
11,276
|
|
|
$
|
83,118
|
|
|
$
|
981
|
|
|
$
|
152,717
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Beginning Balance
|
|
$
|
21,175
|
|
|
$
|
25,673
|
|
|
$
|
3,851
|
|
|
$
|
73,333
|
|
|
$
|
672
|
|
|
$
|
124,704
|
|
Charge-offs
|
|
—
|
|
|
2,269
|
|
|
447
|
|
|
8,186
|
|
|
102
|
|
|
11,004
|
|
||||||
Recoveries
|
|
(1,229
|
)
|
|
(2,897
|
)
|
|
(1,778
|
)
|
|
(3,112
|
)
|
|
(84
|
)
|
|
(9,100
|
)
|
||||||
Provision
|
|
(2,805
|
)
|
|
5,347
|
|
|
318
|
|
|
14,268
|
|
|
122
|
|
|
17,250
|
|
||||||
Ending balance
|
|
$
|
19,599
|
|
|
$
|
31,648
|
|
|
$
|
5,500
|
|
|
$
|
82,527
|
|
|
$
|
776
|
|
|
$
|
140,050
|
|
|
|
Commercial Real Estate-Owner Occupied
|
|
Commercial Real Estate-Non-Owner Occupied
|
|
Commercial and Industrial
|
|
Residential Real Estate
|
|
Construction and Land Development
|
|
Consumer
|
|
Total Loans
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Loans as of December 31, 2019;
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Recorded Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Impaired loans with an allowance recorded
|
|
$
|
—
|
|
|
$
|
11,913
|
|
|
$
|
6,919
|
|
|
$
|
—
|
|
|
$
|
2,147
|
|
|
$
|
—
|
|
|
$
|
20,979
|
|
Impaired loans with no allowance recorded
|
|
17,736
|
|
|
23,625
|
|
|
42,065
|
|
|
5,600
|
|
|
6,274
|
|
|
24
|
|
|
95,324
|
|
|||||||
Total loans individually evaluated for impairment
|
|
17,736
|
|
|
35,538
|
|
|
48,984
|
|
|
5,600
|
|
|
8,421
|
|
|
24
|
|
|
116,303
|
|
|||||||
Loans collectively evaluated for impairment
|
|
2,296,342
|
|
|
5,159,921
|
|
|
9,333,059
|
|
|
2,142,045
|
|
|
1,943,735
|
|
|
57,059
|
|
|
20,932,161
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
2,835
|
|
|
50,175
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
53,029
|
|
|||||||
Total recorded investment
|
|
$
|
2,316,913
|
|
|
$
|
5,245,634
|
|
|
$
|
9,382,043
|
|
|
$
|
2,147,664
|
|
|
$
|
1,952,156
|
|
|
$
|
57,083
|
|
|
$
|
21,101,493
|
|
Unpaid Principal Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impaired loans with an allowance recorded
|
|
$
|
—
|
|
|
$
|
11,949
|
|
|
$
|
9,844
|
|
|
$
|
—
|
|
|
$
|
2,262
|
|
|
$
|
—
|
|
|
$
|
24,055
|
|
Impaired loans with no allowance recorded
|
|
18,681
|
|
|
24,738
|
|
|
43,848
|
|
|
5,708
|
|
|
6,413
|
|
|
52
|
|
|
99,440
|
|
|||||||
Total loans individually evaluated for impairment
|
|
18,681
|
|
|
36,687
|
|
|
53,692
|
|
|
5,708
|
|
|
8,675
|
|
|
52
|
|
|
123,495
|
|
|||||||
Loans collectively evaluated for impairment
|
|
2,297,168
|
|
|
5,177,477
|
|
|
9,312,100
|
|
|
2,113,893
|
|
|
1,963,116
|
|
|
57,383
|
|
|
20,921,137
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
3,577
|
|
|
60,191
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
63,840
|
|
|||||||
Total unpaid principal balance
|
|
$
|
2,319,426
|
|
|
$
|
5,274,355
|
|
|
$
|
9,365,792
|
|
|
$
|
2,119,673
|
|
|
$
|
1,971,791
|
|
|
$
|
57,435
|
|
|
$
|
21,108,472
|
|
Related Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impaired loans with an allowance recorded
|
|
$
|
—
|
|
|
$
|
1,219
|
|
|
$
|
1,050
|
|
|
$
|
—
|
|
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
2,776
|
|
Impaired loans with no allowance recorded
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total loans individually evaluated for impairment
|
|
—
|
|
|
1,219
|
|
|
1,050
|
|
|
—
|
|
|
507
|
|
|
—
|
|
|
2,776
|
|
|||||||
Loans collectively evaluated for impairment
|
|
13,842
|
|
|
32,114
|
|
|
81,252
|
|
|
13,714
|
|
|
23,387
|
|
|
614
|
|
|
164,923
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
—
|
|
|
98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98
|
|
|||||||
Total allowance for credit losses
|
|
$
|
13,842
|
|
|
$
|
33,431
|
|
|
$
|
82,302
|
|
|
$
|
13,714
|
|
|
$
|
23,894
|
|
|
$
|
614
|
|
|
$
|
167,797
|
|
|
|
Commercial Real Estate-Owner Occupied
|
|
Commercial Real Estate-Non-Owner Occupied
|
|
Commercial and Industrial
|
|
Residential Real Estate
|
|
Construction and Land Development
|
|
Consumer
|
|
Total Loans
|
||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||
Loans as of December 31, 2018;
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Recorded Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Impaired loans with an allowance recorded
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
623
|
|
|
$
|
363
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
986
|
|
Impaired loans with no allowance recorded
|
|
6,530
|
|
|
12,407
|
|
|
63,273
|
|
|
19,381
|
|
|
9,403
|
|
|
272
|
|
|
111,266
|
|
|||||||
Total loans individually evaluated for impairment
|
|
6,530
|
|
|
12,407
|
|
|
63,896
|
|
|
19,744
|
|
|
9,403
|
|
|
272
|
|
|
112,252
|
|
|||||||
Loans collectively evaluated for impairment
|
|
2,314,871
|
|
|
4,121,464
|
|
|
7,698,746
|
|
|
1,184,592
|
|
|
2,125,350
|
|
|
69,799
|
|
|
17,514,822
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
3,979
|
|
|
79,557
|
|
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
83,555
|
|
|||||||
Total recorded investment
|
|
$
|
2,325,380
|
|
|
$
|
4,213,428
|
|
|
$
|
7,762,642
|
|
|
$
|
1,204,355
|
|
|
$
|
2,134,753
|
|
|
$
|
70,071
|
|
|
$
|
17,710,629
|
|
Unpaid Principal Balance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Impaired loans with an allowance recorded
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,482
|
|
|
$
|
363
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,845
|
|
Impaired loans with no allowance recorded
|
|
11,852
|
|
|
18,155
|
|
|
103,992
|
|
|
27,979
|
|
|
25,624
|
|
|
10,632
|
|
|
198,234
|
|
|||||||
Total loans individually evaluated for impairment
|
|
11,852
|
|
|
18,155
|
|
|
105,474
|
|
|
28,342
|
|
|
25,624
|
|
|
10,632
|
|
|
200,079
|
|
|||||||
Loans collectively evaluated for impairment
|
|
2,314,871
|
|
|
4,121,464
|
|
|
7,698,746
|
|
|
1,184,592
|
|
|
2,125,350
|
|
|
69,799
|
|
|
17,514,822
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
5,315
|
|
|
95,680
|
|
|
4,352
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
105,419
|
|
|||||||
Total unpaid principal balance
|
|
$
|
2,332,038
|
|
|
$
|
4,235,299
|
|
|
$
|
7,808,572
|
|
|
$
|
1,213,006
|
|
|
$
|
2,150,974
|
|
|
$
|
80,431
|
|
|
$
|
17,820,320
|
|
Related Allowance for Credit Losses
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Impaired loans with an allowance recorded
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
621
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
681
|
|
Impaired loans with no allowance recorded
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total loans individually evaluated for impairment
|
|
—
|
|
|
—
|
|
|
621
|
|
|
60
|
|
|
—
|
|
|
—
|
|
|
681
|
|
|||||||
Loans collectively evaluated for impairment
|
|
14,286
|
|
|
20,456
|
|
|
82,488
|
|
|
11,216
|
|
|
22,513
|
|
|
981
|
|
|
151,940
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
—
|
|
|
87
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||||
Total allowance for credit losses
|
|
$
|
14,286
|
|
|
$
|
20,543
|
|
|
$
|
83,118
|
|
|
$
|
11,276
|
|
|
$
|
22,513
|
|
|
$
|
981
|
|
|
$
|
152,717
|
|
|
|
Year Ended December 31, 2019
|
|||||||||||||||||||||
|
|
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 and industrial
|
|
4
|
|
|
$
|
11,451
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,451
|
|
|
$
|
—
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied
|
|
2
|
|
|
2,026
|
|
|
—
|
|
|
—
|
|
|
2,026
|
|
|
—
|
|
|||||
Non-owner occupied
|
|
2
|
|
|
11,546
|
|
|
—
|
|
|
—
|
|
|
11,546
|
|
|
—
|
|
|||||
Multi-family
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Construction
|
|
1
|
|
|
17,022
|
|
|
—
|
|
|
—
|
|
|
17,022
|
|
|
—
|
|
|||||
Land
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential real estate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
9
|
|
|
$
|
42,045
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42,045
|
|
|
$
|
—
|
|
|
|
Year Ended December 31, 2018
|
|||||||||||||||||||||
|
|
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 and industrial
|
|
11
|
|
|
$
|
35,132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,132
|
|
|
$
|
—
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-owner occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Multi-family
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Land
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential real estate
|
|
1
|
|
|
294
|
|
|
—
|
|
|
—
|
|
|
294
|
|
|
—
|
|
|||||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
12
|
|
|
$
|
35,426
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,426
|
|
|
$
|
—
|
|
|
|
Year Ended December 31, 2017
|
|||||||||||||||||||||
|
|
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 and industrial
|
|
11
|
|
|
$
|
3,513
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,513
|
|
|
$
|
—
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Owner occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Non-owner occupied
|
|
3
|
|
|
2,993
|
|
|
—
|
|
|
—
|
|
|
2,993
|
|
|
—
|
|
|||||
Multi-family
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Land
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Residential real estate
|
|
1
|
|
|
122
|
|
|
—
|
|
|
—
|
|
|
122
|
|
|
—
|
|
|||||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
15
|
|
|
$
|
6,628
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,628
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
|
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
|
Number of Loans
|
|
Recorded Investment
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
Commercial and industrial
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
87
|
|
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Owner occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
135
|
|
|||
Non-owner occupied
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
308
|
|
|||
Multi-family
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Construction and land development
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
1,119
|
|
|||
Land
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Residential real estate
|
|
2
|
|
|
371
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
48
|
|
|||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
2
|
|
|
$
|
371
|
|
|
—
|
|
|
$
|
—
|
|
|
6
|
|
|
$
|
1,697
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Loan purchases
|
|
|
|
|
||||
Commercial and industrial
|
|
$
|
1,014,894
|
|
|
$
|
690,122
|
|
Commercial real estate - non-owner occupied
|
|
49,211
|
|
|
—
|
|
||
Construction and land development
|
|
34,490
|
|
|
27,517
|
|
||
Residential real estate
|
|
1,434,812
|
|
|
883,179
|
|
||
Total
|
|
$
|
2,533,407
|
|
|
$
|
1,600,818
|
|
|
|
|
|
|
||||
Loan sales
|
|
|
|
|
||||
Carrying value
|
|
$
|
98,963
|
|
|
$
|
66,477
|
|
Gain on sale
|
|
690
|
|
|
2,638
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Bank premises
|
|
$
|
91,574
|
|
|
$
|
89,930
|
|
Land and improvements
|
|
32,954
|
|
|
32,954
|
|
||
Furniture, fixtures, and equipment
|
|
53,621
|
|
|
42,729
|
|
||
Leasehold improvements
|
|
28,477
|
|
|
25,919
|
|
||
Construction in progress
|
|
10,449
|
|
|
6,302
|
|
||
Total
|
|
217,075
|
|
|
197,834
|
|
||
Accumulated depreciation and amortization
|
|
(91,237
|
)
|
|
(78,360
|
)
|
||
Premises and equipment, net
|
|
$
|
125,838
|
|
|
$
|
119,474
|
|
|
|
(in thousands)
|
||
Cash paid for amounts included in the measurement of operating lease liabilities
|
|
$
|
12,435
|
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
|
43,681
|
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Core deposit intangibles
|
|
$
|
14,647
|
|
|
$
|
7,284
|
|
|
$
|
7,363
|
|
|
$
|
14,647
|
|
|
$
|
5,737
|
|
|
$
|
8,910
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Gross Carrying Amount
|
|
Impairment
|
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
|
Impairment
|
|
Net Carrying Amount
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Trade name
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
350
|
|
|
|
December 31, 2019
|
||
|
|
(in thousands)
|
||
2020
|
|
$
|
1,494
|
|
2021
|
|
1,433
|
|
|
2022
|
|
1,364
|
|
|
2023
|
|
1,289
|
|
|
2024
|
|
1,206
|
|
|
Thereafter
|
|
577
|
|
|
Total
|
|
$
|
7,363
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Non-interest-bearing demand deposits
|
|
$
|
8,537,905
|
|
|
$
|
7,456,141
|
|
Interest-bearing transaction accounts
|
|
2,760,865
|
|
|
2,555,609
|
|
||
Savings and money market accounts
|
|
9,120,747
|
|
|
7,330,709
|
|
||
Time certificates of deposit ($250,000 or more)
|
|
1,426,133
|
|
|
1,009,900
|
|
||
Other time deposits
|
|
950,843
|
|
|
825,088
|
|
||
Total deposits
|
|
$
|
22,796,493
|
|
|
$
|
19,177,447
|
|
|
|
December 31,
|
||
|
|
(in thousands)
|
||
2020
|
|
$
|
2,259,182
|
|
2021
|
|
105,237
|
|
|
2022
|
|
7,953
|
|
|
2023
|
|
3,502
|
|
|
2024
|
|
1,102
|
|
|
Total
|
|
$
|
2,376,976
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Short-Term:
|
|
|
|
|
||||
Federal funds purchased
|
|
$
|
—
|
|
|
$
|
256,000
|
|
FHLB advances
|
|
—
|
|
|
235,000
|
|
||
Total short-term borrowings
|
|
$
|
—
|
|
|
$
|
491,000
|
|
|
|
|
|
December 31,
|
||||||
Name of Trust
|
|
Maturity
|
|
2019
|
|
2018
|
||||
At fair value
|
|
|
|
(in thousands)
|
||||||
BankWest Nevada Capital Trust II
|
|
2033
|
|
$
|
15,464
|
|
|
$
|
15,464
|
|
Intermountain First Statutory Trust I
|
|
2034
|
|
10,310
|
|
|
10,310
|
|
||
First Independent Statutory Trust I
|
|
2035
|
|
7,217
|
|
|
7,217
|
|
||
WAL Trust No. 1
|
|
2036
|
|
20,619
|
|
|
20,619
|
|
||
WAL Statutory Trust No. 2
|
|
2037
|
|
5,155
|
|
|
5,155
|
|
||
WAL Statutory Trust No. 3
|
|
2037
|
|
7,732
|
|
|
7,732
|
|
||
Total contractual balance
|
|
|
|
66,497
|
|
|
66,497
|
|
||
FVO on junior subordinated debt
|
|
|
|
(4,812
|
)
|
|
(17,812
|
)
|
||
Junior subordinated debt, at fair value
|
|
|
|
$
|
61,685
|
|
|
$
|
48,685
|
|
At amortized cost
|
|
|
|
|
|
|
||||
Bridge Capital Holdings Trust I
|
|
2035
|
|
$
|
12,372
|
|
|
$
|
12,372
|
|
Bridge Capital Holdings Trust II
|
|
2036
|
|
5,155
|
|
|
5,155
|
|
||
Total contractual balance
|
|
|
|
17,527
|
|
|
17,527
|
|
||
Purchase accounting adjustment, net of accretion (1)
|
|
|
|
(4,845
|
)
|
|
(5,155
|
)
|
||
Junior subordinated debt, at amortized cost
|
|
|
|
$
|
12,682
|
|
|
$
|
12,372
|
|
|
|
|
|
|
|
|
||||
Total junior subordinated debt
|
|
|
|
$
|
74,367
|
|
|
$
|
61,057
|
|
(1)
|
The purchase accounting adjustment is being accreted over the remaining life of the trusts, pursuant to accounting guidance.
|
|
|
December 31,
|
||||||||||||
|
|
2019
|
|
2018
|
||||||||||
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||
Balance, beginning of period
|
|
1,027
|
|
|
$
|
47.53
|
|
|
1,142
|
|
|
$
|
36.96
|
|
Granted
|
|
516
|
|
|
46.04
|
|
|
425
|
|
|
58.02
|
|
||
Vested
|
|
(469
|
)
|
|
39.60
|
|
|
(477
|
)
|
|
32.31
|
|
||
Forfeited
|
|
(114
|
)
|
|
50.80
|
|
|
(63
|
)
|
|
43.62
|
|
||
Balance, end of period
|
|
960
|
|
|
$
|
49.98
|
|
|
1,027
|
|
|
$
|
47.53
|
|
|
|
Unrealized holding gains (losses) on AFS
|
|
Unrealized holding gains (losses) on SERP
|
|
Unrealized holding gains (losses) on junior subordinated debt
|
|
Impairment loss on securities
|
|
Total
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Balance, December 31, 2016
|
|
$
|
(14,916
|
)
|
|
$
|
121
|
|
|
$
|
9,956
|
|
|
$
|
144
|
|
|
$
|
(4,695
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
6,334
|
|
|
264
|
|
|
(3,604
|
)
|
|
—
|
|
|
2,994
|
|
|||||
Amounts reclassified from AOCI
|
|
(1,444
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,444
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
|
4,890
|
|
|
264
|
|
|
(3,604
|
)
|
|
—
|
|
|
1,550
|
|
|||||
Balance, December 31, 2017
|
|
$
|
(10,026
|
)
|
|
$
|
385
|
|
|
$
|
6,352
|
|
|
$
|
144
|
|
|
$
|
(3,145
|
)
|
Balance, January 1, 2018 (1)
|
|
(12,556
|
)
|
|
469
|
|
|
7,740
|
|
|
144
|
|
|
(4,203
|
)
|
|||||
Other comprehensive (loss) income before reclassifications
|
|
(40,808
|
)
|
|
(77
|
)
|
|
5,693
|
|
|
—
|
|
|
(35,192
|
)
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
|
5,773
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,773
|
|
|||||
Net current-period other comprehensive (loss) income
|
|
(35,035
|
)
|
|
(77
|
)
|
|
5,693
|
|
|
—
|
|
|
(29,419
|
)
|
|||||
Balance, December 31, 2018
|
|
$
|
(47,591
|
)
|
|
$
|
392
|
|
|
$
|
13,433
|
|
|
$
|
144
|
|
|
$
|
(33,622
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
71,222
|
|
|
(412
|
)
|
|
(9,804
|
)
|
|
—
|
|
|
61,006
|
|
|||||
Amounts reclassified from AOCI
|
|
(2,232
|
)
|
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
(2,376
|
)
|
|||||
Net current-period other comprehensive income (loss)
|
|
68,990
|
|
|
(412
|
)
|
|
(9,804
|
)
|
|
(144
|
)
|
|
58,630
|
|
|||||
Balance, December 31, 2019
|
|
$
|
21,399
|
|
|
$
|
(20
|
)
|
|
$
|
3,629
|
|
|
$
|
—
|
|
|
$
|
25,008
|
|
(1)
|
As adjusted for adoption of ASU 2016-01 and ASU 2018-02. The cumulative effect of adoption of this guidance at January 1, 2018 resulted in an increase to retained earnings of $1.1 million and a corresponding decrease to accumulated other comprehensive income.
|
|
|
Year Ended December 31,
|
||||||||||
Income Statement Classification
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Gain (loss) on sales of investment securities, net
|
|
$
|
3,152
|
|
|
$
|
(7,656
|
)
|
|
$
|
2,343
|
|
Income tax (expense) benefit
|
|
(776
|
)
|
|
1,883
|
|
|
(899
|
)
|
|||
Net of tax
|
|
$
|
2,376
|
|
|
$
|
(5,773
|
)
|
|
$
|
1,444
|
|
(1)
|
Included in the carrying value of the hedged assets/(liabilities)
|
|
December 31, 2019
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||
|
|
|
Fair Value
|
|
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||||||||||||||
|
Notional
Amount |
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Notional
Amount |
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Notional
Amount |
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Fair value hedges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Interest rate swaps
|
$
|
862,952
|
|
|
$
|
1,778
|
|
|
$
|
55,471
|
|
|
$
|
965,705
|
|
|
$
|
2,162
|
|
|
$
|
44,892
|
|
|
$
|
993,432
|
|
|
$
|
1,703
|
|
|
$
|
53,581
|
|
Total
|
862,952
|
|
|
1,778
|
|
|
55,471
|
|
|
965,705
|
|
|
2,162
|
|
|
44,892
|
|
|
993,432
|
|
|
1,703
|
|
|
53,581
|
|
|||||||||
Netting adjustments (1)
|
—
|
|
|
21
|
|
|
21
|
|
|
—
|
|
|
2,162
|
|
|
2,162
|
|
|
—
|
|
|
896
|
|
|
896
|
|
|||||||||
Net derivatives in the balance sheet
|
$
|
862,952
|
|
|
$
|
1,757
|
|
|
$
|
55,450
|
|
|
$
|
965,705
|
|
|
$
|
—
|
|
|
$
|
42,730
|
|
|
$
|
993,432
|
|
|
$
|
807
|
|
|
$
|
52,685
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Foreign currency contracts
|
$
|
6,711
|
|
|
$
|
44
|
|
|
$
|
18
|
|
|
$
|
49,690
|
|
|
$
|
454
|
|
|
$
|
201
|
|
|
$
|
85,335
|
|
|
$
|
1,232
|
|
|
$
|
983
|
|
Interest rate swaps
|
2,932
|
|
|
81
|
|
|
81
|
|
|
2,378
|
|
|
27
|
|
|
27
|
|
|
36,969
|
|
|
776
|
|
|
776
|
|
|||||||||
Total
|
$
|
9,643
|
|
|
$
|
125
|
|
|
$
|
99
|
|
|
$
|
52,068
|
|
|
$
|
481
|
|
|
$
|
228
|
|
|
$
|
122,304
|
|
|
$
|
2,008
|
|
|
$
|
1,759
|
|
(1)
|
Netting adjustments represent the amounts recorded to convert the Company's derivative balances from a gross basis to a net basis in accordance with the applicable accounting guidance.
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Largest gross exposure (derivative asset) to an individual counterparty
|
|
$
|
1,757
|
|
|
$
|
1,411
|
|
|
$
|
893
|
|
Collateral posted by this counterparty
|
|
1,610
|
|
|
—
|
|
|
—
|
|
|||
Derivative liability with this counterparty
|
|
—
|
|
|
23,906
|
|
|
40,340
|
|
|||
Collateral pledged to this counterparty
|
|
—
|
|
|
25,761
|
|
|
60,476
|
|
|||
Net exposure after netting adjustments and collateral
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands, except per share amounts)
|
||||||||||
Weighted average shares - basic
|
|
102,667
|
|
|
104,669
|
|
|
104,179
|
|
|||
Dilutive effect of stock awards
|
|
466
|
|
|
701
|
|
|
818
|
|
|||
Weighted average shares - diluted
|
|
103,133
|
|
|
105,370
|
|
|
104,997
|
|
|||
Net income
|
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
325,492
|
|
Earnings per share - basic
|
|
4.86
|
|
|
4.16
|
|
|
3.12
|
|
|||
Earnings per share - diluted
|
|
4.84
|
|
|
4.14
|
|
|
3.10
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Current
|
|
$
|
110,184
|
|
|
$
|
91,249
|
|
|
$
|
37,854
|
|
Deferred
|
|
(5,129
|
)
|
|
(16,709
|
)
|
|
88,471
|
|
|||
Total tax provision
|
|
$
|
105,055
|
|
|
$
|
74,540
|
|
|
$
|
126,325
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Income tax at statutory rate
|
|
$
|
126,888
|
|
|
$
|
107,169
|
|
|
$
|
158,136
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
||||||
State income taxes, net of federal benefits
|
|
11,004
|
|
|
9,015
|
|
|
9,765
|
|
|||
Tax-exempt income
|
|
(19,527
|
)
|
|
(18,322
|
)
|
|
(26,403
|
)
|
|||
Change in federal rate applied to deferred items
|
|
—
|
|
|
—
|
|
|
(10,411
|
)
|
|||
Federal NOL and other carryback items
|
|
—
|
|
|
(15,341
|
)
|
|
—
|
|
|||
Excise tax
|
|
—
|
|
|
(137
|
)
|
|
9,689
|
|
|||
Investment tax credits
|
|
(15,000
|
)
|
|
(6,673
|
)
|
|
(7,361
|
)
|
|||
Other, net
|
|
1,690
|
|
|
(1,171
|
)
|
|
(7,090
|
)
|
|||
Total tax provision
|
|
$
|
105,055
|
|
|
$
|
74,540
|
|
|
$
|
126,325
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
||||||
Allowance for credit losses
|
|
$
|
44,809
|
|
|
$
|
42,833
|
|
Lease liability (1)
|
|
20,264
|
|
|
—
|
|
||
Stock-based compensation
|
|
7,351
|
|
|
8,718
|
|
||
Net operating loss carryovers
|
|
5,619
|
|
|
6,255
|
|
||
Unrealized loss on AFS securities
|
|
—
|
|
|
16,047
|
|
||
Other
|
|
19,361
|
|
|
20,687
|
|
||
Total gross deferred tax assets
|
|
97,404
|
|
|
94,540
|
|
||
Deferred tax asset valuation allowance
|
|
—
|
|
|
(2,373
|
)
|
||
Total deferred tax assets
|
|
97,404
|
|
|
92,167
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Right of use asset (1)
|
|
(18,823
|
)
|
|
—
|
|
||
Unrealized gain on AFS securities
|
|
(7,264
|
)
|
|
—
|
|
||
Unrealized gain on junior subordinated debt
|
|
(1,229
|
)
|
|
(5,833
|
)
|
||
Deferred loan costs
|
|
(10,789
|
)
|
|
(9,528
|
)
|
||
Insurance premiums
|
|
(4,514
|
)
|
|
(6,527
|
)
|
||
Premises and equipment
|
|
(8,372
|
)
|
|
(1,201
|
)
|
||
Estimated loss reserve
|
|
(14,890
|
)
|
|
(31,592
|
)
|
||
50(d) income
|
|
(6,792
|
)
|
|
(1,624
|
)
|
||
Other
|
|
(6,706
|
)
|
|
(3,872
|
)
|
||
Total deferred tax liabilities
|
|
(79,379
|
)
|
|
(60,177
|
)
|
||
Deferred tax assets, net
|
|
$
|
18,025
|
|
|
$
|
31,990
|
|
(1)
|
Upon adoption of ASC 842 on January 1, 2019, a lease liability DTA and a right of use asset DTL were established and totaled $9.7 million and $9.1 million, respectively. While there may be significant changes in the separate DTA and DTL balances of these two items, the aggregate effect of these two changes will generally offset and therefore are not discussed as significant changes to the net deferred balance.
|
|
December 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in thousands)
|
||||||
Beginning balance
|
$
|
484
|
|
|
$
|
1,038
|
|
Gross increases
|
|
|
|
||||
Tax positions in prior periods
|
—
|
|
|
—
|
|
||
Current period tax positions
|
1,255
|
|
|
—
|
|
||
Gross decreases
|
|
|
|
||||
Tax positions in prior periods
|
—
|
|
|
(247
|
)
|
||
Settlements
|
—
|
|
|
(307
|
)
|
||
Lapse of statute of limitations
|
—
|
|
|
—
|
|
||
Ending balance
|
$
|
1,739
|
|
|
$
|
484
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Commitments to extend credit, including unsecured loan commitments of $895,175 at December 31, 2019 and $770,114 at December 31, 2018
|
|
$
|
8,348,421
|
|
|
$
|
7,556,741
|
|
Credit card commitments and financial guarantees
|
|
302,909
|
|
|
237,312
|
|
||
Letters of credit, including unsecured letters of credit of $5,850 at December 31, 2019 and $21,879 at December 31, 2018
|
|
175,778
|
|
|
390,161
|
|
||
Total
|
|
$
|
8,827,108
|
|
|
$
|
8,184,214
|
|
|
|
|
|
Amount of Commitment Expiration per Period
|
||||||||||||||||
|
|
Total Amounts Committed
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After 5 Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Commitments to extend credit
|
|
$
|
8,348,421
|
|
|
$
|
2,873,303
|
|
|
$
|
3,170,848
|
|
|
$
|
1,299,506
|
|
|
$
|
1,004,764
|
|
Credit card commitments and financial guarantees
|
|
302,909
|
|
|
302,909
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Letters of credit
|
|
175,778
|
|
|
156,375
|
|
|
18,786
|
|
|
617
|
|
|
—
|
|
|||||
Total
|
|
$
|
8,827,108
|
|
|
$
|
3,332,587
|
|
|
$
|
3,189,634
|
|
|
$
|
1,300,123
|
|
|
$
|
1,004,764
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Unrealized gains/(losses)
|
|
$
|
(13,001
|
)
|
|
$
|
7,550
|
|
|
$
|
(5,824
|
)
|
Changes included in OCI, net of tax
|
|
(9,804
|
)
|
|
5,693
|
|
|
(3,604
|
)
|
(1)
|
Derivative assets and liabilities relate to interest rate swaps, see "Note 12. Derivatives and Hedging Activities." In addition, the carrying value of loans is increased by $53,292 and the net carrying value of subordinated debt is decreased by $401 as of December 31, 2019 for the effective portion of the hedge, which relates to the fair value of the hedges put in place to mitigate against fluctuations in interest rates.
|
(2)
|
Includes only the portion of junior subordinated debt that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.
|
(1)
|
Derivative assets and liabilities relate to interest rate swaps, see "Note 12. Derivatives and Hedging Activities." In addition, the carrying value of loans is increased by $23,039 and the net carrying value of subordinated debt is decreased by $19,691 as of December 31, 2018, which relates to the effective portion of the hedges put in place to mitigate against fluctuations in interest rates.
|
(2)
|
Includes only the portion of junior subordinated debt that is recorded at fair value at each reporting period pursuant to the election of FVO treatment.
|
|
|
Junior Subordinated Debt
|
||||||||||
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Beginning balance
|
|
$
|
(48,684
|
)
|
|
$
|
(56,234
|
)
|
|
$
|
(50,410
|
)
|
Change in fair value (1)
|
|
(13,001
|
)
|
|
7,550
|
|
|
(5,824
|
)
|
|||
Ending balance
|
|
$
|
(61,685
|
)
|
|
$
|
(48,684
|
)
|
|
$
|
(56,234
|
)
|
(1)
|
Unrealized gains/(losses) attributable to changes in the fair value of junior subordinated debt are recorded as part of OCI, net of tax, and totaled $(9.8) million, $5.7 million, and $(3.6) million for the years ended December 31, 2019, 2018, and 2017, respectively.
|
|
|
December 31, 2019
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Input Value
|
|||
|
|
(in thousands)
|
|
|
|
|
|
|
|||
Junior subordinated debt
|
|
$
|
61,685
|
|
|
Discounted cash flow
|
|
Implied credit rating of the Company
|
|
5.09
|
%
|
|
|
December 31, 2018
|
|
Valuation Technique
|
|
Significant Unobservable Inputs
|
|
Input Value
|
|||
|
|
(in thousands)
|
|
|
|
|
|
|
|||
Junior subordinated debt
|
|
$
|
48,684
|
|
|
Discounted cash flow
|
|
Implied credit rating of the Company
|
|
7.82
|
%
|
|
|
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 December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Impaired loans with specific valuation allowance
|
|
$
|
18,203
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,203
|
|
Impaired loans without specific valuation allowance (1)
|
|
92,069
|
|
|
—
|
|
|
—
|
|
|
92,069
|
|
||||
Other assets acquired through foreclosure
|
|
13,850
|
|
|
—
|
|
|
—
|
|
|
13,850
|
|
||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Impaired loans with specific valuation allowance
|
|
$
|
305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
305
|
|
Impaired loans without specific valuation allowance (1)
|
|
91,821
|
|
|
—
|
|
|
—
|
|
|
91,821
|
|
||||
Other assets acquired through foreclosure
|
|
17,924
|
|
|
—
|
|
|
—
|
|
|
17,924
|
|
(1)
|
Net of loan balances with charge-offs of $3.3 million and $19.4 million as of December 31, 2019 and 2018, respectively.
|
|
December 31, 2019
|
|
Valuation Technique(s)
|
|
Significant Unobservable Inputs
|
|
Range
|
||||
|
(in thousands)
|
|
|
|
|
|
|
|
|
||
Impaired loans
|
$
|
110,272
|
|
|
Collateral method
|
|
Third party appraisal
|
|
Costs to sell
|
|
4.0% to 10.0%
|
|
Discounted cash flow method
|
|
Discount rate
|
|
Contractual loan rate
|
|
4.0% to 7.0%
|
||||
|
|
Scheduled cash collections
|
|
Probability of default
|
|
0% to 20.0%
|
|||||
|
|
Proceeds from non-real estate collateral
|
|
Loss given default
|
|
0% to 70.0%
|
|||||
Other assets acquired through foreclosure
|
13,850
|
|
|
Collateral method
|
|
Third party appraisal
|
|
Costs to sell
|
|
4.0% to 10.0%
|
|
December 31, 2018
|
|
Valuation Technique(s)
|
|
Significant Unobservable Inputs
|
|
Range
|
||||
|
(in thousands)
|
|
|
|
|
|
|
|
|
||
Impaired loans
|
$
|
92,126
|
|
|
Collateral method
|
|
Third party appraisal
|
|
Costs to sell
|
|
4.0% to 10.0%
|
|
Discounted cash flow method
|
|
Discount rate
|
|
Contractual loan rate
|
|
4.0% to 7.0%
|
||||
|
|
Scheduled cash collections
|
|
Probability of default
|
|
0% to 20.0%
|
|||||
|
|
Proceeds from non-real estate collateral
|
|
Loss given default
|
|
0% to 70.0%
|
|||||
Other assets acquired through foreclosure
|
17,924
|
|
|
Collateral method
|
|
Third party appraisal
|
|
Costs to sell
|
|
4.0% to 10.0%
|
|
|
December 31, 2019
|
||||||||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
HTM
|
|
$
|
485,107
|
|
|
$
|
—
|
|
|
$
|
516,261
|
|
|
$
|
—
|
|
|
$
|
516,261
|
|
AFS
|
|
3,346,310
|
|
|
32,167
|
|
|
3,314,143
|
|
|
—
|
|
|
3,346,310
|
|
|||||
Equity securities
|
|
138,701
|
|
|
138,701
|
|
|
—
|
|
|
—
|
|
|
138,701
|
|
|||||
Derivative assets
|
|
1,903
|
|
|
—
|
|
|
1,903
|
|
|
—
|
|
|
1,903
|
|
|||||
Loans, net
|
|
20,955,499
|
|
|
—
|
|
|
—
|
|
|
21,256,462
|
|
|
21,256,462
|
|
|||||
Accrued interest receivable
|
|
108,694
|
|
|
—
|
|
|
108,694
|
|
|
—
|
|
|
108,694
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
$
|
22,796,493
|
|
|
$
|
—
|
|
|
$
|
22,813,265
|
|
|
$
|
—
|
|
|
$
|
22,813,265
|
|
Customer repurchase agreements
|
|
16,675
|
|
|
—
|
|
|
16,675
|
|
|
—
|
|
|
16,675
|
|
|||||
Qualifying debt
|
|
393,563
|
|
|
—
|
|
|
332,635
|
|
|
74,155
|
|
|
406,790
|
|
|||||
Derivative liabilities
|
|
55,570
|
|
|
—
|
|
|
55,570
|
|
|
—
|
|
|
55,570
|
|
|||||
Accrued interest payable
|
|
24,661
|
|
|
—
|
|
|
24,661
|
|
|
—
|
|
|
24,661
|
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Carrying Amount
|
|
Fair Value
|
||||||||||||||||
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
HTM
|
|
$
|
302,905
|
|
|
$
|
—
|
|
|
$
|
298,648
|
|
|
$
|
—
|
|
|
$
|
298,648
|
|
AFS
|
|
3,276,988
|
|
|
—
|
|
|
3,276,988
|
|
|
—
|
|
|
3,276,988
|
|
|||||
Equity securities
|
|
115,061
|
|
|
115,061
|
|
|
—
|
|
|
—
|
|
|
115,061
|
|
|||||
Derivative assets
|
|
2,643
|
|
|
—
|
|
|
2,643
|
|
|
—
|
|
|
2,643
|
|
|||||
Loans, net
|
|
17,557,912
|
|
|
—
|
|
|
16,857,852
|
|
|
92,126
|
|
|
16,949,978
|
|
|||||
Accrued interest receivable
|
|
101,275
|
|
|
—
|
|
|
101,275
|
|
|
—
|
|
|
101,275
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
$
|
19,177,447
|
|
|
$
|
—
|
|
|
$
|
19,188,216
|
|
|
$
|
—
|
|
|
$
|
19,188,216
|
|
Customer repurchase agreements
|
|
22,411
|
|
|
—
|
|
|
22,411
|
|
|
—
|
|
|
22,411
|
|
|||||
Other borrowings
|
|
491,000
|
|
|
—
|
|
|
491,000
|
|
|
—
|
|
|
491,000
|
|
|||||
Qualifying debt
|
|
360,458
|
|
|
—
|
|
|
323,572
|
|
|
57,924
|
|
|
381,496
|
|
|||||
Derivative liabilities
|
|
45,120
|
|
|
—
|
|
|
45,120
|
|
|
—
|
|
|
45,120
|
|
|||||
Accrued interest payable
|
|
20,463
|
|
|
—
|
|
|
20,463
|
|
|
—
|
|
|
20,463
|
|
|
|
Total Capital
|
|
Tier 1 Capital
|
|
Risk-Weighted Assets
|
|
Tangible Average Assets
|
|
Total Capital Ratio
|
|
Tier 1 Capital Ratio
|
|
Tier 1 Leverage Ratio
|
|
Common Equity
Tier 1 |
||||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
WAL
|
|
$
|
3,257,874
|
|
|
$
|
2,775,390
|
|
|
$
|
25,390,142
|
|
|
$
|
26,110,275
|
|
|
12.8
|
%
|
|
10.9
|
%
|
|
10.6
|
%
|
|
10.6
|
%
|
WAB
|
|
3,030,301
|
|
|
2,703,549
|
|
|
25,452,261
|
|
|
26,134,431
|
|
|
11.9
|
|
|
10.6
|
|
|
10.3
|
|
|
10.6
|
|
||||
Well-capitalized ratios
|
|
|
|
|
|
|
|
|
|
10.0
|
|
|
8.0
|
|
|
5.0
|
|
|
6.5
|
|
||||||||
Minimum capital ratios
|
|
|
|
|
|
|
|
|
|
8.0
|
|
|
6.0
|
|
|
4.0
|
|
|
4.5
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
WAL
|
|
$
|
2,897,356
|
|
|
$
|
2,431,320
|
|
|
$
|
21,983,976
|
|
|
$
|
22,204,799
|
|
|
13.2
|
%
|
|
11.1
|
%
|
|
10.9
|
%
|
|
10.7
|
%
|
WAB
|
|
2,628,650
|
|
|
2,317,745
|
|
|
22,040,765
|
|
|
22,209,700
|
|
|
11.9
|
|
|
10.5
|
|
|
10.4
|
|
|
10.5
|
|
||||
Well-capitalized ratios
|
|
|
|
|
|
|
|
|
|
10.0
|
|
|
8.0
|
|
|
5.0
|
|
|
6.5
|
|
||||||||
Minimum capital ratios
|
|
|
|
|
|
|
|
|
|
8.0
|
|
|
6.0
|
|
|
4.0
|
|
|
4.5
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Change in benefit obligation
|
|
|
|
|
||||
Benefit obligation at beginning of period
|
|
$
|
9,991
|
|
|
$
|
8,891
|
|
Service cost
|
|
632
|
|
|
614
|
|
||
Interest cost
|
|
569
|
|
|
512
|
|
||
Actuarial losses/(gains)
|
|
834
|
|
|
41
|
|
||
Expected benefits paid
|
|
(270
|
)
|
|
(67
|
)
|
||
Projected benefit obligation at end of year
|
|
$
|
11,756
|
|
|
$
|
9,991
|
|
Unfunded projected/accumulated benefit obligation
|
|
(11,756
|
)
|
|
(9,991
|
)
|
||
Additional liability
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Weighted average assumptions to determine benefit obligation
|
|
|
|
|
||||
Discount rate
|
|
5.25
|
%
|
|
5.75
|
%
|
||
Rate of compensation increase
|
|
3.00
|
%
|
|
3.00
|
%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2020
|
|
2019
|
|
2018
|
||||||
|
|
(in thousands)
|
||||||||||
Components of net periodic benefit cost
|
|
|
|
|
|
|
||||||
Service cost
|
|
$
|
511
|
|
|
$
|
632
|
|
|
$
|
614
|
|
Interest cost
|
|
612
|
|
|
569
|
|
|
512
|
|
|||
Amortization of prior service cost
|
|
19
|
|
|
64
|
|
|
103
|
|
|||
Amortization of actuarial (gains)/losses
|
|
(35
|
)
|
|
(159
|
)
|
|
(164
|
)
|
|||
Net periodic benefit cost
|
|
$
|
1,107
|
|
|
$
|
1,106
|
|
|
$
|
1,065
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income (cost)
|
|
$
|
(16
|
)
|
|
$
|
(95
|
)
|
|
$
|
(61
|
)
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Balance, beginning
|
|
$
|
4,580
|
|
|
$
|
5,918
|
|
New loans
|
|
—
|
|
|
—
|
|
||
Advances
|
|
323
|
|
|
—
|
|
||
Repayments and other
|
|
(1,091
|
)
|
|
(1,338
|
)
|
||
Balance, ending
|
|
$
|
3,812
|
|
|
$
|
4,580
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
ASSETS:
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
75,885
|
|
|
$
|
115,721
|
|
Money market investments
|
|
—
|
|
|
7
|
|
||
Investment securities - AFS
|
|
12,767
|
|
|
16,454
|
|
||
Investment securities - equity
|
|
47,123
|
|
|
49,824
|
|
||
Investment in bank subsidiaries
|
|
3,063,470
|
|
|
2,568,027
|
|
||
Investment in non-bank subsidiaries
|
|
52,337
|
|
|
80,019
|
|
||
Other assets
|
|
22,488
|
|
|
27,200
|
|
||
Total assets
|
|
$
|
3,274,070
|
|
|
$
|
2,857,252
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY:
|
|
|
|
|
||||
Qualifying debt
|
|
$
|
242,000
|
|
|
$
|
211,376
|
|
Accrued interest and other liabilities
|
|
15,322
|
|
|
32,142
|
|
||
Total liabilities
|
|
257,322
|
|
|
243,518
|
|
||
Total stockholders’ equity
|
|
3,016,748
|
|
|
2,613,734
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
3,274,070
|
|
|
$
|
2,857,252
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
|
|
(in thousands)
|
||||||||||
Income:
|
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
|
$
|
134,000
|
|
|
$
|
152,116
|
|
|
$
|
97,264
|
|
Interest income
|
|
2,818
|
|
|
2,905
|
|
|
2,547
|
|
|||
Non-interest income
|
|
5,112
|
|
|
761
|
|
|
2,470
|
|
|||
Total income
|
|
141,930
|
|
|
155,782
|
|
|
102,281
|
|
|||
Expense:
|
|
|
|
|
|
|
||||||
Interest expense
|
|
14,554
|
|
|
13,949
|
|
|
11,459
|
|
|||
Non-interest expense
|
|
19,543
|
|
|
19,025
|
|
|
16,293
|
|
|||
Total expense
|
|
34,097
|
|
|
32,974
|
|
|
27,752
|
|
|||
Income before income taxes and equity in undistributed earnings of subsidiaries
|
|
107,833
|
|
|
122,808
|
|
|
74,529
|
|
|||
Income tax benefit
|
|
5,628
|
|
|
10,436
|
|
|
5,229
|
|
|||
Income before equity in undistributed earnings of subsidiaries
|
|
113,461
|
|
|
133,244
|
|
|
79,758
|
|
|||
Equity in undistributed earnings of subsidiaries
|
|
385,710
|
|
|
302,544
|
|
|
245,734
|
|
|||
Net income
|
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
325,492
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
|
(in thousands)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
499,171
|
|
|
$
|
435,788
|
|
|
$
|
325,492
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Equity in net undistributed earnings of subsidiaries
|
(385,710
|
)
|
|
(302,544
|
)
|
|
(245,734
|
)
|
|||
Other operating activities, net
|
9,885
|
|
|
(5,889
|
)
|
|
16,921
|
|
|||
Net cash provided by operating activities
|
123,346
|
|
|
127,355
|
|
|
96,679
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of securities
|
(10,841
|
)
|
|
(44,409
|
)
|
|
(11,765
|
)
|
|||
Principal pay downs, calls, maturities, and sales proceeds of securities
|
19,032
|
|
|
11,362
|
|
|
23,196
|
|
|||
Capital contributions to subsidiaries
|
—
|
|
|
—
|
|
|
(50,000
|
)
|
|||
Other investing activities, net
|
7
|
|
|
(7
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
8,198
|
|
|
(33,054
|
)
|
|
(38,569
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Share repurchases
|
(120,131
|
)
|
|
(35,688
|
)
|
|
—
|
|
|||
Other financing activities, net
|
80
|
|
|
554
|
|
|
(12,965
|
)
|
|||
Dividends paid on common stock
|
(51,329
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(171,380
|
)
|
|
(35,134
|
)
|
|
(12,965
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(39,836
|
)
|
|
59,167
|
|
|
45,145
|
|
|||
Cash and cash equivalents at beginning of year
|
115,721
|
|
|
56,554
|
|
|
11,409
|
|
|||
Cash and cash equivalents at end of year
|
$
|
75,885
|
|
|
$
|
115,721
|
|
|
$
|
56,554
|
|
|
|
|
|
Regional Segments
|
||||||||||||||||
|
|
Consolidated Company
|
|
Arizona
|
|
Nevada
|
|
Southern California
|
|
Northern California
|
||||||||||
At December 31, 2019:
|
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and investment securities
|
|
$
|
4,471.2
|
|
|
$
|
1.8
|
|
|
$
|
9.0
|
|
|
$
|
2.3
|
|
|
$
|
2.2
|
|
Loans, net of deferred loan fees and costs
|
|
21,123.3
|
|
|
3,847.9
|
|
|
2,252.5
|
|
|
2,253.9
|
|
|
1,311.2
|
|
|||||
Less: allowance for credit losses
|
|
(167.8
|
)
|
|
(31.6
|
)
|
|
(18.0
|
)
|
|
(18.3
|
)
|
|
(9.7
|
)
|
|||||
Total loans
|
|
20,955.5
|
|
|
3,816.3
|
|
|
2,234.5
|
|
|
2,235.6
|
|
|
1,301.5
|
|
|||||
Other assets acquired through foreclosure, net
|
|
13.9
|
|
|
—
|
|
|
13.0
|
|
|
0.9
|
|
|
—
|
|
|||||
Goodwill and other intangible assets, net
|
|
297.6
|
|
|
—
|
|
|
23.2
|
|
|
—
|
|
|
154.6
|
|
|||||
Other assets
|
|
1,083.7
|
|
|
48.6
|
|
|
59.4
|
|
|
15.0
|
|
|
19.8
|
|
|||||
Total assets
|
|
$
|
26,821.9
|
|
|
$
|
3,866.7
|
|
|
$
|
2,339.1
|
|
|
$
|
2,253.8
|
|
|
$
|
1,478.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
$
|
22,796.5
|
|
|
$
|
5,384.7
|
|
|
$
|
4,350.1
|
|
|
$
|
2,585.3
|
|
|
$
|
2,373.6
|
|
Borrowings and qualifying debt
|
|
393.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
|
|
615.1
|
|
|
17.8
|
|
|
11.9
|
|
|
1.2
|
|
|
15.9
|
|
|||||
Total liabilities
|
|
23,805.2
|
|
|
5,402.5
|
|
|
4,362.0
|
|
|
2,586.5
|
|
|
2,389.5
|
|
|||||
Allocated equity:
|
|
3,016.7
|
|
|
453.6
|
|
|
301.0
|
|
|
253.3
|
|
|
312.5
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
26,821.9
|
|
|
$
|
5,856.1
|
|
|
$
|
4,663.0
|
|
|
$
|
2,839.8
|
|
|
$
|
2,702.0
|
|
Excess funds provided (used)
|
|
—
|
|
|
1,989.4
|
|
|
2,323.9
|
|
|
586.0
|
|
|
1,223.9
|
|
|
|
National Business Lines
|
|
|
||||||||||||||||||||
|
|
HOA
Services |
|
Public & Nonprofit Finance
|
|
Technology & Innovation
|
|
Hotel Franchise Finance
|
|
Other NBLs
|
|
Corporate & Other
|
||||||||||||
Assets:
|
|
(in millions)
|
||||||||||||||||||||||
Cash, cash equivalents, and investment securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.1
|
|
|
$
|
4,445.8
|
|
Loans, net of deferred loan fees and costs
|
|
237.2
|
|
|
1,635.6
|
|
|
1,552.0
|
|
|
1,930.8
|
|
|
6,098.7
|
|
|
3.5
|
|
||||||
Less: allowance for credit losses
|
|
(2.0
|
)
|
|
(13.7
|
)
|
|
(12.6
|
)
|
|
(12.6
|
)
|
|
(49.3
|
)
|
|
—
|
|
||||||
Total loans
|
|
235.2
|
|
|
1,621.9
|
|
|
1,539.4
|
|
|
1,918.2
|
|
|
6,049.4
|
|
|
3.5
|
|
||||||
Other assets acquired through foreclosure, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Goodwill and other intangible assets, net
|
|
—
|
|
|
—
|
|
|
119.7
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||
Other assets
|
|
1.2
|
|
|
18.3
|
|
|
7.3
|
|
|
8.8
|
|
|
64.3
|
|
|
841.0
|
|
||||||
Total assets
|
|
$
|
236.4
|
|
|
$
|
1,640.2
|
|
|
$
|
1,666.4
|
|
|
$
|
1,927.1
|
|
|
$
|
6,123.8
|
|
|
$
|
5,290.3
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits
|
|
$
|
3,210.1
|
|
|
$
|
0.1
|
|
|
$
|
3,771.5
|
|
|
$
|
—
|
|
|
$
|
36.9
|
|
|
$
|
1,084.2
|
|
Borrowings and qualifying debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
393.6
|
|
||||||
Other liabilities
|
|
1.8
|
|
|
52.9
|
|
|
0.1
|
|
|
—
|
|
|
2.8
|
|
|
510.7
|
|
||||||
Total liabilities
|
|
3,211.9
|
|
|
53.0
|
|
|
3,771.6
|
|
|
—
|
|
|
39.7
|
|
|
1,988.5
|
|
||||||
Allocated equity:
|
|
84.5
|
|
|
131.6
|
|
|
317.5
|
|
|
158.5
|
|
|
494.3
|
|
|
509.9
|
|
||||||
Total liabilities and stockholders' equity
|
|
$
|
3,296.4
|
|
|
$
|
184.6
|
|
|
$
|
4,089.1
|
|
|
$
|
158.5
|
|
|
$
|
534.0
|
|
|
$
|
2,498.4
|
|
Excess funds provided (used)
|
|
3,060.0
|
|
|
(1,455.6
|
)
|
|
2,422.7
|
|
|
(1,768.6
|
)
|
|
(5,589.8
|
)
|
|
(2,791.9
|
)
|
|
|
|
|
Regional Segments
|
||||||||||||||||
|
|
Consolidated Company
|
|
Arizona
|
|
Nevada
|
|
Southern California
|
|
Northern California
|
||||||||||
At December 31, 2018:
|
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and investment securities
|
|
$
|
4,259.7
|
|
|
$
|
2.5
|
|
|
$
|
10.9
|
|
|
$
|
2.5
|
|
|
$
|
3.0
|
|
Loans, net of deferred loan fees and costs
|
|
17,710.6
|
|
|
3,647.9
|
|
|
2,003.5
|
|
|
2,161.1
|
|
|
1,300.2
|
|
|||||
Less: allowance for credit losses
|
|
(152.7
|
)
|
|
(30.7
|
)
|
|
(18.7
|
)
|
|
(19.8
|
)
|
|
(10.7
|
)
|
|||||
Total loans
|
|
17,557.9
|
|
|
3,617.2
|
|
|
1,984.8
|
|
|
2,141.3
|
|
|
1,289.5
|
|
|||||
Other assets acquired through foreclosure, net
|
|
17.9
|
|
|
0.8
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill and other intangible assets, net
|
|
299.2
|
|
|
—
|
|
|
23.2
|
|
|
—
|
|
|
155.5
|
|
|||||
Other assets
|
|
974.8
|
|
|
46.9
|
|
|
57.8
|
|
|
14.2
|
|
|
23.9
|
|
|||||
Total assets
|
|
$
|
23,109.5
|
|
|
$
|
3,667.4
|
|
|
$
|
2,090.6
|
|
|
$
|
2,158.0
|
|
|
$
|
1,471.9
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
$
|
19,177.4
|
|
|
$
|
5,090.2
|
|
|
$
|
3,996.4
|
|
|
$
|
2,347.5
|
|
|
$
|
1,839.1
|
|
Borrowings and qualifying debt
|
|
851.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
|
|
466.9
|
|
|
10.4
|
|
|
14.5
|
|
|
4.5
|
|
|
12.2
|
|
|||||
Total liabilities
|
|
20,495.8
|
|
|
5,100.6
|
|
|
4,010.9
|
|
|
2,352.0
|
|
|
1,851.3
|
|
|||||
Allocated equity:
|
|
2,613.7
|
|
|
441.0
|
|
|
277.4
|
|
|
242.9
|
|
|
304.1
|
|
|||||
Total liabilities and stockholders' equity
|
|
$
|
23,109.5
|
|
|
$
|
5,541.6
|
|
|
$
|
4,288.3
|
|
|
$
|
2,594.9
|
|
|
$
|
2,155.4
|
|
Excess funds provided (used)
|
|
—
|
|
|
1,874.2
|
|
|
2,197.7
|
|
|
436.9
|
|
|
683.5
|
|
|
|
National Business Lines
|
|
|
||||||||||||||||||||
|
|
HOA
Services |
|
Public & Nonprofit Finance
|
|
Technology & Innovation
|
|
Hotel Franchise Finance
|
|
Other NBLs
|
|
Corporate & Other
|
||||||||||||
Assets:
|
|
(in millions)
|
||||||||||||||||||||||
Cash, cash equivalents, and investment securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,240.8
|
|
Loans, net of deferred loan fees and costs
|
|
210.0
|
|
|
1,547.5
|
|
|
1,200.9
|
|
|
1,479.9
|
|
|
4,154.9
|
|
|
4.7
|
|
||||||
Less: allowance for credit losses
|
|
(1.9
|
)
|
|
(14.2
|
)
|
|
(10.0
|
)
|
|
(8.5
|
)
|
|
(38.2
|
)
|
|
—
|
|
||||||
Total loans
|
|
208.1
|
|
|
1,533.3
|
|
|
1,190.9
|
|
|
1,471.4
|
|
|
4,116.7
|
|
|
4.7
|
|
||||||
Other assets acquired through foreclosure, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.2
|
|
||||||
Goodwill and other intangible assets, net
|
|
—
|
|
|
—
|
|
|
120.4
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
||||||
Other assets
|
|
0.9
|
|
|
20.1
|
|
|
6.3
|
|
|
7.2
|
|
|
37.1
|
|
|
760.4
|
|
||||||
Total assets
|
|
$
|
209.0
|
|
|
$
|
1,553.4
|
|
|
$
|
1,317.6
|
|
|
$
|
1,478.7
|
|
|
$
|
4,153.8
|
|
|
$
|
5,009.1
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Deposits
|
|
$
|
2,607.2
|
|
|
$
|
—
|
|
|
$
|
2,559.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
738.0
|
|
Borrowings and qualifying debt
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
851.5
|
|
||||||
Other liabilities
|
|
2.1
|
|
|
25.2
|
|
|
0.1
|
|
|
0.4
|
|
|
49.6
|
|
|
347.9
|
|
||||||
Total liabilities
|
|
2,609.3
|
|
|
25.2
|
|
|
2,559.1
|
|
|
0.4
|
|
|
49.6
|
|
|
1,937.4
|
|
||||||
Allocated equity:
|
|
70.7
|
|
|
123.9
|
|
|
268.7
|
|
|
122.3
|
|
|
340.0
|
|
|
422.7
|
|
||||||
Total liabilities and stockholders' equity
|
|
$
|
2,680.0
|
|
|
$
|
149.1
|
|
|
$
|
2,827.8
|
|
|
$
|
122.7
|
|
|
$
|
389.6
|
|
|
$
|
2,360.1
|
|
Excess funds provided (used)
|
|
2,471.0
|
|
|
(1,404.3
|
)
|
|
1,510.2
|
|
|
(1,356.0
|
)
|
|
(3,764.2
|
)
|
|
(2,649.0
|
)
|
|
|
|
|
Regional Segments
|
||||||||||||||||
|
|
Consolidated Company
|
|
Arizona
|
|
Nevada
|
|
Southern California
|
|
Northern California
|
||||||||||
Year Ended December 31, 2019:
|
|
(in thousands)
|
||||||||||||||||||
Net interest income
|
|
$
|
1,040,412
|
|
|
$
|
249,083
|
|
|
$
|
161,801
|
|
|
$
|
131,053
|
|
|
$
|
95,697
|
|
Provision for (recovery of) credit losses
|
|
18,500
|
|
|
3,181
|
|
|
545
|
|
|
1,243
|
|
|
(500
|
)
|
|||||
Net interest income after provision for credit losses
|
|
1,021,912
|
|
|
245,902
|
|
|
161,256
|
|
|
129,810
|
|
|
96,197
|
|
|||||
Non-interest income
|
|
65,095
|
|
|
7,169
|
|
|
12,021
|
|
|
4,149
|
|
|
8,591
|
|
|||||
Non-interest expense
|
|
(482,781
|
)
|
|
(96,578
|
)
|
|
(62,276
|
)
|
|
(60,310
|
)
|
|
(51,709
|
)
|
|||||
Income (loss) before income taxes
|
|
604,226
|
|
|
156,493
|
|
|
111,001
|
|
|
73,649
|
|
|
53,079
|
|
|||||
Income tax expense (benefit)
|
|
105,055
|
|
|
39,124
|
|
|
23,310
|
|
|
20,621
|
|
|
14,862
|
|
|||||
Net income
|
|
$
|
499,171
|
|
|
$
|
117,369
|
|
|
$
|
87,691
|
|
|
$
|
53,028
|
|
|
$
|
38,217
|
|
|
|
National Business Lines
|
|
|
||||||||||||||||||||
|
|
HOA
Services |
|
Public & Nonprofit Finance
|
|
Technology & Innovation
|
|
Hotel Franchise Finance
|
|
Other NBLs
|
|
Corporate & Other
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Net interest income
|
|
$
|
86,594
|
|
|
$
|
13,342
|
|
|
$
|
130,299
|
|
|
$
|
52,905
|
|
|
$
|
125,467
|
|
|
$
|
(5,829
|
)
|
Provision for (recovery of) credit losses
|
|
60
|
|
|
57
|
|
|
2,844
|
|
|
3,790
|
|
|
7,280
|
|
|
—
|
|
||||||
Net interest income after provision for credit losses
|
|
86,534
|
|
|
13,285
|
|
|
127,455
|
|
|
49,115
|
|
|
118,187
|
|
|
(5,829
|
)
|
||||||
Non-interest income
|
|
367
|
|
|
—
|
|
|
14,267
|
|
|
—
|
|
|
5,269
|
|
|
13,262
|
|
||||||
Non-interest expense
|
|
(37,078
|
)
|
|
(7,617
|
)
|
|
(47,974
|
)
|
|
(9,180
|
)
|
|
(44,561
|
)
|
|
(65,498
|
)
|
||||||
Income (loss) before income taxes
|
|
49,823
|
|
|
5,668
|
|
|
93,748
|
|
|
39,935
|
|
|
78,895
|
|
|
(58,065
|
)
|
||||||
Income tax expense (benefit)
|
|
11,459
|
|
|
1,304
|
|
|
21,562
|
|
|
9,185
|
|
|
18,146
|
|
|
(54,518
|
)
|
||||||
Net income
|
|
$
|
38,364
|
|
|
$
|
4,364
|
|
|
$
|
72,186
|
|
|
$
|
30,750
|
|
|
$
|
60,749
|
|
|
$
|
(3,547
|
)
|
|
|
|
|
Regional Segments
|
||||||||||||||||
|
|
Consolidated Company
|
|
Arizona
|
|
Nevada
|
|
Southern California
|
|
Northern California
|
||||||||||
Year Ended December 31, 2018:
|
|
(in thousands)
|
||||||||||||||||||
Net interest income
|
|
$
|
915,879
|
|
|
$
|
224,754
|
|
|
$
|
148,085
|
|
|
$
|
115,561
|
|
|
$
|
92,583
|
|
Provision for (recovery of) credit losses
|
|
23,000
|
|
|
2,235
|
|
|
(2,447
|
)
|
|
2,292
|
|
|
1,809
|
|
|||||
Net interest income (expense) after provision for credit losses
|
|
892,879
|
|
|
222,519
|
|
|
150,532
|
|
|
113,269
|
|
|
90,774
|
|
|||||
Non-interest income
|
|
43,116
|
|
|
7,689
|
|
|
11,326
|
|
|
3,800
|
|
|
9,932
|
|
|||||
Non-interest expense
|
|
(425,667
|
)
|
|
(91,161
|
)
|
|
(62,536
|
)
|
|
(57,735
|
)
|
|
(52,574
|
)
|
|||||
Income (loss) before income taxes
|
|
510,328
|
|
|
139,047
|
|
|
99,322
|
|
|
59,334
|
|
|
48,132
|
|
|||||
Income tax expense (benefit)
|
|
74,540
|
|
|
34,824
|
|
|
20,951
|
|
|
16,709
|
|
|
13,565
|
|
|||||
Net income
|
|
$
|
435,788
|
|
|
$
|
104,223
|
|
|
$
|
78,371
|
|
|
$
|
42,625
|
|
|
$
|
34,567
|
|
|
|
National Business Lines
|
|
|
||||||||||||||||||||
|
|
HOA
Services |
|
Public & Nonprofit Finance
|
|
Technology & Innovation
|
|
Hotel Franchise Finance
|
|
Other NBLs
|
|
Corporate & Other
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Net interest income
|
|
$
|
67,154
|
|
|
$
|
15,149
|
|
|
$
|
105,029
|
|
|
$
|
55,332
|
|
|
$
|
80,073
|
|
|
$
|
12,159
|
|
Provision for (recovery of) credit losses
|
|
281
|
|
|
(1,101
|
)
|
|
5,657
|
|
|
3,275
|
|
|
11,046
|
|
|
(47
|
)
|
||||||
Net interest income (expense) after provision for credit losses
|
|
66,873
|
|
|
16,250
|
|
|
99,372
|
|
|
52,057
|
|
|
69,027
|
|
|
12,206
|
|
||||||
Non-interest income
|
|
614
|
|
|
158
|
|
|
14,121
|
|
|
13
|
|
|
2,076
|
|
|
(6,613
|
)
|
||||||
Non-interest expense
|
|
(32,390
|
)
|
|
(8,120
|
)
|
|
(41,159
|
)
|
|
(9,603
|
)
|
|
(26,822
|
)
|
|
(43,567
|
)
|
||||||
Income (loss) before income taxes
|
|
35,097
|
|
|
8,288
|
|
|
72,334
|
|
|
42,467
|
|
|
44,281
|
|
|
(37,974
|
)
|
||||||
Income tax expense (benefit)
|
|
8,072
|
|
|
1,905
|
|
|
16,637
|
|
|
9,768
|
|
|
10,184
|
|
|
(58,075
|
)
|
||||||
Net income
|
|
$
|
27,025
|
|
|
$
|
6,383
|
|
|
$
|
55,697
|
|
|
$
|
32,699
|
|
|
$
|
34,097
|
|
|
$
|
20,101
|
|
|
|
|
|
Regional Segments
|
||||||||||||||||
|
|
Consolidated Company
|
|
Arizona
|
|
Nevada
|
|
Southern California
|
|
Northern California
|
||||||||||
Year Ended December 31, 2017:
|
|
(in thousands)
|
||||||||||||||||||
Net interest income (expense)
|
|
$
|
784,664
|
|
|
$
|
198,622
|
|
|
$
|
145,001
|
|
|
$
|
109,177
|
|
|
$
|
85,360
|
|
Provision for (recovery of) credit losses
|
|
17,250
|
|
|
1,153
|
|
|
(4,724
|
)
|
|
100
|
|
|
4,575
|
|
|||||
Net interest income (expense) after provision for credit losses
|
|
767,414
|
|
|
197,469
|
|
|
149,725
|
|
|
109,077
|
|
|
80,785
|
|
|||||
Non-interest income
|
|
45,344
|
|
|
4,757
|
|
|
9,135
|
|
|
3,396
|
|
|
10,000
|
|
|||||
Non-interest expense
|
|
(360,941
|
)
|
|
(76,118
|
)
|
|
(61,066
|
)
|
|
(51,808
|
)
|
|
(48,387
|
)
|
|||||
Income (loss) before income taxes
|
|
451,817
|
|
|
126,108
|
|
|
97,794
|
|
|
60,665
|
|
|
42,398
|
|
|||||
Income tax expense (benefit)
|
|
126,325
|
|
|
49,317
|
|
|
34,133
|
|
|
25,529
|
|
|
17,591
|
|
|||||
Net income
|
|
$
|
325,492
|
|
|
$
|
76,791
|
|
|
$
|
63,661
|
|
|
$
|
35,136
|
|
|
$
|
24,807
|
|
|
|
National Business Lines
|
|
|
||||||||||||||||||||
|
|
HOA
Services |
|
Public & Nonprofit Finance
|
|
Technology & Innovation
|
|
Hotel Franchise Finance
|
|
Other NBLs
|
|
Corporate & Other
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Net interest income (expense)
|
|
$
|
54,102
|
|
|
$
|
28,485
|
|
|
$
|
82,473
|
|
|
$
|
56,961
|
|
|
$
|
65,908
|
|
|
$
|
(41,425
|
)
|
Provision for (recovery of) credit losses
|
|
341
|
|
|
593
|
|
|
2,821
|
|
|
4,493
|
|
|
9,729
|
|
|
(1,831
|
)
|
||||||
Net interest income (expense) after provision for credit losses
|
|
53,761
|
|
|
27,892
|
|
|
79,652
|
|
|
52,468
|
|
|
56,179
|
|
|
(39,594
|
)
|
||||||
Non-interest income
|
|
558
|
|
|
—
|
|
|
8,422
|
|
|
52
|
|
|
1,772
|
|
|
7,252
|
|
||||||
Non-interest expense
|
|
(28,289
|
)
|
|
(8,522
|
)
|
|
(36,726
|
)
|
|
(10,166
|
)
|
|
(20,550
|
)
|
|
(19,309
|
)
|
||||||
Income (loss) before income taxes
|
|
26,030
|
|
|
19,370
|
|
|
51,348
|
|
|
42,354
|
|
|
37,401
|
|
|
(51,651
|
)
|
||||||
Income tax expense (benefit)
|
|
9,676
|
|
|
6,317
|
|
|
19,255
|
|
|
15,883
|
|
|
14,000
|
|
|
(65,376
|
)
|
||||||
Net income
|
|
$
|
16,354
|
|
|
$
|
13,053
|
|
|
$
|
32,093
|
|
|
$
|
26,471
|
|
|
$
|
23,401
|
|
|
$
|
13,725
|
|
|
|
|
|
Regional Segments
|
||||||||||||||||||
|
|
Consolidated Company
|
|
Arizona
|
|
Nevada
|
|
Southern California
|
|
Northern California
|
||||||||||||
Year Ended December 31, 2019
|
|
(in thousands)
|
||||||||||||||||||||
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service charges and fees
|
|
$
|
23,353
|
|
|
$
|
4,781
|
|
—
|
|
$
|
8,131
|
|
—
|
|
$
|
3,012
|
|
|
$
|
3,885
|
|
Debit and credit card interchange (1)
|
|
5,839
|
|
|
1,151
|
|
—
|
|
1,212
|
|
—
|
|
583
|
|
|
2,859
|
|
|||||
Success fees (2)
|
|
1,580
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|||||
Other income
|
|
288
|
|
|
15
|
|
—
|
|
14
|
|
—
|
|
5
|
|
|
65
|
|
|||||
Total revenue from contracts with customers
|
|
$
|
31,060
|
|
|
$
|
5,947
|
|
|
$
|
9,357
|
|
|
$
|
3,600
|
|
|
$
|
6,809
|
|
||
Revenues outside the scope of ASC 606 (3)
|
|
34,035
|
|
|
1,222
|
|
|
2,664
|
|
|
549
|
|
|
1,782
|
|
|||||||
Total non-interest income
|
|
$
|
65,095
|
|
|
$
|
7,169
|
|
|
$
|
12,021
|
|
|
$
|
4,149
|
|
|
$
|
8,591
|
|
|
|
National Business Lines
|
|
|
||||||||||||||||||||
|
|
HOA Services
|
|
Public & Nonprofit Finance
|
|
Technology & Innovation
|
|
Hotel Franchise Finance
|
|
Other NBLs
|
|
Corporate & Other
|
||||||||||||
Year Ended December 31, 2019
|
|
(in thousands)
|
||||||||||||||||||||||
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service charges and fees
|
|
$
|
329
|
|
|
$
|
—
|
|
|
$
|
3,211
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Debit and credit card interchange (1)
|
|
34
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Success fees (2)
|
|
—
|
|
|
—
|
|
|
1,580
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other income
|
|
3
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
171
|
|
|
11
|
|
||||||
Total revenue from contracts with customers
|
|
$
|
366
|
|
|
$
|
—
|
|
|
$
|
4,795
|
|
|
$
|
—
|
|
|
$
|
175
|
|
|
$
|
11
|
|
Revenues outside the scope of ASC 606 (3)
|
|
1
|
|
|
—
|
|
|
9,472
|
|
|
—
|
|
|
5,094
|
|
|
13,251
|
|
||||||
Total non-interest income
|
|
$
|
367
|
|
|
$
|
—
|
|
|
$
|
14,267
|
|
|
$
|
—
|
|
|
$
|
5,269
|
|
|
$
|
13,262
|
|
(1)
|
Included as part of Card income in the Consolidated Income Statement.
|
(2)
|
Included as part of Income from equity investments in the Consolidated Income Statement.
|
(3)
|
Amounts are accounted for under separate guidance. Refer to discussion of revenue sources not subject to ASC 606 under the Non-interest income section in "Note 1. Summary of Significant Accounting Policies."
|
|
|
|
|
Regional Segments
|
||||||||||||||||
|
|
Consolidated Company
|
|
Arizona
|
|
Nevada
|
|
Southern California
|
|
Northern California
|
||||||||||
Year Ended December 31, 2018
|
|
(in thousands)
|
||||||||||||||||||
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Service charges and fees
|
|
$
|
22,295
|
|
|
$
|
3,902
|
|
|
$
|
8,151
|
|
|
$
|
2,666
|
|
|
$
|
3,795
|
|
Debit and credit card interchange (1)
|
|
6,801
|
|
|
1,132
|
|
|
1,379
|
|
|
650
|
|
|
3,616
|
|
|||||
Success fees (2)
|
|
3,335
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|||||
Other income
|
|
626
|
|
|
181
|
|
|
194
|
|
|
59
|
|
|
161
|
|
|||||
Total revenue from contracts with customers
|
|
$
|
33,057
|
|
|
$
|
5,215
|
|
|
$
|
9,724
|
|
|
$
|
3,375
|
|
|
$
|
7,668
|
|
Revenues outside the scope of ASC 606 (3)
|
|
10,059
|
|
|
2,474
|
|
|
1,602
|
|
|
425
|
|
|
2,264
|
|
|||||
Total non-interest income
|
|
$
|
43,116
|
|
|
$
|
7,689
|
|
|
$
|
11,326
|
|
|
$
|
3,800
|
|
|
$
|
9,932
|
|
|
|
National Business Lines
|
|
|
||||||||||||||||||||
|
|
HOA Services
|
|
Public & Nonprofit Finance
|
|
Technology & Innovation
|
|
Hotel Franchise Finance
|
|
Other NBLs
|
|
Corporate & Other
|
||||||||||||
Year Ended December 31, 2018
|
|
(in thousands)
|
||||||||||||||||||||||
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service charges and fees
|
|
$
|
585
|
|
|
$
|
—
|
|
|
$
|
3,201
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
Debit and credit card interchange (1)
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Success fees (2)
|
|
—
|
|
|
—
|
|
|
3,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Other income
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
26
|
|
||||||
Total revenue from contracts with customers
|
|
$
|
613
|
|
|
$
|
—
|
|
|
$
|
6,440
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
21
|
|
Revenues outside the scope of ASC 606 (3)
|
|
1
|
|
|
158
|
|
|
7,681
|
|
|
13
|
|
|
2,075
|
|
|
(6,634
|
)
|
||||||
Total non-interest income
|
|
$
|
614
|
|
|
$
|
158
|
|
|
$
|
14,121
|
|
|
$
|
13
|
|
|
$
|
2,076
|
|
|
$
|
(6,613
|
)
|
(1)
|
Included as part of Card income in the Consolidated Income Statement.
|
(2)
|
Included as part of Income from equity investments in the Consolidated Income Statement.
|
(3)
|
Amounts are accounted for under separate guidance. Refer to discussion of revenue sources not subject to ASC 606 under the Non-interest income section in "Note 1. Summary of Significant Accounting Policies."
|
|
|
Year Ended December 31, 2019
|
||||||||||||||
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||
Interest income
|
|
$
|
315,420
|
|
|
$
|
315,608
|
|
|
$
|
302,848
|
|
|
$
|
291,168
|
|
Interest expense
|
|
43,447
|
|
|
49,186
|
|
|
48,167
|
|
|
43,832
|
|
||||
Net interest income
|
|
271,973
|
|
|
266,422
|
|
|
254,681
|
|
|
247,336
|
|
||||
Provision for credit losses
|
|
4,000
|
|
|
4,000
|
|
|
7,000
|
|
|
3,500
|
|
||||
Net interest income after provision for credit losses
|
|
267,973
|
|
|
262,422
|
|
|
247,681
|
|
|
243,836
|
|
||||
Non-interest income
|
|
16,027
|
|
|
19,441
|
|
|
14,218
|
|
|
15,410
|
|
||||
Non-interest expense
|
|
(129,699
|
)
|
|
(125,955
|
)
|
|
(114,213
|
)
|
|
(112,914
|
)
|
||||
Income before provision for income taxes
|
|
154,301
|
|
|
155,908
|
|
|
147,686
|
|
|
146,332
|
|
||||
Income tax expense
|
|
26,236
|
|
|
28,533
|
|
|
24,750
|
|
|
25,536
|
|
||||
Net income
|
|
$
|
128,065
|
|
|
$
|
127,375
|
|
|
$
|
122,936
|
|
|
$
|
120,796
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.26
|
|
|
$
|
1.25
|
|
|
$
|
1.19
|
|
|
$
|
1.16
|
|
Diluted
|
|
$
|
1.25
|
|
|
$
|
1.24
|
|
|
$
|
1.19
|
|
|
$
|
1.16
|
|
|
|
Year Ended December 31, 2018
|
||||||||||||||
|
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||
Interest income
|
|
$
|
281,968
|
|
|
$
|
265,216
|
|
|
$
|
251,602
|
|
|
$
|
234,697
|
|
Interest expense
|
|
38,455
|
|
|
31,178
|
|
|
27,494
|
|
|
20,477
|
|
||||
Net interest income
|
|
243,513
|
|
|
234,038
|
|
|
224,108
|
|
|
214,220
|
|
||||
Provision for credit losses
|
|
6,000
|
|
|
6,000
|
|
|
5,000
|
|
|
6,000
|
|
||||
Net interest income after provision for credit losses
|
|
237,513
|
|
|
228,038
|
|
|
219,108
|
|
|
208,220
|
|
||||
Non-interest income
|
|
13,611
|
|
|
4,418
|
|
|
13,444
|
|
|
11,643
|
|
||||
Non-interest expense
|
|
(111,129
|
)
|
|
(113,841
|
)
|
|
(102,548
|
)
|
|
(98,149
|
)
|
||||
Income before provision for income taxes
|
|
139,995
|
|
|
118,615
|
|
|
130,004
|
|
|
121,714
|
|
||||
Income tax expense
|
|
20,909
|
|
|
7,492
|
|
|
25,325
|
|
|
20,814
|
|
||||
Net income
|
|
$
|
119,086
|
|
|
$
|
111,123
|
|
|
$
|
104,679
|
|
|
$
|
100,900
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
1.14
|
|
|
$
|
1.06
|
|
|
$
|
1.00
|
|
|
$
|
0.97
|
|
Diluted
|
|
$
|
1.13
|
|
|
$
|
1.05
|
|
|
$
|
0.99
|
|
|
$
|
0.96
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures.
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accountant Fees and Services
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(1)
|
The following financial statements are incorporated by reference from Item 8 hereto:
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
(2)
|
Financial Statement Schedules
|
3.1
|
|
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
|
|
|
|
3.4
|
|
|
|
|
|
3.5
|
|
|
|
|
|
4.1*
|
|
|
|
|
|
4.2
|
|
|
|
|
|
4.3
|
|
|
|
|
|
4.4
|
|
|
|
|
|
4.5
|
|
|
|
|
|
4.6
|
|
|
|
|
|
4.7
|
|
|
|
|
|
4.8
|
|
|
|
|
|
4.9
|
|
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8*
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
|
|
|
10.12*
|
|
|
|
|
|
10.13*
|
|
|
|
|
|
10.14*
|
|
|
|
|
|
10.15*
|
|
|
|
|
|
21.1*
|
|
|
|
|
|
23.1*
|
|
|
|
|
|
24.1*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32**
|
|
|
|
|
|
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.
|
Item 16.
|
FORM 10-K SUMMARY
|
|
|
WESTERN ALLIANCE BANCORPORATION
|
||
|
|
|
|
|
March 2, 2020
|
|
By:
|
|
/s/ Kenneth A. Vecchione
|
|
|
|
|
Kenneth A. Vecchione
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
Name
|
|
Title
|
|
|
|
/s/ Kenneth A. Vecchione
|
|
President and Chief Executive Officer
|
Kenneth A. Vecchione
|
|
|
|
|
|
/s/ Robert Sarver
|
|
Executive Chairman
|
Robert Sarver
|
|
|
|
|
|
/s/ Dale Gibbons
|
|
Vice Chairman and Chief Financial Officer
|
Dale Gibbons
|
|
(Principal Financial Officer)
|
|
|
|
/s/ J. Kelly Ardrey Jr.
|
|
Senior Vice President and Chief Accounting Officer
|
J. Kelly Ardrey Jr.
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Bruce D. Beach
|
|
Director
|
Bruce D. Beach
|
|
|
|
|
|
/s/ Howard Gould
|
|
Director
|
Howard Gould
|
|
|
|
|
|
/s/ Steven J. Hilton
|
|
Director
|
Steven J. Hilton
|
|
|
|
|
|
/s/ Marianne Boyd Johnson
|
|
Director
|
Marianne Boyd Johnson
|
|
|
|
|
|
/s/ Robert Latta
|
|
Director
|
Robert Latta
|
|
|
|
|
|
/s/ Todd Marshall
|
|
Director
|
Todd Marshall
|
|
|
|
|
|
/s/ Adriane C. McFetridge
|
|
Director
|
Adriane C. McFetridge
|
|
|
|
|
|
/s/ James Nave
|
|
Director
|
James Nave
|
|
|
|
|
|
/s/ Michael Patriarca
|
|
Director
|
Michael Patriarca
|
|
|
|
|
|
/s/ Donald D. Snyder
|
|
Director
|
Donald D. Snyder
|
|
|
|
|
|
/s/ Sung Won Sohn
|
|
Director
|
Sung Won Sohn
|
|
|
•
|
our obligations for money borrowed;
|
•
|
indebtedness evidenced by bonds, debentures, notes or similar instruments;
|
•
|
similar obligations arising from off-balance sheet guarantees and direct credit substitutes;
|
•
|
reimbursement obligations with respect to letters of credit, bankers’ acceptances or similar facilities;
|
•
|
obligations issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business);
|
•
|
capital lease obligations;
|
•
|
obligations associated with derivative products including but not limited to securities contracts, foreign currency exchange contracts, swap agreements (including interest rate and foreign exchange rate swap agreements), cap agreements, floor agreements, collar agreements, interest rate agreements, foreign exchange rate agreements, options, commodity futures contracts, commodity option contracts and similar financial instruments;
|
•
|
debt of others described in the preceding clauses that we have guaranteed or for which we are otherwise liable;
|
•
|
any deferrals, renewals or extensions of Senior Indebtedness; and
|
•
|
General Obligations (as defined below),
|
•
|
indebtedness owed by us to Western Alliance Bank or other subsidiaries; or
|
•
|
any indebtedness the terms of which expressly provide that such indebtedness ranks equally with, or junior to, the debentures, including guarantees of such indebtedness.
|
•
|
irrevocably deposit with the trustee or a paying agent for the debentures funds sufficient to pay the applicable redemption price of, and (unless the redemption date is an interest payment date) accrued interest (including compounded interest, if any) on, the debentures to be redeemed; and
|
•
|
give the trustee or such paying agent, as applicable, irrevocable instructions and authority to pay the redemption price to the holders upon surrender of the global certificate or such other certificates as we may have issued evidencing the debentures.
|
•
|
failure to pay interest on the debentures for 30 days after the payment is due,
|
•
|
failure to pay the principal of or premium, if any, on the debentures when due, or
|
•
|
failure to perform any other covenant or warranty in the Indenture that applies to the debentures for 90 days after we have received written notice of the failure to perform in the manner specified in the Indenture.
|
•
|
the Company shall be the continuing Person, or the Person (if other than the Company) formed by such consolidation or into which the Company is merged or to which all or substantially all of the properties and assets of the Company are sold, transferred or conveyed (the Company or such other Person being the “Surviving Person”), shall be organized and validly existing under the laws of the United States, any State thereof or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the trustee, in form satisfactory to the trustee, all the obligations of the Company under the debentures and the Indenture;
|
•
|
immediately after giving effect to such transaction and the assumption of the obligations as set forth in the preceding bullet point, no event of default, default or any event that is, or after notice or passage of time or both, would be, a default or an event of default shall have occurred and be continuing; and
|
•
|
the Company has delivered to the trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, transfer or conveyance and such supplemental indenture, if any, comply with the applicable provisions of the Indenture and that all conditions precedent therein provided relating to such transaction have been satisfied.
|
•
|
to evidence the succession of another Person to the Company pursuant to the merger covenant described above;
|
•
|
to add to the covenants of the Company for the benefit of the holders of the debentures or to surrender any right or power herein conferred upon the Company;
|
•
|
to add any additional events of default or defaults;
|
•
|
to secure the debentures;
|
•
|
to evidence and provide for a successor trustee;
|
•
|
to cure any ambiguity, or to correct or supplement any provision therein which may be defective or inconsistent with any other provision therein; or
|
•
|
to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the holders of the debentures.
|
•
|
change the stated maturity of the principal of, or any installment of principal of or interest on, any debenture, or reduce the principal amount thereof or the rate of interest or the time of payment of interest thereon or any premium payable upon the redemption thereof, or change the coin or currency in which, any debenture or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the stated maturity thereof (or, in the case of redemption, on or after the redemption date), or adversely affect any rights of the holders of the debentures to require the Company to repay, repurchase or redeem the debentures;
|
•
|
reduce the percentage in principal amount of the debentures, the consent of whose holders is required for any such supplemental indenture, or the consent of whose holders is required for any waiver of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences;
|
•
|
modify any of the provisions relating to approval of amendments or waivers, except to increase any such percentage; or
|
•
|
change any obligation of the Company to maintain an office or agency.
|
•
|
all outstanding debentures have been delivered to the trustee for cancellation; or
|
•
|
all outstanding debentures have become due and payable, or will become due and payable at their stated maturity within one year, or are to be called for redemption within one year and we have deposited or caused to be deposited with the trustee in trust an amount sufficient to pay and discharge the entire indebtedness on the debentures for principal and any premium and interest to the date of such deposit or to the stated maturity or redemption date, as the case may be; and
|
•
|
in either case, we have complied with certain other obligations set forth in the Indenture.
|
•
|
we must irrevocably deposit in trust for the benefit of all holders, a combination of U.S. dollars or U.S. government obligations that will generate enough cash to make interest, principal and any other payments on the debentures on their applicable due dates;
|
•
|
there must be a change in current federal tax law or an Internal Revenue Service (“IRS”) ruling that lets us make the above deposit without causing Holders to be taxed on the debentures any differently than if we did not make the deposit; and
|
•
|
we must deliver an opinion of counsel to the trustee to the effect that the holders of the debentures will have no federal income tax consequences as a result of such deposit and termination.
|
•
|
be unsecured;
|
•
|
have a minimum original maturity of at least five years;
|
•
|
be subordinated to general creditors and all senior indebtedness of the Company; that is, the debentures must be subordinated at a minimum to all borrowed money, similar obligations arising from off-balance sheet guarantees and direct credit substitutes, and obligations associated with derivative products such as interest rate and foreign exchange contracts, commodity contracts, and similar arrangements;
|
•
|
not contain provisions permitting the holders of the debentures to accelerate payment of principal prior to maturity except in the event of receivership, insolvency, liquidation or similar proceedings of the Company or of a major subsidiary depository institution of the Company;
|
•
|
by their terms be callable by the Company only after five years, unless there occurs (i) an event which precludes the debentures from being included in Tier 2 capital, (ii) a tax event, or (iii) the Company is required to register as an investment company pursuant to the Investment Company Act of 1940;
|
•
|
not contain credit sensitive features, such as an interest rate reset, based in whole or in part, on the credit standing of the Company;
|
•
|
redemption or repurchase of the debentures requires prior Federal Reserve approval; and
|
•
|
not contain provisions permitting the institution to redeem or repurchase the debentures prior to the maturity date without prior approval of the Federal Reserve.
|
ARTICLE 1.
|
Establishment and Term of the Plan
|
ARTICLE 3.
|
Severance Benefits
|
•
|
Receive information about the Plan and benefits offered under the Plan.
|
•
|
Examine, without charge, at the Plan Administrator’s office and at other specified locations, all documents governing the Plan, and a copy of the latest annual report filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefit Security Administration.
|
•
|
Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, and copies of the latest annual report and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies.
|
Plan Sponsor
|
Western Alliance Bancorporation
One E. Washington Street, Suite 1400
Phoenix, AZ 85004
|
Plan Name
|
Western Alliance Bancorporation Severance and Change in Control Plan
|
Type of Plan
|
Welfare benefit plan
|
Source of Funds
|
The Company will pay all benefits due and owing under the Plan directly out of its general assets. To the extent that an Executive acquires a right to receive benefits under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.
|
Plan Number
|
503
|
Company’s Employer Identification Number
|
88-0365922
|
Plan Administrator
|
The Compensation Committee of the Board of Directors of Western Alliance Bancorporation
One E. Washington Street, Suite 1400
Phoenix, AZ 85004
Attn: Barbara Kennedy, CHRO
(602) 389-3500
|
Agent for Service
of Legal Process
|
Plan Administrator
|
Plan Year
|
Calendar Year
(January 1 - December 31)
|
Successors
|
The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the stock or assets of the Company by agreement, to expressly assume and agree to maintain the Plan in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, the Plan will be binding upon any successor in accordance with the operation of law and such successor shall be deemed the “Company” for purposes of the Plan.
|
Controlling Law
|
Arizona, to the extent not preempted by Federal law
|
1.
|
Eligibility for Severance Benefits. On or about [INSERT DATE], Employee was informed that he/she was eligible to participate in the Western Alliance Bancorporation Severance and Change in Control Plan (“Plan”), and receive certain severance pay and benefits that would not otherwise be due to Employee, which he/she agrees are specific and sufficient consideration in exchange for execution of this Agreement. Capitalized terms used but not defined herein have the meanings assigned to them in the Plan.
|
2.
|
Eligibility Information. Employee has been informed that this Plan is available to designated executive officers of WAL and its affiliates (“Executives”), who are not party to an employment contract or agreement and are not covered by any other severance or separation pay plan or arrangement, and who are eligible solely for the benefits provided under the Plan and under the Executive’s participation agreement to which the Executive and the Employer Group are party. Employee understands that an Executive who does not experience an Involuntary Termination or Qualified Retirement under the Plan is not eligible for the Severance Benefits under the Plan. Additional information required by the Older Worker Benefit Protection Act will be provided as “Exhibit A” to this Agreement at the time of termination of employment.
|
3.
|
Separation Date. The Employee’s last day of employment with the Employer is [INSERT DATE], (the “Separation Date”). After the Separation Date, the Employee will not represent himself/herself as being an employee, officer, attorney, agent or representative of the Employer Group for any purpose. Except as otherwise set forth in this Agreement, the Separation Date will be the employment termination date for the Employee for all purposes, meaning the Employee will no longer be entitled to any further compensation, monies, or other benefits as an employee of the Employer Group, including coverage under any benefits plans or programs sponsored by the Employer Group. Notwithstanding the foregoing, the Employee will be eligible for continuation of health insurance pursuant to COBRA.
|
4.
|
Return of Property. By the Separation Date, the Employee must return all Employer property, including identification cards or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, electronically stored documents or files, physical files and any other Employer property in the Employee’s possession.
|
5.
|
Employee Representations. The Employee specifically represents, warrants and confirms that: (a) he/she has no claims, complaints or actions of any kind filed against the Employer Group with any court of law, or local, state or federal government or agency; and (b) he/she has been properly paid for all hours worked for the Employer, and that all commissions, bonuses and other compensation due to him/her has been paid, with the exception of his/her final payroll check for his/her salary and any other unpaid compensation through and including the Separation Date, which will be paid on the Separation Date. Any vested benefits under any of the Employer Group’s employee benefit plans are excluded and shall be governed by the terms of the applicable plan documents and award agreements. The Employee specifically represents, warrants and confirms that he/she has not engaged in, and is not aware of, any unlawful conduct in relation to the business of the Employer Group. If any of these statements are not true, the Employee cannot sign this Agreement and must notify the Employer immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee from receiving these benefits, but will require the Employer Group’s review and consideration.
|
6.
|
General Release and Waiver of Claims. In exchange for the consideration provided in this Agreement, the Employee and his/her heirs, executors, representatives, agents, insurers, administrators, successors and assigns (collectively, the “Releasors”) irrevocably and unconditionally fully and forever waive, release and discharge the Employer Group, including the Employer’s parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, and shareholders, in their corporate and individual capacities (collectively, the “Releasees”) from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys’ fees) of any kind whatsoever (collectively, “Claims”), whether known or unknown, from the beginning of time to the date of the Employee’s execution of this Agreement, including,
|
7.
|
Right to Participate In Agency Proceedings/Covenant Not to Sue. Nothing in this Agreement is intended to limit or impair in any way Employee’s right to participate in any manner in any charge or complaint, or any investigation of a charge or complaint by any local, state, or federal agency, including the Equal Employment Opportunity Commission (“EEOC”), the National Labor Relations Board, the Occupational Safety and Health Administration, and the Securities and Exchange Commission (“SEC”). This includes providing documents or other information, without notice to Employer. Employee waives any claim or right to receive damages or compensation on the basis of any such charge, complaint, or investigation; provided, however, that nothing herein shall be construed to waive or limit Employee’s ability to receive any bounty or award for information provided to the SEC concerning suspected violations of law. This release does not waive any rights to unemployment or any rights that may not be released by private agreement. Employee also understands that Employee is not releasing or giving up any claims for any events or actions that happen after Employee executes this Agreement.
|
8.
|
Knowing and Voluntary Acknowledgement. The Employee specifically agrees and acknowledges that:
|
(a)
|
the Employee has read this Agreement in its entirety and understands all of its terms;
|
(b)
|
the Employee has been advised of and has availed himself/herself of his/her right to consult with his/her attorney prior to executing this Agreement;
|
(c)
|
the Employee knowingly, freely and voluntarily assents to all of its terms and conditions including, without limitation, the waiver, release and covenants contained herein;
|
(d)
|
the Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which he/she is otherwise entitled;
|
(e)
|
the Employee is not waiving or releasing rights or claims that may arise after his/her execution of this Agreement;
|
(f)
|
the Employee understands that the waiver and release in this Agreement is being requested in connection with the cessation of his/her employment with the Employer.
|
9.
|
Periods for Considering and Revoking Agreement. This Agreement is intended to release and discharge any claims of Employee under the Age Discrimination in Employment Act (ADEA). To satisfy the requirements of the Older Workers Benefit Protection Act, 29 U.S.C. Section 626(f) (OWBPA), the Employee acknowledges that he/she has been given at least [twenty-one (21) or forty-five (45)] days to consider this Agreement and consult with an attorney of his/her choice. Employee agrees that, if he/she signs this Agreement before the end of the above [21-day or 45-day] period, his/her signature is intended to waive his/her right to consider the Agreement for [21 or 45] days. The Parties agree that Employee may revoke this Agreement at any time within seven days after signing the Agreement by written notice, delivered by overnight mail, to Chief Human Resources Officer, Western Alliance Bank, One E. Washington, Suite 1400, Phoenix, Arizona 85004. The Parties agree that this Agreement shall not become effective or enforceable until the seven days have passed without a revocation being received. This Agreement will be revoked in its entirety if such notice is given, and Employer will have no obligation to take any of the actions or make any payment provided by this Agreement.
|
10.
|
Confidentiality. The Employee agrees and covenants that he/she shall not disclose any of the terms of or amount paid under this Agreement or the negotiation thereof to any individual or entity; provided, however, that the Employee will not be prohibited from making disclosures to his/her attorney, tax and financial advisors and/or immediate family members, or as may be required by law.
|
11.
|
Remedies. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Employer shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available forms of relief.
|
12.
|
Successors and Assigns. The Employer may freely assign this Agreement at any time. This Agreement shall inure to the benefit of the Employer Group and its successors and assigns. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the Employee shall be null and void from the initial date of purported assignment.
|
13.
|
Medicare. Employee affirms, covenants, and warrants he/she is not a Medicare beneficiary and is not currently receiving, has not received in the past, will not have received at the time of payment pursuant to this Agreement, is not entitled to, is not eligible for, and has not applied for or sought Social Security Disability or Medicare benefits. In the event any statement in the preceding sentence is incorrect (for example, but not limited to, if Employee is a Medicare beneficiary, etc.), the following sentences (i.e., the remaining sentences of this Section) apply. Employee affirms, covenants, and warrants he/she has made no claim for illness or injury against, nor is he/she aware of any facts supporting any claim against, the Releasees under which the Releasees could be liable for medical expenses incurred by the Employee before or after the execution of this agreement. Furthermore, Employee is aware of no medical expenses which Medicare has paid and for which the Releasees are or could be liable now or in the future. Employee agrees and affirms that, to the best of his/her knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist. Employee will indemnify, defend, and hold the Releasees harmless from Medicare claims, liens, damages, conditional payments, and rights to payment, if any, including attorneys’ fees, and Employee further agrees to waive any and all future private causes of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A) et seq.
|
14.
|
Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Arizona without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of Arizona, county of Maricopa. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
|
15.
|
Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Employee and the Employer Group pertaining to Employee’s termination of employment with Employer and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.
|
16.
|
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and an Executive Officer of the Employer. No waiver by either of the Parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.
|
17.
|
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.
|
18.
|
Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
|
19.
|
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
|
20.
|
Nonadmission. Nothing in this Agreement shall be construed as an admission of wrongdoing or liability on the part of the Employer Group.
|
21.
|
Notices. All notices under this Agreement must be given in writing by overnight delivery at the addresses indicated in this Agreement or any other address designated in writing by either party.
|
(a)
|
Notice to the Employer:
|
(b)
|
Notice to the Employee will be directed to the last known address provided by Employee to Employer.
|
22.
|
Acknowledgment of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE/SHE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS/HER CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HIS/HER SIGNATURE BELOW IS AN AGREEMENT TO RELEASE WESTERN ALLIANCE BANK AND THE EMPLOYER GROUP FROM ANY AND ALL CLAIMS.
|
EMPLOYEE
|
WESTERN ALLIANCE BANCORPORATION
WESTERN ALLIANCE BANK
|
Signature:_______________________________
Printed Name: ___________________________
Date: __________________________________
|
Signature:_______________________________
Printed Name: ___________________________
Date: __________________________________
Title: ________________________________
|
Job Title
|
Age
|
No. Selected
|
No. Not Selected
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Return of Property. Within 3 business days following the Separation Date, the Employee must return all Employer property, including identification cards or badges, access codes or devices, keys, laptops, computers, telephones, mobile phones, hand-held electronic devices, credit cards, electronically stored documents or files, physical files and any other Employer property in the Employee's possession.
|
2.
|
Employee Representations. The Employee specifically represents, warrants and confirms that: (a) he has no claims, complaints or actions of any kind filed against the Employer Group with any court of law, or local, state or federal government or agency; and (b) he has been properly paid for all hours worked for the Employer, and that all commissions, bonuses and other compensation due to him has been paid, with the exception of his final payroll check for his salary and any other unpaid compensation through and including the Separation Date, which will be paid on the Separation Date. Any vested benefits under any of the Employer Group's employee benefit plans are excluded and shall be governed by the terms of the applicable plan documents and award agreements. The Employee specifically represents, warrants and confirms that he has not engaged in, and is not aware of, any unlawful conduct in relation to the business of the Employer Group. If any of these statements are not true, the Employee cannot sign this Agreement and must notify the Employer immediately, in writing, of the statements that are not true. Such notice will not automatically disqualify the Employee from receiving these benefits, but will require the Employer Group's review and consideration.
|
3.
|
Separation Benefits. In consideration for the Employee's execution and compliance with this Agreement, including the waiver and release of claims in Section 4, the Employer agrees to provide the following benefits:
|
(a)
|
A lump sum payment of $1,500,000.00 (the "Separation Payment"), less applicable employment and income tax withholdings, which shall be reported to the Employee on an IRS Form W-2. If Employee has provided the executed Agreement and this Agreement has not been revoked, Employer will send the Separation Payment to Employee within ten (10) business days after this Agreement becomes effective pursuant to Section 7.
|
4.
|
General Release and Waiver of Claims. In exchange for the consideration provided in this Agreement, the Employee and his heirs, executors, representatives, agents, insurers, administrators, successors and assigns ( collectively, the "Releasors") irrevocably and unconditionally fully and forever waive, release and discharge the Employer Group, including the Employer's parents, subsidiaries, affiliates, predecessors, successors and assigns, and all of their respective officers, directors, employees, and shareholders, in their corporate and individual capacities (collectively, the "Releasees") from any and all claims, demands, actions, causes of actions, obligations, judgments, rights, fees, damages, debts, obligations, liabilities and expenses (inclusive of attorneys' fees) of any kind whatsoever ( collectively, "Claims"), whether known or unknown, from the beginning of time to the date of the Employee's execution of this Agreement, including, without limitation, any claims under any federal, state, local or foreign law, that Releasors may have, have ever had or may in the future have arising out of, or in any way related to the Employee's hire, benefits, employment, termination or separation from employment with the Employer and any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter, including, but not limited to (i) any and all claims under Title VII of the Civil Rights Act, as
|
5.
|
Right to Participate In Agency Proceedings/Covenant Not to Sue. Nothing in this Agreement is intended to limit or impair in any way Employee's right to participate in any manner in any charge or complaint, or any investigation of a charge or complaint by any local, state, or federal agency, including the Equal Employment Opportunity Commission ("EEOC"), the National Labor Relations Board, the Occupational Safety and Health Administration, and the Securities and Exchange Conm1ission ("SEC"). This includes providing documents or other info1mation, without notice to Employer. Employee waives any claim or right to receive damages or compensation on the basis of any such charge, complaint, or investigation; provided, however, that nothing herein shall be construed to waive or limit Employee's ability to receive any bounty or award for information provided to the SEC concerning suspected violations of law. This release does not waive any rights to unemployment or any rights that may not be released by private agreement. Employee also understands that Employee is not releasing or giving up any claims for any events or actions that happen after Employee executes this Agreement.
|
6.
|
Knowing and Voluntary Acknowledgment. The Employee specifically agrees and acknowledges that:
|
(a)
|
the Employee has read this Agreement in its entirety and understands all of its terms;
|
(b)
|
the Employee has been advised of and has availed himself of his right to consult with his attorney prior to executing this Agreement;
|
(c)
|
the Employee knowingly, freely and voluntarily assents to all of its terms and conditions including, without limitation, the waiver, release and covenants contained herein;
|
(d)
|
the Employee is executing this Agreement, including the waiver and release, in exchange for good and valuable consideration in addition to anything of value to which he is otherwise entitled;
|
(e)
|
the Employee is not waiving or releasing rights or claims that may arise after his execution of this Agreement; and
|
(f)
|
the Employee understands that the waiver and release in this Agreement is being requested in connection with the cessation of his employment with the Employer.
|
7.
|
Periods for Considering and Revoking Agreement. This Agreement is intended to release and discharge any claims of Employee under the Age Discrimination in Employment Act (ADEA). To satisfy the requirements of the Older Workers Benefit Protection Act, 29 U.S.C. Section 626(f) (OWBPA), the Employee acknowledges that he has been given at least twenty-one (21) days to consider this Agreement and consult with an attorney of his choice. Employee agrees that, if he signs this Agreement before the end of the above 21-day period, his signature is intended to waive his right to consider the Agreement for 21 days. The Parties agree that Employee may revoke this Agreement at any time within 7 days after signing the Agreement by written notice, delivered by overnight mail, to Barbara Kennedy, Chief Human Resources Officer, Western Alliance Bank, One E. Washington, Suite 1400, Phoenix, Arizona 85004. The Parties agree that this Agreement shall not become effective or enforceable until the 7 days have passed without a revocation being received. This Agreement will be revoked in its entirety if such notice is given, and Employer will have no obligation to take any of the actions or make any payment provided by this Agreement.
|
8.
|
Obligations Regarding Confidential Information.
|
(a)
|
Acknowledgment
|
(b)
|
Definition of Confidential Information
|
(c)
|
Disclosure and Use Restrictions
|
9.
|
Cooperation. The Parties agree that for a limited time following Employee's Separation Date the Employer may require information on certain matters for which the Employee was responsible or was involved with during his employment, and the Employer may seek the Employee's cooperation to transition those matters. Accordingly, for a period of 60 days after the Separation Date, the Employee shall cooperate with the Employer regarding matters arising out of or related to the Employee's service to the Employer. Employer's requests pursuant to this Section shall be reasonable in time and scope, and Employee acknowledges and agrees the Separation Payment is sufficient consideration for all provisions of this Agreement, including reasonable requests pursuant to this Section.
|
10.
|
Non-Disparagement. The Employee agrees and covenants that the Employee shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, derogatory, or disparaging remarks, comments, or statements concerning the Employer Group or its businesses, or any of its employees, officers, or directors and its existing and prospective customers, suppliers, investors, and other associated third parties, now or in the future.
|
11.
|
Future Employment. Employee understands and agrees that, as a condition of this Agreement, he shall not be entitled to any employment with Employer Group, and he hereby agrees not to seek future employment with Employer Group. Employee further acknowledges and agrees that the forbearance to seek future employment stated in this Section 11 is purely contractual, and is in no way involuntary, discriminatory, or retaliatory.
|
12.
|
Confidentiality. The Employee agrees and covenants that he shall not disclose any of the terms of or amount paid under this Agreement or the negotiation thereof to any individual or entity; provided, however, that the Employee will not be prohibited from making disclosures to his attorney, tax and financial advisors and/or immediate family members, or as may be required by law.
|
13.
|
Remedies. In the event of a breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Employer shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford
|
14.
|
Successors and Assigns. The Employer may freely assign this Agreement at any time. This Agreement shall inure to the benefit of the Employer Group and its successors and assigns. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the Employee shall be null and void from the initial date of purported assignment.
|
15.
|
Medicare. Employee affirms, covenants, and warrants he is not a Medicare beneficiary and is not currently receiving, has not received in the past, will not have received at the time of payment pursuant to this Agreement, is not entitled to, is not eligible for, and has not applied for or sought Social Security Disability or Medicare benefits. In the event any statement in the preceding sentence is incorrect (for example, but not limited to, if Employee is a Medicare beneficiary, etc.), the following sentences (i.e., the remaining sentences of this Section) apply. Employee affirms, covenants, and warrants he has made no claim for illness or injury against, nor is he aware of any facts supporting any claim against, the Releasees under which the Releasees could be liable for medical expenses incurred by the Employee before or after the execution of this agreement. Furthermore, Employee is aware of no medical expenses which Medicare has paid and for which the Releasees are or could be liable now or in the future. Employee agrees and affirms that, to the best of his knowledge, no liens of any governmental entities, including those for Medicare conditional payments, exist. Employee will indemnify, defend, and hold the Releasees harmless from Medicare claims, liens, damages, conditional payments, and rights to payment, if any, including attorneys' fees, and Employee further agrees to waive any and all future private causes of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A) et seq.
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16.
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Governing Law: Jurisdiction and Venue. This Agreement, for all purposes, shall be construed in accordance with the laws of Arizona without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of Arizona, county of Maricopa. The Parties hereby irrevocably submit to the exclusive jurisdiction of such courts and waive the defense of inconvenient forum to the maintenance of any such action or proceeding in such venue.
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17.
|
Entire Agreement. Unless specifically provided herein, this Agreement contains all the understandings and representations between the Employee and the Employer Group pertaining to Employee's termination of employment with Employer and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The Parties mutually agree that the Agreement can be specifically enforced in court and can be cited as evidence in legal proceedings alleging breach of the Agreement.
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18.
|
Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and an Executive Officer of the Employer. No waiver by either of the Parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.
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19.
|
Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.
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20.
|
Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
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21.
|
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
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22.
|
Nonadmission. Nothing in this Agreement shall be construed as an admission of wrongdoing or liability on the part of the Employer Group.
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23.
|
Notices. All notices under this Agreement must be given in writing by overnight delivery at the addresses indicated in this Agreement or any other address designated in writing by either party.
|
(a)
|
Notice to the Employer:
|
(b)
|
Notice to the Employee will be directed to the last known address provided by Employee to Employer.
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24.
|
Acknowledgment of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT HIS SIGNATURE BELOW IS AN AGREEMENT TO RELEASE WESTERN ALLIANCE BANK AND THE EMPLOYER GROUP FROM ANY AND ALL CLAIMS.
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EMPLOYEE
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WESTERN ALLIANCE BANCORPORATION
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WESTERN ALLIANCE BANK
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Signature:
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/s/ James Haught
|
Signature:
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/s/ Barbara Kennedy
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Printed Name:
|
James Haught
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Printed Name:
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Barbara Kennedy
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Date:
|
November 2, 2019
|
Date:
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November 2, 2019
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|
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|
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Title:
|
Chief Human Resources Officer
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Re:
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Executive Participation Agreement
|
Name of Executive:
|
[NAME]
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Date of Eligibility and Participation:
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[DATE]
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1.
|
Annual Bonus for the Plan Year in Which a Change in Control Occurs. Upon consummation of a Change in Control, regardless of whether the Executive has incurred a Separation from Service in that Plan Year, the Company will pay the Executive (a) any annual bonus that the Executive had earned in the Plan Year prior to the Plan Year in which the Change in Control occurred, but which was unpaid as of the consummation of the Change in Control, and (b) a pro rata amount of the Target Annual Bonus for the Plan Year in which the Change in Control occurs, based on the number of days elapsed in the Plan Year as of the date of the Change in Control.
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2.
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Severance Benefits. Subject to the conditions and limitations of the Plan and this Agreement, if the Executive experiences an Involuntary Termination or Qualified Retirement, in addition to any Accrued Benefits, the Company shall pay or provide to the Executive, within sixty (60) days following the date of such termination, subject to the Executive’s execution of a Release in accordance with Section 3.8 of the Plan, the following payments and benefits (constituting the “Severance Benefits” under Section 3.4(b) of the Plan):
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(a)
|
Termination for Poor Performance. Upon an Involuntary Termination under Section 3.2(a) of the Plan, the Company shall make a lump sum cash severance payment to the Executive in an amount equal to nine (9) months of the Executive’s Base Salary in the Plan Year in which the Executive’s Separation from Service occurs.
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(b)
|
Termination without Cause. Upon an Involuntary Termination under Section 3.2(b) of the Plan:
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(i)
|
The Company shall make a lump sum cash severance payment to the Executive in an amount equal to one-and-one-half (1 ½) times the Executive’s Base Salary in the Plan Year in which the Executive’s Separation from Service occurs.
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(ii)
|
The Company shall make a lump sum payment to the Executive in an amount equal to the sum of (A) any annual bonus that the Executive had earned in the Plan Year prior to the Plan Year in which the Executive’s Separation from Service occurred, but which was unpaid as of the Executive’s Separation from Service, and (B) a pro rata amount of the Executive’s Target Annual Bonus for the Plan Year in which the Executive’s Separation from Service occurs, based on the number of days elapsed in the Plan Year as of the Executive’s Separation from Service.
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(iii)
|
To the extent permitted by law, the Company shall pay the Executive a lump sum amount equal to the Company portion of the cost of continuing coverage under the Company’s group health benefits plan (so-called “COBRA premiums”) for the Executive and the Executive’s family (if the Executive qualifies for and elects that coverage) for a period of up to twenty-four (24) months (“COBRA Premium Period”) following the Executive’s Separation from Service, if the Executive is eligible and elects such continuing coverage, at the same costs (e.g., employee contribution) and coverage levels and under the same general terms and provisions of such plan as apply to active employees after the Executive’s Separation from Service. Nothing in this Agreement shall be construed to extend the period over which COBRA continuation coverage must be provided to the Executive or the Executive’s dependents beyond that mandated by law. To the extent the provision of health benefits to Executive under to this Section 2(b)(iii) extends beyond the period required by COBRA, such benefits will be provided in accordance with the requirements of Code Section 409A and Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions).
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(c)
|
Certain Involuntary Terminations following a Change in Control. Upon an Involuntary Termination under Section 3.2(c) of the Plan:
|
(i)
|
The Company shall make a lump sum cash severance payment to the Executive in an amount equal to the sum of (i) two (2) times the Executive’s Base Salary (using the greater of the Executive’s Base Salary for the Plan Year in which the Change in Control occurs or the Plan Year in which the Executive’s Separation from Service occurs), and (ii) two (2) times the Executive’s Target Annual Bonus (using the greater of the Annual Bonus for the Plan Year in which the Change in Control occurs or the Plan Year in which the Executive’s Separation from Service occurs).
|
(ii)
|
The Company shall make a lump sum payment to the Executive in an amount equal to a pro rata amount of the Executive’s Target Annual Bonus for the Plan Year in which the Executive’s Separation from Service occurs, based on the number of days elapsed in the Plan Year as of the Executive’s Separation from Service; provided, that, if the Executive’s Separation from Service occurs in the same Plan Year as the Change in Control, to the extent the payment made by the Company under Section 1(b) of this Agreement is less than the Executive would have received under this Section 2(b)(ii), Executive will be entitled only to the difference between the amount payable under this Section 2(b)(ii) and the amount previously paid at the time of the Change in Control under Section 1(b) of this Agreement.
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(iii)
|
The same payment as is provided under Section 2(b)(iii) of this Agreement, subject to the restrictions set forth in Section 2(b)(iii) and applicable law.
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(d)
|
Qualified Retirement. Upon a Qualified Retirement under Section 3.3 of the Plan, a pro rata Annual Bonus paid based on the Company’s actual projected performance at the time of retirement.
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3.
|
State Unemployment Benefits. For purposes of state unemployment benefits, Severance Benefits under the Plan shall be deemed allocated over nine (9) months for Section 2(a), eighteen (18) months for Section 2(b) and twenty-four (24) months for Section 2(c), respectively, following the Executive’s Separation from Service, even if paid in a single lump sum.
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4.
|
At Will Employment. Other than the notice requirements set out in Section 3.8 of the Plan, nothing in this Agreement or in the Plan confers upon the Executive any right to continue in employment for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of the Executive, which rights are hereby expressly reserved by each, terminate the Executive’s employment at any time for any reason.
|
5.
|
Protective Covenants. In consideration for the Executive’s eligibility for Severance Benefits under the Plan, the Executive agrees to the provisions and protective covenants provided for in Article 4 of the Plan, which will apply during and after the Executive’s Separation from Service.
|
6.
|
Recovery of Severance. If the Executive violates the Protective Covenants set forth in Article 4 of the Plan, the Company shall be entitled to recover, and the Executive shall be obligated to repay, all Severance Benefits paid or provide to the Executive under the Plan and this Agreement.
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7.
|
Acknowledgement. You acknowledge and agree that you have fully read, understand, and voluntarily enter into this Agreement. You acknowledge and agree that you have had an opportunity to consult with your personal tax, financial planning advisor, and/or attorney about the tax, financial, and legal consequences of your participation in the Plan before signing this Agreement.
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8.
|
Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.
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WESTERN ALLIANCE BANCORPORATION
|
|
PARTICIPANT
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||
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|
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|
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By:
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|
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Signature
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|
|
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|
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Its:
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|
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Date
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|
|
|
|
|
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Address:
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1 E. Washington St., Suite 1400
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|
Address
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|
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Phoenix, AZ 85004, USA
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|
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|
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ATTACHMENTS:
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Stock Unit Agreement
|
6.
|
The fair market value of the property at the time of transfer (determined without regard to any lapse restriction) was $__________ per share, for a total of $__________.
|
1.
|
You must file one copy of the completed election form with the IRS Service Center where you file your federal income tax returns within 30 days after the Grant Date of your Restricted Stock.
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2.
|
At the same time you file the election form with the IRS, you must also give a copy of the election form to the Secretary of the Company.
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3.
|
You must file another copy of the election form with your federal income tax return (generally, Form 1040) for the taxable year in which the stock is transferred to you.
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Name
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Doing Business As
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Jurisdiction of Incorporation or Organization
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Western Alliance Bank
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Alliance Bank of Arizona
Bridge Bank
First Independent Bank
Bank of Nevada Torrey Pines Bank
Alliance Association Bank
Western Alliance Corporate Finance
Western Alliance Public Finance
Western Alliance Resort Finance
Western Alliance Warehouse Lending
|
|
Arizona
|
CS Insurance Co.
|
|
Not applicable
|
|
Arizona
|
Las Vegas Sunset Properties
|
|
Not applicable
|
|
Nevada
|
Helios Prime, Inc.
|
|
Not applicable
|
|
Delaware
|
Western Alliance Business Trust
|
|
Not applicable
|
|
Delaware
|
WA PWI, LLC
|
|
Not applicable
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|
Arizona
|
Western One, LLC
|
|
Not applicable
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|
Arizona
|
Western Alliance Equipment Finance
|
|
Not applicable
|
|
Arizona
|
BW Real Estate, Inc.
|
|
Not applicable
|
|
Nevada
|
BankWest Nevada Capital Trust II
|
|
Not applicable
|
|
Delaware
|
Intermountain First Statutory Trust I
|
|
Not applicable
|
|
Connecticut
|
First Independent Statutory Trust I
|
|
Not applicable
|
|
Delaware
|
WAL Trust No. 1
|
|
Not applicable
|
|
Delaware
|
WAL Statutory Trust No. 2
|
|
Not applicable
|
|
Connecticut
|
WAL Statutory Trust No. 3
|
|
Not applicable
|
|
Connecticut
|
Bridge Capital Holdings Trust I
|
|
Not applicable
|
|
Delaware
|
Bridge Capital Holdings Trust II
|
|
Not applicable
|
|
Delaware
|
1.
|
I have reviewed this Annual Report on Form 10-K of Western Alliance Bancorporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
/s/ Kenneth A. Vecchione
|
|
|
|
|
Kenneth A. Vecchione
|
|
|
|
|
Chief Executive Officer
|
Date:
|
March 2, 2020
|
|
|
Western Alliance Bancorporation
|
1.
|
I have reviewed this Annual Report on Form 10-K of Western Alliance Bancorporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
|
|
|
/s/ Dale Gibbons
|
|
|
|
|
Dale Gibbons
|
|
|
|
|
Chief Financial Officer
|
Date:
|
March 2, 2020
|
|
|
Western Alliance Bancorporation
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
|
|
|
|
|
Date:
|
March 2, 2020
|
|
|
/s/ Kenneth A. Vecchione
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
Western Alliance Bancorporation
|
|
|
|
|
|
Date:
|
March 2, 2020
|
|
|
/s/ Dale Gibbons
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
Western Alliance Bancorporation
|