Covered Assets and Indemnification Asset

Covered Loans, Net

Loans acquired in an Federal Deposit Insurance Corporation ("FDIC")-assisted acquisition that are subject to a loss-share agreement are referred to as covered loans and reported separately in our statements of financial condition. Covered loans are reported exclusive of the cash flow reimbursements expected from the FDIC.

The following table presents the major types of covered loans as of June 30, 2014 and December 31, 2013:



(in thousands)	June 30, 2014			December 31, 2013
Commercial real estate
Non-owner occupied term, net	$	169,299		$	206,902
Owner occupied term, net	48,191			49,817
Multifamily, net	23,869			37,671
Construction & development, net	2,383			3,455
Residential development, net	3,167			7,286
Commercial
Term, net	10,109			15,719
LOC & other, net	8,604			6,698
Residential
Mortgage, net	18,337			22,316
Home equity loans & lines, net	18,220			19,637
Consumer & other, net	3,931			4,262
Total, net of deferred fees and costs	$	306,110		$	373,763
Allowance for covered loans	(8,500		)	(9,771		)
Total	$	297,610		$	363,992

The outstanding contractual unpaid principal balance, excluding purchase accounting adjustments, at June 30, 2014 was $366.4 million as compared to $462.4 million at December 31, 2013.

In estimating the fair value of the covered loans at the acquisition date, we (a) calculated the contractual amount and timing of undiscounted principal and interest payments and (b) estimated the amount and timing of undiscounted expected principal and interest payments. The difference between these two amounts represents the nonaccretable difference.

On the acquisition date, the amount by which the undiscounted expected cash flows exceed the estimated fair value of the acquired loans is the "accretable yield." The accretable yield is then measured at each financial reporting date and represents the difference between the remaining undiscounted expected cash flows and the current carrying value of the loans.

The following table presents the changes in the accretable yield for the three and six months ended June 30, 2014 and 2013 for the covered loan portfolio:



(in thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Balance, beginning of period	$	115,574		$	169,620		$	126,484		$	183,388
Accretion to interest income	(15,601		)	(14,387		)	(27,983		)	(28,584		)
Disposals	(13,397		)	(4,523		)	(17,254		)	(7,453		)
Reclassifications from nonaccretable difference	8,446			4,093			13,775			7,452
Balance, end of period	$	95,022		$	154,803		$	95,022		$	154,803

Allowance for Covered Loan Losses

The following table summarizes activity related to the allowance for covered loan losses by covered loan portfolio segment for the three and six months ended June 30, 2014 and 2013:



(in thousands)	Three Months Ended June 30, 2014
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	6,071		$	3,469		$	632		$	148		$	10,320
Charge-offs	(700		)	(745		)	(46		)	(27		)	(1,518		)
Recoveries	238			125			20			18			401
(Recapture) provision	(647		)	(10		)	(56		)	10			(703		)
Balance, end of period	$	4,962		$	2,839		$	550		$	149		$	8,500

	Three Months Ended June 30, 2013
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	12,374		$	4,867		$	685		$	295		$	18,221
Charge-offs	(507		)	(484		)	(58		)	(154		)	(1,203		)
Recoveries	191			108			89			33			421
(Recapture) provision	(3,187		)	21			92			2			(3,072		)
Balance, end of period	$	8,871		$	4,512		$	808		$	176		$	14,367




(in thousands)	Six Months Ended June 30, 2014
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	6,105		$	2,837		$	660		$	169		$	9,771
Charge-offs	(1,046		)	(914		)	(164		)	(63		)	(2,187		)
Recoveries	629			246			135			38			1,048
(Recapture) provision	(726		)	670			(81		)	5			(132		)
Balance, end of period	$	4,962		$	2,839		$	550		$	149		$	8,500

	Six Months Ended June 30, 2013
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	12,129		$	4,980		$	804		$	362		$	18,275
Charge-offs	(768		)	(813		)	(108		)	(332		)	(2,021		)
Recoveries	487			272			126			68			953
(Recapture) provision	(2,977		)	73			(14		)	78			(2,840		)
Balance, end of period	$	8,871		$	4,512		$	808		$	176		$	14,367

The following table presents the allowance and recorded investment in covered loans by portfolio segment as of June 30, 2014 and 2013:



(in thousands)	June 30, 2014
	Commercial						Consumer
	Real Estate		Commercial		Residential		& Other		Total
Allowance for covered loans:
Loans acquired with deteriorated credit quality (1)	$	4,880	$	2,618	$	497	$	98	$	8,093
Collectively evaluated for impairment (2)	82		221		53		51		407
Total	$	4,962	$	2,839	$	550	$	149	$	8,500
Covered loans:
Loans acquired with deteriorated credit quality (1)	$	246,377	$	9,551	$	31,436	$	1,454	$	288,818
Collectively evaluated for impairment (2)	532		9,162		5,121		2,477		17,292
Total	$	246,909	$	18,713	$	36,557	$	3,931	$	306,110



(in thousands)	June 30, 2013
	Commercial						Consumer
	Real Estate		Commercial		Residential		& Other		Total
Allowance for covered loans:
Loans acquired with deteriorated credit quality (1)	$	8,497	$	4,124	$	758	$	130	$	13,509
Collectively evaluated for impairment (2)	374		388		50		46		858
Total	$	8,871	$	4,512	$	808	$	176	$	14,367
Covered loans:
Loans acquired with deteriorated credit quality (1)	$	348,013	$	21,935	$	41,416	$	2,192	$	413,556
Collectively evaluated for impairment (2)	2,876		9,475		5,040		2,479		19,870
Total	$	350,889	$	31,410	$	46,456	$	4,671	$	433,426

(1) The valuation allowance is netted against the carrying value of the covered loan balance.

(2) The allowance on covered loan losses includes an allowance on covered loan advances on acquired loans subsequent to acquisition.

The valuation allowance on covered loans was reduced by recaptured provision of $873,000 and $1.3 million for the three and six months ended June 30, 2014, respectively, and $4.1 million and $5.7 million for the three and six months ended June 30, 2013, respectively.

Covered Credit Quality Indicators

Covered loans are risk rated in a manner consistent with non-covered loans. As previously noted, the Bank's risk rating methodology assigns risk ratings ranging from 1 to 10, where a higher rating represents higher risk. The 10 risk rating groupings are described fully in Note 5. The following table includes loans acquired with deteriorated credit quality and advances made subsequent to acquisition on covered loans.

The following table summarizes our internal risk rating grouping by covered loans, net as of June 30, 2014 and December 31, 2013:



(in thousands)	June 30, 2014
			Special
	Pass/Watch		Mention		Substandard		Doubtful		Loss		Total
Commercial real estate
Non-owner occupied term, net	$	105,875	$	21,468	$	39,625	$	—	$	—	$	166,968
Owner occupied term, net	30,342		4,865		11,827		—		—		47,034
Multifamily, net	13,358		1,158		8,893		—		—		23,409
Construction & development, net	1,148		—		824		—		—		1,972
Residential development, net	—		225		2,273		64		—		2,562
Commercial
Term, net	3,639		505		3,372		—		—		7,516
LOC & other, net	7,618		10		730		—		—		8,358
Residential
Mortgage, net	18,272		—		—		—		—		18,272
Home equity loans & lines, net	17,655		—		81		—		—		17,736
Consumer & other, net	3,783		—		—		—		—		3,783
Total, net of deferred fees and costs and allowance for loan losses	$	201,690	$	28,231	$	67,625	$	64	$	—	$	297,610



(in thousands)	December 31, 2013
			Special
	Pass/Watch		Mention		Substandard		Doubtful		Loss		Total
Commercial real estate
Non-owner occupied term, net	$	133,452	$	26,321	$	44,279	$	—	$	—	$	204,052
Owner occupied term, net	30,119		3,370		14,971		213		—		48,673
Multifamily, net	24,213		2,563		10,409		—		—		37,185
Construction & development, net	1,117		—		1,686		—		—		2,803
Residential development, net	492		224		5,541		54		—		6,311
Commercial
Term, net	3,753		3,141		6,128		258		—		13,280
LOC & other, net	4,630		991		681		—		—		6,302
Residential
Mortgage, net	22,175		—		—		—		—		22,175
Home equity loans & lines, net	19,043		—		76		—		—		19,119
Consumer & other, net	4,092		—		—		—		—		4,092
Total, net of deferred fees and costs and allowance for loan losses	$	243,086	$	36,610	$	83,771	$	525	$	—	$	363,992

FDIC Indemnification Asset

The Company has elected to account for amounts receivable under the loss-share agreements as an indemnification asset. The FDIC indemnification asset is initially recorded at fair value, based on the discounted value of expected future cash flows under the loss-share agreement. The difference between the present value and the undiscounted cash flows the Company expects to collect from the FDIC will be accreted into non-interest income over the life of the FDIC indemnification asset.

Subsequent to initial recognition, the FDIC indemnification asset is reviewed quarterly and adjusted for any changes in expected cash flows based on recent performance and expectations for future performance of the covered assets. These adjustments are measured on the same basis as the related covered loans and covered OREO. Any increases in cash flow of the covered assets over those expected will reduce the FDIC indemnification asset and any decreases in cash flow of the covered assets under those expected will increase the FDIC indemnification asset. Increases and decreases to the FDIC indemnification asset are recorded as adjustments to non-interest income. The resulting carrying value of the indemnification asset represents the amounts recoverable from the FDIC for future expected losses, and the amounts due from the FDIC for claims related to covered losses the Company has incurred less amounts due back to the FDIC relating to shared recoveries.

The following table summarizes the activity related to the FDIC indemnification asset for the three and six months ended June 30, 2014 and 2013:



(in thousands)	Three Months ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Balance, beginning of period	$	18,362		$	46,046		$	23,174		$	52,798
Change in FDIC indemnification asset	(5,601		)	(8,294		)	(10,441		)	(13,367		)
Transfers to due from FDIC and other	(1,468		)	(1,489		)	(1,440		)	(3,168		)
Balance, end of period	$	11,293		$	36,263		$	11,293		$	36,263