LOANS AND LEASES

12 Months Ended

Dec. 31, 2012

LOANS AND LEASES

LOANS AND LEASES

NOTE 6—LOANS AND LEASES

• Non-Covered Loans and Leases

        When we refer to non-covered loans we are referring to loans not covered by our FDIC loss sharing agreements.

        The Company funds commercial, real estate, and consumer loans to customers in the regions the Bank serves, which are mainly in Southern California. The non-covered foreign loans are primarily to individuals and entities located in Mexico. All of our non-covered foreign loans are denominated in U.S. dollars and the majority is collateralized by assets located in the United States or guaranteed or insured by businesses located in the United States.

        The following table presents the composition of our non-covered loans and leases as of the dates indicated:

	December 31,
	2012			2011
	(In thousands)
Real estate mortgage	$	1,917,670		$	1,982,464
Real estate construction		129,959			113,059
Commercial		787,775			671,939
Leases		174,373			—
Consumer		22,487			23,711
Foreign		17,241			20,932
Total gross non-covered loans and leases		3,049,505			2,812,105
Less:
Unearned income		(2,535	)		(4,392	)
Allowance for loan and lease losses		(65,899	)		(85,313	)
Total net non-covered loans and leases	$	2,981,071		$	2,722,400

        The following table presents a summary of the activity in the allowance for credit losses on non-covered loans and leases for the years indicated:

	Components
							Total Allowance for Credit Losses
	Allowance for Loan and Lease Losses			Reserve for Unfunded Loan Commitments
	(In thousands)
Balance, December 31, 2009	$	118,717		$	5,561		$	124,278
Charge-offs(1)		(203,222	)		—			(203,222	)
Recoveries		4,280			—			4,280
Provision		178,878			114			178,992
Balance, December 31, 2010		98,653			5,675			104,328
Charge-offs		(28,560	)		—			(28,560	)
Recoveries		4,715			—			4,715
Provision		10,505			2,795			13,300
Balance, December 31, 2011		85,313			8,470			93,783
Charge-offs		(13,070	)		—			(13,070	)
Recoveries		3,406			—			3,406
Negative provision		(9,750	)		(2,250	)		(12,000	)
Balance, December 31, 2012	$	65,899		$	6,220		$	72,119

⁽¹⁾

Charge-offs related to loans sold were $144.6 million in 2010.

        The following tables present summaries of the activity in the allowance for loan and lease losses on non-covered loans and leases by portfolio segment for the years indicated:

	Year Ended December 31, 2012
	Real Estate Mortgage			Real Estate Construction			Commercial			Leases			Consumer			Foreign			Total
	(In thousands)
Allowance for Loan and Lease Losses on Non-Covered Loans and Leases:
Beginning balance	$	50,205		$	8,697		$	23,308		$	—		$	2,768		$	335		$	85,313
Charge-offs		(7,680	)		(492	)		(4,580	)		(28	)		(290	)		—			(13,070	)
Recoveries		1,598			49			1,600			—			137			22			3,406
Provision (negative provision)		(5,423	)		(5,033	)		267			1,587			(889	)		(259	)		(9,750	)
Ending balance	$	38,700		$	3,221		$	20,595		$	1,559		$	1,726		$	98		$	65,899
Amount of the allowance applicable to loans and leases:
Individually evaluated for impairment	$	7,827		$	371		$	4,525		$	—		$	265		$	—		$	12,988
Collectively evaluated for impairment	$	30,873		$	2,850		$	16,070		$	1,559		$	1,461		$	98		$	52,911
Non-Covered Loan and Lease Balances:
Ending balance	$	1,917,670		$	129,959		$	787,775		$	174,373		$	22,487		$	17,241		$	3,049,505
The ending balance of the non-covered loan and lease portfolio is composed of loans and leases:
Individually evaluated for impairment	$	106,542		$	25,450		$	12,708		$	244		$	628		$	—		$	145,572
Collectively evaluated for impairment	$	1,811,128		$	104,509		$	775,067		$	174,129		$	21,859		$	17,241		$	2,903,933

	Year Ended December 31, 2011
	Real Estate Mortgage			Real Estate Construction			Commercial			Consumer			Foreign			Total
	(In thousands)
Allowance for Loan Losses on Non-Covered Loans:
Beginning balance	$	51,657		$	8,766		$	33,229		$	4,652		$	349		$	98,653
Charge-offs		(10,180	)		(6,886	)		(10,072	)		(1,422	)		—			(28,560	)
Recoveries		513			1,025			1,668			1,394			115			4,715
Provision (negative provision)		8,215			5,792			(1,517	)		(1,856	)		(129	)		10,505
Ending balance	$	50,205		$	8,697		$	23,308		$	2,768		$	335		$	85,313
Amount of the allowance applicable to loans:
Individually evaluated for impairment	$	11,494		$	2,073		$	6,793		$	413		$	—		$	20,773
Collectively evaluated for impairment	$	38,711		$	6,624		$	16,515		$	2,355		$	335		$	64,540
Non-Covered Loan Balances:
Ending balance	$	1,982,464		$	113,059		$	671,939		$	23,711		$	20,932		$	2,812,105
The ending balance of the non-covered loan portfolio is composed of loans:
Individually evaluated for impairment	$	118,821		$	31,792		$	23,710		$	728		$	—		$	175,051
Collectively evaluated for impairment	$	1,863,643		$	81,267		$	648,229		$	22,983		$	20,932		$	2,637,054

        The following tables present the credit risk rating categories for non-covered loans and leases by portfolio segment and class as of the dates indicated. Nonclassified loans and leases are those with a credit risk rating of either pass or special mention, while classified loans and leases are those with a credit risk rating of either substandard or doubtful.

	December 31, 2012						December 31, 2011
	Nonclassified		Classified		Total		Nonclassified		Classified		Total
	(In thousands)
Real estate mortgage:
Hospitality	$	168,489	$	12,655	$	181,144	$	123,071	$	21,331	$	144,402
SBA 504		48,372		5,786		54,158		51,522		6,855		58,377
Other		1,633,448		48,920		1,682,368		1,690,830		88,855		1,779,685
Total real estate mortgage		1,850,309		67,361		1,917,670		1,865,423		117,041		1,982,464
Real estate construction:
Residential		46,591		2,038		48,629		14,743		2,926		17,669
Commercial		77,503		3,827		81,330		64,667		30,723		95,390
Total real estate construction		124,094		5,865		129,959		79,410		33,649		113,059
Commercial:
Collateralized		440,187		12,989		453,176		395,041		18,979		414,020
Unsecured		66,947		2,897		69,844		75,017		3,920		78,937
Asset-based		235,075		4,355		239,430		149,947		40		149,987
SBA 7(a)		18,888		6,437		25,325		18,045		10,950		28,995
Total commercial		761,097		26,678		787,775		638,050		33,889		671,939
Leases		174,129		244		174,373		—		—		—
Consumer		21,616		871		22,487		22,730		981		23,711
Foreign		17,241		—		17,241		20,932		—		20,932
Total non-covered loans and leases	$	2,948,486	$	101,019	$	3,049,505	$	2,626,545	$	185,560	$	2,812,105

        In addition to our internal credit risk rating process, our federal and state banking regulators, as an integral part of their examination process, periodically review the Company's loan risk rating classifications. Our regulators may require the Company to recognize rating downgrades based on their judgments related to information available to them at the time of their examinations. Risk rating downgrades generally result in higher allowances for credit losses.

        The following tables present an aging analysis of our non-covered loans and leases by portfolio segment and class as of the dates indicated:

	December 31, 2012
	30 - 59 Days Past Due		60 - 89 Days Past Due		Greater Than 90 Days Past Due		Total Past Due		Current		Total
	(In thousands)
Real estate mortgage:
Hospitality	$	—	$	—	$	—	$	—	$	181,144	$	181,144
SBA 504		955		—		1,727		2,682		51,476		54,158
Other		3,822		54		3,134		7,010		1,675,358		1,682,368
Total real estate mortgage		4,777		54		4,861		9,692		1,907,978		1,917,670
Real estate construction:
Residential		—		—		—		—		48,629		48,629
Commercial		—		—		1,245		1,245		80,085		81,330
Total real estate construction		—		—		1,245		1,245		128,714		129,959
Commercial:
Collateralized		902		161		228		1,291		451,885		453,176
Unsecured		3		135		225		363		69,481		69,844
Asset-based		—		—		176		176		239,254		239,430
SBA 7(a)		281		547		1,271		2,099		23,226		25,325
Total commercial		1,186		843		1,900		3,929		783,846		787,775
Leases		225		132		244		601		173,772		174,373
Consumer		23		1		—		24		22,463		22,487
Foreign		—		—		—		—		17,241		17,241
Total non-covered loans and leases	$	6,211	$	1,030	$	8,250	$	15,491	$	3,034,014	$	3,049,505

        At December 31, 2012 and 2011, the Company had no loans or leases that were greater than 90 days past due and still accruing interest. It is the Company's policy to discontinue accruing interest when principal or interest payments are past due 90 days or when, in the opinion of management, there is a reasonable doubt as to collectability in the normal course of business. At December 31, 2012, nonaccrual loans and leases totaled $39.3 million. Nonaccrual loans and leases included $3.9 million of loans and leases 30 to 89 days past due and $27.1 million of current loans and leases which were placed on nonaccrual status based on management's judgment regarding their collectability.

	December 31, 2011
	30 - 59 Days Past Due		60 - 89 Days Past Due		Greater Than 90 Days Past Due		Total Past Due		Current		Total
	(In thousands)
Real estate mortgage:
Hospitality	$	—	$	—	$	—	$	—	$	144,402	$	144,402
SBA 504		718		—		842		1,560		56,817		58,377
Other		12,953		191		13,205		26,349		1,753,336		1,779,685
Total real estate mortgage		13,671		191		14,047		27,909		1,954,555		1,982,464
Real estate construction:
Residential		—		475		—		475		17,194		17,669
Commercial		2,290		—		2,182		4,472		90,918		95,390
Total real estate construction		2,290		475		2,182		4,947		108,112		113,059
Commercial:
Collateralized		275		423		1,701		2,399		411,621		414,020
Unsecured		4		—		151		155		78,782		78,937
Asset-based		—		—		—		—		149,987		149,987
SBA 7(a)		996		646		274		1,916		27,079		28,995
Total commercial		1,275		1,069		2,126		4,470		667,469		671,939
Consumer		72		40		17		129		23,582		23,711
Foreign		—		—		—		—		20,932		20,932
Total non-covered loans	$	17,308	$	1,775	$	18,372	$	37,455	$	2,774,650	$	2,812,105

        Nonaccrual loans totaled $58.3 million at December 31, 2011, of which $2.5 million were 30 to 89 days past due and $37.4 million were current.

        The following tables present our non-covered nonaccrual and performing loans and leases by portfolio segment and class as of the dates indicated:

	December 31, 2012						December 31, 2011
	Nonaccrual		Performing		Total		Nonaccrual		Performing		Total
	(In thousands)
Real estate mortgage:
Hospitality	$	6,908	$	174,236	$	181,144	$	7,251	$	137,151	$	144,402
SBA 504		2,982		51,176		54,158		2,800		55,577		58,377
Other		15,929		1,666,439		1,682,368		21,286		1,758,399		1,779,685
Total real estate mortgage		25,819		1,891,851		1,917,670		31,337		1,951,127		1,982,464
Real estate construction:
Residential		1,057		47,572		48,629		1,086		16,583		17,669
Commercial		2,715		78,615		81,330		6,194		89,196		95,390
Total real estate construction		3,772		126,187		129,959		7,280		105,779		113,059
Commercial:
Collateralized		2,648		450,528		453,176		8,186		405,834		414,020
Unsecured		2,019		67,825		69,844		3,057		75,880		78,937
Asset-based		176		239,254		239,430		14		149,973		149,987
SBA 7(a)		4,181		21,144		25,325		7,801		21,194		28,995
Total commercial		9,024		778,751		787,775		19,058		652,881		671,939
Leases		244		174,129		174,373		—		—		—
Consumer		425		22,062		22,487		585		23,126		23,711
Foreign		—		17,241		17,241		—		20,932		20,932
Total non-covered loans and leases	$	39,284	$	3,010,221	$	3,049,505	$	58,260	$	2,753,845	$	2,812,105

        Nonaccrual loans and leases and performing restructured loans are considered impaired for reporting purposes. The following table presents the composition of our impaired loans and leases as of the dates indicated:

	December 31, 2012						December 31, 2011
	Nonaccrual Loans/Leases		Performing Restructured Loans		Total Impaired Loans/Leases		Nonaccrual Loans		Performing Restructured Loans		Total Impaired Loans
	(In thousands)
Real estate mortgage	$	25,819	$	80,723	$	106,542	$	31,337	$	87,484	$	118,821
Real estate construction		3,772		21,678		25,450		7,280		24,512		31,792
Commercial		9,024		3,684		12,708		19,058		4,652		23,710
Leases		244		—		244		—		—		—
Consumer		425		203		628		585		143		728
Total	$	39,284	$	106,288	$	145,572	$	58,260	$	116,791	$	175,051

        At December 31, 2012, we had commitments in the amount of $67,000 to lend on nonaccrual loans but are under no obligation to honor such commitment as long as the loan is on nonaccrual. We had commitments in the amount of $23,000 to lend on performing restructured loans.

        The Company measures its impaired loans by using the estimated fair value of the collateral, less estimated costs to sell, including senior obligations such as delinquent property taxes, if the loan is collateral-dependent and the present value of the expected future cash flows discounted at the loan's effective interest rate if the loan is not collateral-dependent. The Company recognizes income from non-covered impaired loans on an accrual basis unless the loan is on nonaccrual status. Income from loans on nonaccrual status is recognized to the extent cash is received and the loan's principal balance is deemed collectible. For the years ended December 31, 2012, 2011, and 2010, no interest income was recorded on non-covered impaired loans during the time such loans were on nonaccrual status; any interest payments received were credited to principal.

        The recorded investment in a loan reflects the contractual amount due from the borrower reduced by charge-offs and any participation amount sold to a third party. The Company's policy is to charge-off to the allowance the impairment amount on a collateral-dependent loan and to set up as a specific reserve within the allowance the impairment amount on a loan that is not collateral-dependent.

        The following table presents information regarding our non-covered impaired loans and leases by portfolio segment and class as of the dates indicated:

	December 31, 2012						December 31, 2011
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
	(In thousands)
With An Allowance Recorded:
Real estate mortgage:
Hospitality	$	8,954	$	9,640	$	2,396	$	17,548	$	17,890	$	4,369
SBA 504		1,676		1,676		324		1,147		1,245		206
Other		58,364		60,262		5,107		78,349		81,921		6,919
Real estate construction:
Residential		1,303		1,330		165		2,766		2,776		409
Other		6,723		6,723		206		12,477		12,520		1,664
Commercial:
Collateralized		2,477		2,731		1,865		5,515		5,741		3,901
Unsecured		2,396		3,121		2,234		2,864		3,061		2,513
SBA 7(a)		2,871		3,616		426		3,397		3,428		379
Consumer		466		506		265		433		459		413
With No Related Allowance Recorded:
Real estate mortgage:
SBA 504	$	2,982	$	3,755	$	—	$	2,262	$	3,007	$	—
Other		34,566		38,447		—		19,515		22,999		—
Real estate construction:
Residential		—		—		—		611		611		—
Other		17,424		21,085		—		15,938		19,536		—
Commercial:
Collateralized		1,843		2,067		—		4,759		4,927		—
Unsecured		148		163		—		643		716		—
Asset-based		176		176		—		14		14		—
SBA 7(a)		2,797		4,057		—		6,518		8,181		—
Leases		244		244		—		—		—		—
Consumer		162		233		—		295		351		—
Total:
Real estate mortgage	$	106,542	$	113,780	$	7,827	$	118,821	$	127,062	$	11,494
Real estate construction		25,450		29,138		371		31,792		35,443		2,073
Commercial		12,708		15,931		4,525		23,710		26,068		6,793
Leases		244		244		—		—		—		—
Consumer		628		739		265		728		810		413
Total non-covered loans and leases	$	145,572	$	159,832	$	12,988	$	175,051	$	189,383	$	20,773

	Year Ended December 31,
	2012				2011
	Weighted Average Recorded Investment(1)		Interest Income Recognized		Weighted Average Recorded Investment(1)		Interest Income Recognized
	(In thousands)
With An Allowance Recorded:
Real estate mortgage:
Hospitality	$	8,954	$	80	$	17,399	$	622
SBA 504		827		41		895		21
Other		51,441		2,070		42,973		1,623
Real estate construction:
Residential		1,303		11		2,520		66
Other		6,723		231		5,375		113
Commercial:
Collateralized		2,219		48		4,745		66
Unsecured		2,273		20		2,767		24
SBA 7(a)		2,593		53		1,761		86
Consumer		389		7		291		—
With No Related Allowance Recorded:
Real estate mortgage:
SBA 504	$	1,472	$	—	$	1,916	$	—
Other		29,316		1,523		13,827		678
Real estate construction:
Residential		—		—		611		—
Other		17,424		589		14,904		375
Commercial:
Collateralized		1,657		27		1,584		—
Unsecured		148		—		499		—
Asset-based		132		—		14		—
SBA 7(a)		2,601		24		5,753		15
Leases		224		—		—		—
Consumer		136		—		234		27
Total:
Real estate mortgage	$	92,010	$	3,714	$	77,010	$	2,944
Real estate construction		25,450		831		23,410		554
Commercial		11,623		172		17,123		191
Leases		224		—		—		—
Consumer		525		7		525		—
Total non-covered loans and leases	$	129,832	$	4,724	$	118,068	$	3,689

⁽¹⁾

For the loans and leases reported as impaired at the period-ends presented, amounts were calculated based on the period of time such loans and leases were impaired during the reporting period.

        The following tables present non-covered new troubled debt restructurings and defaulted troubled debt restructurings for the periods indicated:

	Year Ended December 31,
	2012						2011
	Number of Loans		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment		Number of Loans		Pre- Modification Outstanding Recorded Investment		Post- Modification Outstanding Recorded Investment
	(Dollars in thousands)
Troubled Debt Restructurings:
Real estate mortgage:
Hospitality		—	$	—	$	—		1	$	2,086	$	2,086
SBA 504		2		1,680		1,680		1		619		619
Other		8		14,861		13,840		35		56,201		56,008
Real estate construction:
Other		3		6,919		6,919		6		14,906		14,906
Commercial:
Collateralized		7		1,652		1,652		15		2,780		2,780
Unsecured		5		317		317		4		581		581
SBA 7(a)		4		1,216		1,216		15		3,515		3,515
Consumer		1		206		206		1		144		144
Total		30	$	26,851	$	25,830		78	$	80,832	$	80,639

	Year Ended December 31,
	2012				2011
	Number of Loans		Recorded Investment(1)		Number of Loans		Recorded Investment(2)
	(Dollars in thousands)
Troubled Debt Restructurings That Subsequently Defaulted(3):
Real estate mortgage:
Other		—	$	—		3	$	2,914
Real estate construction:
Other		—		—		1		1,492
Commercial:
Collateralized		2		458		—		—
SBA 7(a)		1		873		3		59
Total		3	$	1,331		7	$	4,465

⁽¹⁾

Represents the balance at December 31, 2012 and is net of charge-offs of $921,000.

⁽²⁾

Represents the balance at December 31, 2011 and is net of charge-offs of $4.5 million.

⁽³⁾

The population of defaulted restructured loans for the period indicated includes only those loans restructured during the preceeding 12-month period. The table excludes defaulted troubled restructurings in those classes for which the recorded investment was zero at the end of the period.

• Covered Loans

        We refer to the loans acquired in the Los Padres and Affinity acquisitions subject to loss sharing agreements with the FDIC as "covered loans" as we will be reimbursed for a substantial portion of any future losses on them under the terms of the agreements. At the respective acquisition dates, the estimated fair values of the Los Padres and Affinity covered loans were $436.3 million and $675.6 million. Fair value of acquired loans is determined using a discounted cash flow model using assumptions about the amount and timing of principal and interest payments, estimated prepayments, estimated default rates, estimated loss severity in the event of defaults, and current market rates. Estimated credit losses are included in the determination of fair value; therefore, an allowance for loan losses is not recorded on the acquisition date.

        The following table reflects the carrying values of the covered loans as of the dates indicated:

	December 31,
	2012						2011
	Amount			% of Total			Amount			% of Total
	(Dollars in thousands)
Real estate mortgage:
Hospitality	$	2,888			—		$	2,944			—
Other		552,333			94	%		733,414			91	%
Total real estate mortgage		555,221			94	%		736,358			91	%
Real estate construction:
Residential		5,662			1	%		21,521			3	%
Commercial		17,558			3	%		25,397			3	%
Total real estate construction		23,220			4	%		46,918			6	%
Commercial:
Collateralized		14,603			2	%		24,808			3	%
Unsecured		640			—			802			—
Asset-based		—			—			—			—
Total commercial		15,243			2	%		25,610			3	%
Consumer		594			—			735			—
Total gross covered loans		594,278			100	%		809,621			100	%
Discount		(50,951	)					(75,323	)
Allowance for loan losses		(26,069	)					(31,275	)
Covered loans, net	$	517,258					$	703,023

        The following table summarizes the changes in the carrying amount of covered acquired impaired loans and accretable yield on those loans for the years indicated:

	Covered Acquired Impaired Loans
	Carrying Amount			Accretable Yield
	(In thousands)
Balance, December 31, 2009	$	621,686		$	(226,446	)
Addition from the Los Padres acquisition		405,619			(144,168	)
Accretion		52,539			52,539
Payments received		(166,858	)		—
Decrease in expected cash flows, net		—			27,410
Provision for credit losses		(33,500	)		—
Balance, December 31, 2010		879,486			(290,665	)
Accretion		65,282			65,282
Payments received		(254,484	)		—
Increase in expected cash flows, net		—			(33,882	)
Provision for credit losses		(13,270	)		—
Balance, December 31, 2011		677,014			(259,265	)
Accretion		49,562			49,562
Payments received		(233,549	)		—
Decrease in expected cash flows, net		—			13,681
Negative provision for credit losses		819			—
Balance, December 31, 2012	$	493,846		$	(196,022	)

        The table above excludes the covered loans from the Los Padres acquisition, which are accounted for as non-impaired loans and totaled $23.4 million and $26.0 million at December 31, 2012 and 2011, respectively.

        The following table presents changes in our allowance for credit losses on the covered loans for the years indicated:

	Year Ended December 31,
	2012			2011			2010
	(In thousands)
Allowance for credit losses on covered loans, beginning of year	$	31,275		$	33,264		$	18,000
Provision (negative provision)		(819	)		13,270			33,500
Charge-offs, net		(4,387	)		(15,259	)		(18,236	)
Allowance for credit losses on covered loans, end of year	$	26,069		$	31,275		$	33,264

        The following tables present the credit risk rating categories for covered loans by portfolio segment as of the dates indicated. Nonclassified loans are those with a credit risk rating of either pass or special mention, while classified loans are those with a credit risk rating of either substandard or doubtful. It should be noted, however, that all of these loans are covered by loss sharing agreements with the FDIC.

	December 31, 2012						December 31, 2011
	Nonclassified		Classified		Total		Nonclassified		Classified		Total
	(In thousands)
Real estate mortgage	$	339,520	$	143,598	$	483,118	$	478,291	$	164,149	$	642,440
Real estate construction		4,801		17,590		22,391		5,762		35,337		41,099
Commercial		4,814		6,343		11,157		11,076		8,221		19,297
Consumer		117		475		592		6		181		187
Total covered loans, net	$	349,252	$	168,006	$	517,258	$	495,135	$	207,888	$	703,023

        Our federal and state banking regulators, as an integral part of their examination process, periodically review the Company's loan classifications. Our regulators may require the Company to recognize rating downgrades based on their judgments related to information available to them at the time of their examinations.