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Section 1: 10-Q (10-Q)

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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
 
FORM 10-Q
 
(Mark One)
 
 
 
ý
 
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
For the quarterly period ended March 31, 2018
or
 
 
 
o
 
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
For the transition period from__________ to __________
Commission file number: 001-32550  
 
 
WESTERN ALLIANCE BANCORPORATION
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
88-0365922
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
One E. Washington Street Suite 1400, Phoenix, AZ
 
85004
(Address of principal executive offices)
 
(Zip Code)
(602) 389-3500
(Registrant’s telephone number, including area code)
 
 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 
ý
 
Accelerated filer
 
¨
 
 
 
 
 
 
 
Non-accelerated filer
 
¨
 
Smaller reporting company
 
¨
 
 
 
 
 
 
 
 
 
 
 
Emerging growth company
 
¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý
As of April 23, 2018, Western Alliance Bancorporation had 105,860,364 shares of common stock outstanding.


Table of Contents

INDEX
 
 
 
Page
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
 
Item 1.
Item 1A.
Item 5.
Item 6.
 
 
 
 
 



2

Table of Contents

PART I
GLOSSARY OF ENTITIES AND TERMS

The acronyms and abbreviations identified below are used in various sections of this Form 10-Q, including "Management's Discussion and Analysis of Financial Condition and Results of Operations," in Item 2 and the Consolidated Financial Statements and the Notes to Unaudited Consolidated Financial Statements in Item I of this Form 10-Q.
ENTITIES / DIVISIONS:
AAB
Alliance Association Bank
HFF
Hotel Franchise Finance
ABA
Alliance Bank of Arizona
LVSP
Las Vegas Sunset Properties
BON
Bank of Nevada
TPB
Torrey Pines Bank
Bridge
Bridge Bank
WA PWI, LLC
Western Alliance Public Welfare Investments, LLC
Company
Western Alliance Bancorporation and subsidiaries
WAB or Bank
Western Alliance Bank
FIB
First Independent Bank
WABT
Western Alliance Business Trust
HOA Services
Homeowner Associations Services
WAL or Parent
Western Alliance Bancorporation
TERMS:
AFS
Available-for-Sale
HFI
Held for Investment
ALCO
Asset and Liability Management Committee
HTM
Held-to-Maturity
AOCI
Accumulated Other Comprehensive Income
ICS
Insured Cash Sweep Service
ASC
Accounting Standards Codification
IRC
Internal Revenue Code
ASU
Accounting Standards Update
ISDA
International Swaps and Derivatives Association
ATM
At-the-Market
LIBOR
London Interbank Offered Rate
Basel Committee
Basel Committee on Banking Supervision
LIHTC
Low-Income Housing Tax Credit
Basel III
Banking Supervision's December 2010 final capital framework
MBS
Mortgage-Backed Securities
BOD
Board of Directors
NBL
National Business Lines
CDARS
Certificate Deposit Account Registry Service
NOL
Net Operating Loss
CDO
Collateralized Debt Obligation
NPV
Net Present Value
CEO
Chief Executive Officer
OCC
Office of the Comptroller of the Currency
CFO
Chief Financial Officer
OCI
Other Comprehensive Income
CRA
Community Reinvestment Act
OREO
Other Real Estate Owned
CRE
Commercial Real Estate
OTTI
Other-than-Temporary Impairment
EPS
Earnings per share
PCI
Purchased Credit Impaired
EVE
Economic Value of Equity
SBA
Small Business Administration
Exchange Act
Securities Exchange Act of 1934, as amended
SBIC
Small Business Investment Company
FASB
Financial Accounting Standards Board
SEC
Securities and Exchange Commission
FDIC
Federal Deposit Insurance Corporation
SERP
Supplemental Executive Retirement Plan
FHLB
Federal Home Loan Bank
TCJA
Tax Cuts and Jobs Act
FRB
Federal Reserve Bank
TDR
Troubled Debt Restructuring
FVO
Fair Value Option
TEB
Tax Equivalent Basis
GAAP
U.S. Generally Accepted Accounting Principles
XBRL
eXtensible Business Reporting Language
GSE
Government-Sponsored Enterprise
 
 

3

Table of Contents

Item 1.
Financial Statements
WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
 
March 31, 2018
 
December 31, 2017
 
 
(Unaudited)
 
 
 
 
(in thousands,
except shares and per share amounts)
Assets:
 
 
 
 
Cash and due from banks
 
$
149,737

 
$
181,191

Interest-bearing deposits in other financial institutions
 
289,634

 
235,577

Cash, cash equivalents, and restricted cash
 
439,371

 
416,768

Money market investments
 
5

 

Investment securities - AFS, at fair value; amortized cost of $3,474,049 at March 31, 2018 and $3,515,401 at December 31, 2017
 
3,405,462

 
3,499,519

Investment securities - HTM, at amortized cost; fair value of $255,418 at March 31, 2018 and $256,314 at December 31, 2017
 
262,304

 
255,050

Investments in restricted stock, at cost
 
66,519

 
65,785

Loans - HFI, net of deferred loan fees and costs
 
15,560,453

 
15,093,935

Less: allowance for credit losses
 
(144,659
)
 
(140,050
)
Net loans held for investment
 
15,415,794

 
14,953,885

Premises and equipment, net
 
116,702

 
118,719

Other assets acquired through foreclosure, net
 
30,194

 
28,540

Bank owned life insurance
 
168,619

 
167,764

Goodwill
 
289,895

 
289,895

Other intangible assets, net
 
10,455

 
10,853

Deferred tax assets, net
 
27,374

 
5,780

Investments in LIHTC
 
288,911

 
267,023

Other assets
 
239,126

 
249,504

Total assets
 
$
20,760,731

 
$
20,329,085

Liabilities:
 
 
 
 
Deposits:
 
 
 
 
Non-interest-bearing demand
 
$
7,502,036

 
$
7,433,962

Interest-bearing
 
9,852,502

 
9,538,570

Total deposits
 
17,354,538

 
16,972,532

Customer repurchase agreements
 
21,676

 
26,017

Other borrowings
 
300,000

 
390,000

Qualifying debt
 
363,935

 
376,905

Other liabilities
 
426,819

 
333,933

Total liabilities
 
18,466,968

 
18,099,387

Commitments and contingencies (Note 12)
 

 

Stockholders’ equity:
 
 
 
 
Common stock - par value $0.0001; 200,000,000 authorized; 107,611,765 shares issued at March 31, 2018 and 107,057,520 at December 31, 2017
 
10

 
10

Treasury stock, at cost (1,751,022 shares at March 31, 2018 and 1,570,155 shares at December 31, 2017)
 
(46,469
)
 
(40,173
)
Additional paid in capital
 
1,431,460

 
1,424,540

Accumulated other comprehensive (loss)
 
(41,662
)
 
(3,145
)
Retained earnings
 
950,424

 
848,466

Total stockholders’ equity
 
2,293,763

 
2,229,698

Total liabilities and stockholders’ equity
 
$
20,760,731

 
$
20,329,085

See accompanying Notes to Unaudited Consolidated Financial Statements.

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Table of Contents

WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in thousands, except per share amounts)
Interest income:
 
 
 
 
Loans, including fees
 
$
205,959

 
$
172,553

Investment securities
 
25,772

 
16,571

Dividends
 
1,478

 
2,229

Other
 
1,488

 
912

Total interest income
 
234,697

 
192,265

Interest expense:
 

 

Deposits
 
14,173

 
8,412

Other borrowings
 
1,326

 
190

Qualifying debt
 
4,969

 
4,338

Other
 
9

 
16

Total interest expense
 
20,477

 
12,956

Net interest income
 
214,220

 
179,309

Provision for credit losses
 
6,000

 
4,250

Net interest income after provision for credit losses
 
208,220

 
175,059

Non-interest income:
 

 

Service charges and fees
 
5,745

 
4,738

Card income
 
1,972

 
1,492

Income from equity investments
 
1,460

 
692

Foreign currency income
 
1,202

 
1,042

Lending related income and gains (losses) on sale of loans, net
 
978

 
422

Income from bank owned life insurance
 
928

 
948

Gain (loss) on sales of investment securities, net
 

 
635

Unrealized (losses) gains on assets measured at fair value, net
 
(1,074
)
 
(1
)
Other income
 
432

 
631

Total non-interest income
 
11,643

 
10,599

Non-interest expense:
 

 

Salaries and employee benefits
 
62,133

 
51,620

Occupancy
 
6,864

 
6,894

Legal, professional, and directors' fees
 
6,003

 
8,803

Data processing
 
5,207

 
5,264

Insurance
 
3,869

 
3,228

Deposit costs
 
2,926

 
1,741

Business development
 
1,728

 
2,063

Card expense
 
942

 
731

Marketing
 
596

 
721

Loan and repossessed asset expenses
 
583

 
1,278

Intangible amortization
 
398

 
689

Net (gain) loss on sales / valuations of repossessed and other assets
 
(1,228
)
 
(543
)
Other expense
 
8,128

 
5,338

Total non-interest expense
 
98,149

 
87,827

Income before provision for income taxes
 
121,714

 
97,831

Income tax expense
 
20,814

 
24,489

Net income
 
$
100,900

 
$
73,342

 
 
 
 
 
Earnings per share available to common stockholders:
 
 
 
 
Basic
 
$
0.97

 
$
0.71

Diluted
 
0.96

 
0.70

Weighted average number of common shares outstanding:
 
 
 
 
Basic
 
104,530

 
103,987

Diluted
 
105,324

 
104,836

See accompanying Notes to Unaudited Consolidated Financial Statements.

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Table of Contents

WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in thousands)
Net income
 
$
100,900

 
$
73,342

Other comprehensive (loss) income, net:
 
 
 
 
Unrealized (loss) gain on AFS securities, net of tax effect of $12,714 and $(5,670), respectively
 
(38,914
)
 
9,169

Unrealized (loss) gain on SERP, net of tax effect of $2 and $1, respectively
 
(11
)
 
(1
)
Unrealized gain (loss) on junior subordinated debt, net of tax effect of $(478) and $757, respectively
 
1,466

 
(1,229
)
Realized (gain) loss on sale of AFS securities included in income, net of tax effect of $0 and $242, respectively
 

 
(393
)
Net other comprehensive (loss) income
 
(37,459
)
 
7,546

Comprehensive income
 
$
63,441

 
$
80,888

See accompanying Notes to Unaudited Consolidated Financial Statements.

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Table of Contents

WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
 
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

 

 

 

 

 
73,342

 
73,342

Exercise of stock options
9

 

 
184

 

 

 

 
184

Restricted stock, performance stock units, and other grants, net
549

 


 
6,619

 

 

 

 
6,619

Restricted stock surrendered (2)
(201
)
 

 

 
(10,243
)
 

 

 
(10,243
)
Other comprehensive income, net

 

 

 

 
7,546

 

 
7,546

Balance, March 31, 2017
105,428

 
$
10

 
$
1,406,943

 
$
(36,605
)
 
$
2,851

 
$
596,316

 
$
1,969,515

 
 
 
 
 
 
 
 
 
 
 
 
 
 
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

 

 

 

 

 
100,900

 
100,900

Exercise of stock options
9

 

 
215

 

 

 

 
215

Restricted stock, performance stock unit, and other grants, net
546

 

 
6,705

 

 

 

 
6,705

Restricted stock surrendered (2)
(181
)
 

 

 
(6,296
)
 

 

 
(6,296
)
Other comprehensive loss, net

 

 

 

 
(37,459
)
 

 
(37,459
)
Balance, March 31, 2018
105,861

 
$
10

 
$
1,431,460

 
$
(46,469
)
 
$
(41,662
)
 
$
950,424

 
$
2,293,763

(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, see "Note 1. Summary of Significant Accounting Policies" for further discussion.
See accompanying Notes to Unaudited Consolidated Financial Statements.

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Table of Contents

WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in thousands)
Cash flows from operating activities:
 
 
 
 
Net income
 
$
100,900

 
$
73,342

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
 
Provision for credit losses
 
6,000

 
4,250

Depreciation and amortization
 
3,407

 
3,211

Stock-based compensation
 
6,705

 
6,342

Excess tax benefit of stock-based compensation
 
(3,971
)
 
(4,593
)
Deferred income taxes
 
(9,372
)
 
2,401

Amortization of net premiums for investment securities
 
3,920

 
4,007

Amortization of tax credit investments
 
8,128

 
5,931

Accretion of fair market value adjustments on loans acquired from business combinations
 
(5,738
)
 
(6,393
)
Accretion and amortization of fair market value adjustments on other assets and liabilities acquired from business combinations
 
475

 
767

Income from bank owned life insurance
 
(928
)
 
(948
)
(Gains) / Losses on:
 
 
 
 
Sales of investment securities
 

 
(635
)
Assets measured at fair value, net
 
1,074

 
(1
)
Sale of loans
 
(678
)
 
52

Other assets acquired through foreclosure, net
 
(1,242
)
 
106

Valuation adjustments of other repossessed assets, net
 
47

 
(380
)
Sale of premises, equipment, and other assets, net
 
(33
)
 
47

Changes in, net of acquisitions:
 
 
 
 
Other assets
 
9,744

 
4,864

Other liabilities
 
(30,122
)
 
(4,398
)
Net cash provided by operating activities
 
$
88,316

 
$
87,972

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

 
$
33

Investment securities - AFS
 
 
 
 
Purchases
 
(67,949
)
 
(185,199
)
Principal pay downs and maturities
 
105,242

 
90,585

Proceeds from sales
 

 
15,170

Investment securities - HTM
 
 
 
 
Purchases
 
(7,800
)
 
(10,533
)
Principal pay downs and maturities
 
243

 

Purchase of investment tax credits
 
(13,376
)
 
(3,516
)
Purchase of SBIC investments
 
(263
)
 

(Purchase) sale of money market investments, net
 
(5
)
 
(90
)
Proceeds from bank owned life insurance
 
72

 

(Purchase) liquidation of restricted stock
 
(734
)
 
(154
)
Loan fundings and principal collections, net
 
(367,437
)
 
(342,069
)
Purchase of premises, equipment, and other assets, net
 
(576
)
 
(2,575
)
Proceeds from sale of other real estate owned and repossessed assets, net
 
5,285

 
2,889

Net cash used in investing activities
 
$
(347,298
)
 
$
(435,459
)
 
 
 
 
 

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Table of Contents

 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in thousands)
Cash flows from financing activities:
 
 
 
 
Net increase (decrease) in deposits
 
$
382,006

 
$
806,106

Net increase (decrease) in borrowings
 
(94,340
)
 
(86,017
)
Proceeds from exercise of common stock options
 
215

 
184

Cash paid for tax withholding on vested restricted stock
 
(6,296
)
 
(10,243
)
Net cash provided by financing activities
 
$
281,585

 
$
710,030

Net increase (decrease) in cash, cash equivalents, and restricted cash
 
22,603

 
362,543

Cash, cash equivalents, and restricted cash at beginning of period
 
416,768

 
284,491

Cash, cash equivalents, and restricted cash at end of period
 
$
439,371

 
$
647,034

Supplemental disclosure:
 
 
 
 
Cash paid during the period for:
 
 
 
 
Interest
 
$
25,303

 
$
17,851

Income taxes
 
9,881

 
(23
)
Non-cash investing and financing activity:
 
 
 
 
Transfers to other assets acquired through foreclosure, net
 
5,744

 

Unfunded commitments originated
 
30,000

 
30,869

Change in unrealized (loss) gain on AFS securities, net of tax
 
(38,914
)
 
9,169

Change in unrealized gain (loss) on junior subordinated debt, net of tax
 
1,466

 
(1,229
)
Change in unfunded obligations
 
120,512

 
114,727

See accompanying Notes to Unaudited Consolidated Financial Statements.

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Table of Contents

WESTERN ALLIANCE BANCORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of operation
WAL is a bank holding company headquartered in Phoenix, Arizona, incorporated under the laws of the state of Delaware. WAL provides a full spectrum of deposit, lending, treasury management, international banking, and online banking products and services through its wholly-owned banking subsidiary, WAB.
WAB operates the following full-service banking divisions: ABA, BON, FIB, Bridge, and TPB. The Company also serves business customers through a national platform of specialized financial services including AAB, Corporate Finance, Equity Fund Resources, HFF, Life Sciences Group, Mortgage Warehouse Lending, Public and Nonprofit Finance, Renewable Resource Group, Resort Finance, and Technology Finance. In addition, the Company has two non-bank subsidiaries, LVSP, which holds and manages certain non-performing loans and OREO and a captive insurance company formed and licensed under the laws of the State of Arizona, CS Insurance Company. CS Insurance Company was established as part of the Company's overall enterprise risk management strategy.
Basis of presentation
The accounting and reporting policies of the Company are in accordance with GAAP and conform to practices within the financial services industry. The accounts of the Company and its consolidated subsidiaries are included in the Consolidated Financial Statements.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management's estimates and judgments are ongoing and are based on experience, current and expected future conditions, third-party evaluations and various other assumptions that management believes are reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities, as well as identifying and assessing the accounting treatment with respect to commitments and contingencies. Actual results may differ from those estimates and assumptions used in the Consolidated Financial Statements and related notes. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for credit losses; estimated cash flows related to PCI loans; fair value determinations related to acquisitions and certain assets and liabilities carried at fair value; and accounting for income taxes.
Principles of consolidation
As of March 31, 2018, WAL has the following significant wholly-owned subsidiaries: WAB, LVSP, and eight unconsolidated subsidiaries used as business trusts in connection with the issuance of trust-preferred securities.
The Bank has the following significant wholly-owned subsidiaries: WABT, which holds certain investment securities, municipal and nonprofit loans, and leases; WA PWI, LLC, which holds certain limited partnerships invested primarily in low income housing tax credits and small business investment corporations; and BW Real Estate, Inc., which operates as a real estate investment trust and holds certain of WAB's real estate loans and related securities.
The Company does not have any other significant entities that should be considered for consolidation. All significant intercompany balances and transactions have been eliminated in consolidation.
Reclassifications
Certain amounts reported in prior periods may have been reclassified in the Consolidated Financial Statements to conform to the current presentation. The reclassifications have no effect on net income or stockholders’ equity as previously reported.

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Interim financial information
The accompanying Unaudited Consolidated Financial Statements as of and for the three months ended March 31, 2018 and 2017 have been prepared in condensed format and, therefore, do not include all of the information and footnotes required by GAAP for complete financial statements. These statements have been prepared on a basis that is substantially consistent with the accounting principles applied to the Company's audited Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2017.

The information furnished in these interim statements reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results for each respective period presented. Such adjustments are of a normal, recurring nature. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for any other quarter or for the full year. The interim financial information should be read in conjunction with the Company's audited Consolidated Financial Statements.
Investment securities
Investment securities may be classified as HTM, AFS, or measured at fair value. The appropriate classification is initially decided at the time of purchase. Securities classified as HTM are those debt securities that the Company has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs, or general economic conditions. These securities are carried at amortized cost. The sale of a security within three months of its maturity date or after the majority of the principal outstanding has been collected is considered a maturity for purposes of classification and disclosure.
Securities classified as AFS or trading securities measured at fair value are reported as an asset in the Consolidated Balance Sheet at their estimated fair value. As the fair value of AFS debt securities changes, the changes are reported net of income tax as an element of OCI, except for other-than-temporarily-impaired securities. Upon adoption of ASU 2016-01, the fair value changes in AFS equity securities are recognized as part of non-interest income, see "Recently adopted accounting guidance" below for further discussion. When AFS debt securities are sold, the unrealized gain or loss is reclassified from OCI to non-interest income. The changes in the fair values of trading securities are reported in non-interest income. Securities classified as AFS are both equity and debt securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as AFS would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, decline in credit quality, and regulatory capital considerations.
Interest income is recognized based on the coupon rate and increased by accretion of discounts earned or decreased by the amortization of premiums paid over the contractual life of the security, adjusted for prepayment estimates, using the interest method.
In estimating whether there are any OTTI losses, management considers the 1) length of time and the extent to which the fair value has been less than amortized cost; 2) financial condition and near term prospects of the issuer; 3) impact of changes in market interest rates; and 4) intent and ability of the Company to retain its investment for a period of time sufficient to allow for any anticipated recovery in fair value and whether it is not more likely than not the Company would be required to sell the security.
Declines in the fair value of individual AFS debt securities that are deemed to be other-than-temporary are reflected in earnings when identified. The fair value of the debt security then becomes the new cost basis. For individual debt securities where the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis, the other-than-temporary decline in fair value of the debt security related to 1) credit loss is recognized in earnings; and 2) interest rate, market, or other factors is recognized in other comprehensive income or loss.
For individual debt securities where the Company either intends to sell the security or more likely than not will not recover all of its amortized cost, the OTTI is recognized in earnings equal to the entire difference between the security's cost basis and its fair value at the balance sheet date. For individual debt securities for which a credit loss has been recognized in earnings, interest accruals and amortization and accretion of premiums and discounts are suspended when the credit loss is recognized. Interest received after accruals have been suspended is recognized on a cash basis.
Restricted stock
WAB is a member of the Federal Reserve System and, as part of its membership, is required to maintain stock in the FRB in a specified ratio to its capital. In addition, WAB is a member of the FHLB system and, accordingly, maintains an investment in capital stock of the FHLB based on the borrowing capacity used. The Bank also maintains an investment in its primary

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correspondent bank. All of these investments are considered equity securities with no actively traded market. Therefore, the shares are considered restricted investment securities. These investments are carried at cost, which is equal to the value at which they may be redeemed. The dividend income received from the stock is reported in interest income. The Company conducts a periodic review and evaluation of its restricted stock to determine if any impairment exists. No impairment has been recorded to date.
Loans, held for sale
Loans, held for sale consist of SBA loans that the Company originates (or acquires) and intends to sell. These loans are carried at the lower of aggregate cost or fair value. Fair value is determined based on available market data for similar assets, expected cash flows, and appraisals of underlying collateral or the credit quality of the borrower. Gains and losses on the sale of loans are recognized pursuant to ASC 860, Transfers and Servicing. Interest income of these loans is accrued daily and loan origination fees and costs are deferred and included in the cost basis of the loan. The Company issues various representations and warranties associated with these loan sales. The Company has not experienced any losses as a result of these representations and warranties.
Loans, held for investment
The Company generally holds loans for investment and has the intent and ability to hold loans until their maturity. Therefore, they are reported at book value. Net loans are stated at the amount of unpaid principal, adjusted for net deferred fees and costs, purchase accounting fair value adjustments, and an allowance for credit losses. In addition, the book value of loans that are subject to a fair value hedge is adjusted for changes in value attributable to the effective portion of the hedged benchmark interest rate risk.
The Company may also acquire loans through a business combination. These acquired loans are recorded at estimated fair value on the date of purchase, which is comprised of unpaid principal adjusted for estimated credit losses and interest rate fair value adjustments. Loans are evaluated individually at the acquisition date to determine if there has been credit deterioration since origination. Such loans may then be aggregated and accounted for as a pool of loans based on common characteristics. When the Company acquires such loans, the yield that may be accreted (accretable yield) is limited to the excess of the Company’s estimate of undiscounted cash flows expected to be collected over the Company’s initial investment in the loan. The excess of contractual cash flows over the cash flows expected to be collected may not be recognized as an adjustment to yield, loss, or a valuation allowance. Subsequent increases in cash flows expected to be collected generally are recognized prospectively through adjustment of the loan’s yield over the remaining life. Subsequent decreases to cash flows expected to be collected are recognized as impairment. The Company may not carry over or create a valuation allowance in the initial accounting for loans acquired under these circumstances. For purchased loans that are not deemed impaired at the acquisition date, fair value adjustments attributable to both credit and interest rates are accreted (or amortized) over the contractual life of the individual loan. For additional information, see "Note 3. Loans, Leases and Allowance for Credit Losses" of these Notes to Unaudited Consolidated Financial Statements.
Loan fees collected for the origination of loans less direct loan origination costs (net deferred loan fees) are amortized over the contractual life of the loan through interest income. If the loan has scheduled payments, the amortization of the net deferred loan fee is calculated using the interest method over the contractual life of the loan. If the loan does not have scheduled payments, such as a line of credit, the net deferred loan fee is recognized as interest income on a straight-line basis over the contractual life of the loan commitment. Commitment fees based on a percentage of a customer’s unused line of credit and fees related to standby letters of credit are recognized over the commitment period. When loans are repaid, any remaining unamortized balances of premiums, discounts, or net deferred fees are recognized as interest income.
Non-accrual loans: When a borrower discontinues making payments as contractually required by the note, the Company must determine whether it is appropriate to continue to accrue interest. The Company ceases accruing interest income when the loan has become delinquent by more than 90 days or when management determines that the full repayment of principal and collection of interest according to contractual terms is no longer likely. The Company may decide to continue to accrue interest on certain loans more than 90 days delinquent if the loans are well secured by collateral and in the process of collection.
For all loan types, when a loan is placed on non-accrual status, all interest accrued but uncollected is reversed against interest income in the period in which the status is changed and, the Company makes a loan-level decision to apply either the cash basis or cost recovery method. The Company recognizes income on a cash basis only for those non-accrual loans for which the collection of the remaining principal balance is not in doubt. Under the cost recovery method, subsequent payments received from the customer are applied to principal and generally no further interest income is recognized until the principal has been paid in full or until circumstances have changed such that payments are again consistently received as contractually required.

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Impaired loans: A loan is identified as impaired when it is no longer probable that interest and principal will be collected according to the contractual terms of the original loan agreement. Generally, impaired loans are classified as non-accrual. However, in certain instances, impaired loans may continue on an accrual basis, if full repayment of all principal and interest is expected and the loan is both well secured and in the process of collection. Impaired loans are measured for reserve requirements in accordance with ASC 310, Receivables, based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral less applicable disposition costs if the loan is collateral dependent. The amount of an impairment reserve, if any, and any subsequent changes are recorded as a provision for credit losses. Losses are recorded as a charge-off when losses are confirmed. In addition to management's internal loan review process, regulators may from time to time direct the Company to modify loan grades, loan impairment calculations, or loan impairment methodology.
Troubled Debt Restructured Loans: A TDR loan is a loan on which the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Company would not otherwise consider. The loan terms that have been modified or restructured due to a borrower’s financial situation include, but are not limited to, a reduction in the stated interest rate, an extension of the maturity or renewal of the loan at an interest rate below current market, a reduction in the face amount of the debt, a reduction in the accrued interest, or deferral of interest payments. A TDR loan is also considered impaired. A TDR loan may be returned to accrual status when the loan is brought current, has performed in accordance with the contractual restructured terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual restructured principal and interest is no longer in doubt. However, such loans continue to be considered impaired. Consistent with regulatory guidance, a TDR loan that is subsequently modified in another restructuring agreement but has shown sustained performance and classification as a TDR, will be removed from TDR status provided that the modified terms were market-based at the time of modification.
Allowance for credit losses
Credit risk is inherent in the business of extending loans and leases to borrowers, for which the Company must maintain an adequate allowance for credit losses. The allowance for credit losses is established through a provision for credit losses recorded to expense. Loans are charged against the allowance for credit losses when management believes that the contractual principal or interest will not be collected. Subsequent recoveries, if any, are credited to the allowance. The allowance is an amount believed adequate to absorb estimated probable losses on existing loans that may become uncollectable, based on evaluation of the collectability of loans and prior credit loss experience, together with other factors. The Company formally re-evaluates and establishes the appropriate level of the allowance for credit losses on a quarterly basis.
The allowance consists of specific and general components. The specific allowance applies to impaired loans. For impaired collateral dependent loans, the reserve is calculated based on the collateral value, net of estimated disposition costs. Generally, the Company obtains independent collateral valuation analysis for each loan every twelve months. Loans not collateral dependent are evaluated based on the expected future cash flows discounted at the original contractual interest rate.
The general allowance covers all non-impaired loans and incorporates several quantitative and qualitative factors, which are used for all of the Company's portfolio segments. Quantitative factors include company-specific, ten-year historical net charge-offs stratified by loans with similar characteristics. Qualitative factors include: 1) levels of and trends in delinquencies and impaired loans; 2) levels of and trends in charge-offs and recoveries; 3) trends in volume and terms of loans; 4) changes in underwriting standards or lending policies; 5) experience, ability, depth of lending staff; 6) national and local economic trends and conditions; 7) changes in credit concentrations; 8) out-of-market exposures; 9) changes in quality of loan review system; and 10) changes in the value of underlying collateral.
Due to the credit concentration of the Company's loan portfolio in real estate secured loans, the value of collateral is heavily dependent on real estate values in Arizona, Nevada, and California. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic or other conditions. In addition, regulators, as an integral part of their examination processes, periodically review the Bank's allowance for credit losses, and may require the Bank to make additions to the allowance based on their judgment about information available to them at the time of their examination. Management regularly reviews the assumptions and formulae used in determining the allowance and makes adjustments if required to reflect the current risk profile of the portfolio.

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Goodwill and other intangible assets
The Company records as goodwill the excess of the purchase price over the fair value of the identifiable net assets acquired in accordance with applicable guidance. The Company performs its annual goodwill and intangibles impairment tests as of October 1 each year, or more often if events or circumstances indicate that the carrying value may not be recoverable. The Company can first elect to assess, through qualitative factors, whether it is more likely than not that goodwill is impaired. If the qualitative assessment indicates potential impairment, the Company will proceed with a two-step process. The first step tests for impairment, while the second step, if necessary, measures the impairment. The resulting impairment amount, if any, is charged to current period earnings as non-interest expense.
The Company’s intangible assets consist primarily of core deposit intangible assets that are amortized over periods ranging from 5 to 10 years. The Company considers the remaining useful lives of its core deposit intangible assets each reporting period, as required by ASC 350, Intangibles—Goodwill and Other, to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life has changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company has not revised its estimates of the useful lives of its core deposit intangibles during the three months ended March 31, 2018 and 2017.
Other assets acquired through foreclosure
Other assets acquired through foreclosure consist primarily of properties acquired as a result of, or in-lieu-of, foreclosure. Properties or other assets (primarily repossessed assets formerly leased) are classified as OREO and other repossessed property and are initially reported at fair value of the asset less estimated selling costs. Subsequent adjustments are based on the lower of carrying value or fair value less estimated costs to sell the property. Costs related to the development or improvement of the assets are capitalized and costs related to holding the assets are charged to non-interest expense. Property is evaluated regularly to ensure the recorded amount is supported by its current fair value and valuation allowances.
Treasury shares
The Company separately presents treasury shares, which represent shares surrendered to the Company equal in value to the statutory payroll tax withholding obligations arising from the vesting of employee restricted stock awards. Treasury shares are carried at cost.
Derivative financial instruments
The Company uses interest-rate swaps to mitigate interest-rate risk associated with changes to 1) the fair value of certain fixed-rate financial instruments (fair value hedges) and 2) certain cash flows related to future interest payments on variable rate financial instruments (cash flow hedges).
The Company recognizes derivatives as assets or liabilities in the Consolidated Balance Sheet at their fair value in accordance with ASC 815, Derivatives and Hedging. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. On the date the derivative contract is entered into, the Company designates the derivative as a fair value hedge or cash flow hedge. Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset or liability attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.
Changes in the fair value of a derivative that is designated and qualifies as a fair value hedge, along with changes in the fair value of the hedged asset or liability that are attributable to the hedged risk are recorded in current-period earnings. For a cash flow hedge, the effective portion of the change in the fair value of the derivative is recorded in AOCI and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of the change in fair value of a cash flow hedge is recognized immediately in non-interest income in the Consolidated Income Statement. Under both the fair value and cash flow hedge scenarios, changes in the fair value of derivatives not considered to be highly effective in hedging the change in fair value or the expected cash flows of the hedged item are recognized in earnings as non-interest income during the period of the change.
The Company documents its hedge relationships, including identification of the hedging instruments and the hedged items, as well as its risk management objectives and strategies for undertaking the hedge transaction at the time the derivative contract is executed. Both at inception and at least quarterly thereafter, the Company assesses whether the derivatives used in hedging transactions are highly effective (as defined in the guidance) in offsetting changes in either the fair value or cash flows of the

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hedged item. Retroactive effectiveness is assessed, as well as the continued expectation that the hedge will remain effective prospectively. The Company discontinues hedge accounting prospectively when it is determined that a hedge is no longer highly effective. When hedge accounting is discontinued on a fair value hedge that no longer qualifies as an effective hedge, the derivative continues to be reported at fair value in the Consolidated Balance Sheet, but the carrying amount of the hedged item is no longer adjusted for future changes in fair value. The adjustment to the carrying amount of the hedged item that existed at the date hedge accounting is discontinued is amortized over the remaining life of the hedged item into earnings.
Derivative instruments that are not designated as hedges, so called free-standing derivatives, are reported in the Consolidated Balance Sheet at fair value and the changes in fair value are recognized in earnings as non-interest income during the period of change.
The Company may in the normal course of business purchase a financial instrument or originate a loan that contains an embedded derivative instrument. Upon purchasing the instrument or originating the loan, the Company assesses whether the economic characteristics of the embedded derivative are clearly and closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative instrument. When it is determined that the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract and a separate instrument with the same terms would qualify as a derivative instrument, the embedded derivative is separated from the host contract and carried at fair value. However, in cases where the host contract is measured at fair value, with changes in fair value reported in current earnings, or the Company is unable to reliably identify and measure an embedded derivative for separation from its host contract, the entire contract is carried in the Consolidated Balance Sheet at fair value and is not designated as a hedging instrument.
Off-balance sheet instruments
In the ordinary course of business, the Company has entered into off-balance sheet financial instrument arrangements consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the Consolidated Financial Statements when they are funded. They involve, to varying degrees, elements of credit risk in excess of amounts recognized in the Consolidated Balance Sheet. Losses would be experienced when the Company is contractually obligated to make a payment under these instruments and must seek repayment from the borrower, which may not be as financially sound in the current period as they were when the commitment was originally made. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company enters into credit arrangements that generally provide for the termination of advances in the event of a covenant violation or other event of default. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the party. The commitments are collateralized by the same types of assets used as loan collateral.
As with outstanding loans, the Company applies qualitative factors and utilization rates to its off-balance sheet obligations in determining an estimate of losses inherent in these contractual obligations. The estimate for credit losses on off-balance sheet instruments is included in other liabilities and the charge to income that establishes this liability is included in non-interest expense.
The Company also has off-balance sheet arrangements related to its derivative instruments. Derivative instruments are recognized in the Consolidated Financial Statements at fair value and their notional values are carried off-balance sheet. See "Note 9. Derivatives and Hedging Activities" of these Notes to Unaudited Consolidated Financial Statements for further discussion.
Business combinations
Business combinations are accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method, the acquiring entity in a business combination recognizes all of the acquired assets and assumed liabilities at their estimated fair values as of the date of acquisition. Any excess of the purchase price over the fair value of net assets and other identifiable intangible assets acquired is recorded as goodwill. To the extent the fair value of net assets acquired, including identified intangible assets, exceeds the purchase price, a bargain purchase gain is recognized. Changes to estimated fair values from a business combination are recognized as an adjustment to goodwill during the measurement period and are recognized in the proper reporting period in which the adjustment amounts are determined. Results of operations of an acquired business are included in the Consolidated Income Statement from the date of acquisition. Acquisition-related costs, including conversion and restructuring charges, are expensed as incurred.

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Fair values of financial instruments
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities. ASC 820, Fair Value Measurement, establishes a framework for measuring fair value and a three-level valuation hierarchy for disclosure of fair value measurement, as well as enhances disclosure requirements for fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The Company uses various valuation approaches, including market, income, and/or cost approaches. ASC 820 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would consider in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs, as follows:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, prepayment speeds, volatilities, etc.) or model-based valuation techniques where all significant assumptions are observable, either directly or indirectly, in the market.
Level 3 - Valuation is generated from model-based techniques where one or more significant inputs are not observable, either directly or indirectly, in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques may include use of matrix pricing, discounted cash flow models, and similar techniques.
The availability of observable inputs varies based on the nature of the specific financial instrument. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement in its entirety falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Fair value is a market-based measure considered from the perspective of a market participant who may purchase the asset or assume the liability rather than an entity-specific measure. When market assumptions are available, ASC 820 requires the Company to make assumptions regarding the assumptions that market participants would use to estimate the fair value of the financial instrument at the measurement date.
ASC 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value.
Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at March 31, 2018 and 2017. The estimated fair value amounts for March 31, 2018 and 2017 have been measured as of period-end, and have not been re-evaluated or updated for purposes of these Consolidated Financial Statements subsequent to those dates. As such, the estimated fair values of these financial instruments subsequent to the reporting date may be different than the amounts reported at period-end.
The information in "Note 13. Fair Value Accounting" in these Notes to Unaudited Consolidated Financial Statements should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company’s assets and liabilities.
Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimate, comparisons between the Company’s disclosures and those of other companies or banks may not be meaningful.

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The following methods and assumptions were used by the Company in estimating the fair value of its financial instruments:
Cash and cash equivalents
The carrying amounts reported in the Consolidated Balance Sheets for cash and due from banks approximate their fair value.
Money market investments
The carrying amounts reported in the Consolidated Balance Sheets for money market investments approximate their fair value.
Investment securities
The fair values of CRA investments, exchange-listed preferred stock, and certain corporate debt securities are based on quoted market prices and are categorized as Level 1 in the fair value hierarchy.
The fair values of other investment securities were determined based on matrix pricing. Matrix pricing is a mathematical technique that utilizes observable market inputs including, for example, yield curves, credit ratings, and prepayment speeds. Fair values determined using matrix pricing are generally categorized as Level 2 in the fair value hierarchy.
Restricted stock
WAB is a member of the Federal Reserve System and the FHLB and, accordingly, maintains investments in the capital stock of the FRB and the FHLB. WAB also maintains an investment in its primary correspondent bank. These investments are carried at cost since no ready market exists for them, and they have no quoted market value. The Company conducts a periodic review and evaluation of its restricted stock to determine if any impairment exists. The fair values of these investments have been categorized as Level 2 in the fair value hierarchy.
Loans
The fair value of loans is estimated based on discounted cash flows using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality and adjustments that the Company believes a market participant would consider in determining fair value based on a third party independent valuation. As a result, the fair value for loans is categorized as Level 2 in the fair value hierarchy, excluding impaired loans which are categorized as Level 3.
Accrued interest receivable and payable
The carrying amounts reported in the Consolidated Balance Sheets for accrued interest receivable and payable approximate their fair value.
Derivative financial instruments
All derivatives are recognized in the Consolidated Balance Sheets at their fair value. The fair value for derivatives is determined based on market prices, broker-dealer quotations on similar products, or other related input parameters. As a result, the fair values have been categorized as Level 2 in the fair value hierarchy.
Deposits
The fair value disclosed for demand and savings deposits is by definition equal to the amount payable on demand at their reporting date (that is, their carrying amount), which the Company believes a market participant would consider in determining fair value. The carrying amount for variable-rate deposit accounts approximates their fair value. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on these deposits. The fair value measurement of the deposit liabilities is categorized as Level 2 in the fair value hierarchy.
FHLB advances and customer repurchase agreements
The fair values of the Company’s borrowings are estimated using discounted cash flow analyses, based on the market rates for similar types of borrowing arrangements. The FHLB advances and customer repurchase agreements have been categorized as Level 2 in the fair value hierarchy due to their short durations.
Subordinated debt
The fair value of subordinated debt is based on the market rate for the respective subordinated debt security. Subordinated debt has been categorized as Level 3 in the fair value hierarchy.

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Junior subordinated debt
Junior subordinated debt is valued based on a discounted cash flow model which uses as inputs Treasury Bond rates and the 'BB' rated financial index. Junior subordinated debt has been categorized as Level 3 in the fair value hierarchy.
Off-balance sheet instruments
The fair value of the Company’s off-balance sheet instruments (lending commitments and standby letters of credit) is based on quoted fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, and the counterparties’ credit standing.
Income taxes
The Company is subject to income taxes in the United States and files a consolidated federal income tax return with all of its subsidiaries, with the exception of BW Real Estate, Inc. Deferred income taxes are recorded to reflect the effects of temporary differences between the financial reporting carrying amounts of assets and liabilities and their income tax bases using enacted tax rates that are expected to be in effect when the taxes are actually paid or recovered. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.
Net deferred tax assets are recorded to the extent that these assets will more-likely-than-not be realized. In making these determinations, all available positive and negative evidence is considered, including scheduled reversals of deferred tax liabilities, tax planning strategies, projected future taxable income, and recent operating results. If it is determined that deferred income tax assets to be realized in the future are in excess of their net recorded amount, an adjustment to the valuation allowance will be recorded, which will reduce the Company's provision for income taxes.
A tax benefit from an unrecognized tax benefit may be recognized when it is more-likely-than-not that the position will be sustained upon examination, including related appeals or litigation, based on technical merits. Income tax benefits must meet a more-likely-than-not recognition threshold at the effective date to be recognized.
Interest and penalties related to unrecognized tax benefits are recognized as part of the provision for income taxes in the Consolidated Income Statement. Accrued interest and penalties are included in the related tax liability line with other liabilities in the Consolidated Balance Sheet. See "Note 11. Income Taxes" of these Notes to Unaudited Consolidated Financial Statements for further discussion on income taxes.
Non-interest income
Non-interest income includes service charges and fees, card income, income from equity investments, income from bank owned life insurance, foreign currency income, lending related income and gains (losses) on sale of loans, gains and losses on sales of investment securities, and other income. Service charges and fees are composed of fees earned from performing account analysis and general account services, fees earned in lieu of compensating balances, and other deposit account services. Service charges and fees are accounted for in accordance with ASC 606, Revenue from Contracts with Customers, and are recognized as the related services are provided. Card income includes fees earned from customer use of debit and credit cards, interchange income from merchants, and international charges. Card income is generally in the scope of ASC 310, Receivables, however, certain processing transactions for merchants, such as interchange fees, are in scope of ASC 606. Income from equity investments includes gains on equity warrant assets, SBIC equity income, and success fees. Income from bank owned life insurance is accounted for in accordance with ASC 325, Investments - Other. Foreign currency income represents fees earned on the differential between purchases and sales of foreign currency on behalf of the Company’s clients. Lending related fees include fees earned from gains or losses on the sale of loans, SBA income, and letter of credit fees. Gains and losses on the sale of loans and SBA income are recognized pursuant to ASC 860, Transfers and Servicing. Fees related to standby letters of credit are accounted for in accordance with ASC 440, Commitments. Other income includes operating lease income, which is recognized on a straight-line basis over the lease term in accordance with ASC 840, Leases. Net (gain) loss on sales / valuations of repossessed and other assets may also be presented in non-interest income in the event that a gain is recognized upon sale. Gains and losses on the sale of repossessed and other assets are accounted for in accordance with ASC 610, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets. See "Note 15. Revenue from Contracts with Customers" of these Notes to Unaudited Consolidated Financial Statements for further details related to the nature and timing of revenue recognition for non-interest income revenue streams within the scope of the new standard.

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Recent accounting pronouncements
In February 2016, the FASB issued guidance within ASU 2016-02, Leases. The amendments in ASU 2016-02 to Topic 842, Leases, require lessees to recognize the lease assets and lease liabilities arising from operating leases in the statement of financial position. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Management is in its implementation assessment stage, which includes identifying the population of the Company's leases that are within the scope of the new guidance, gathering all key lease data, and considering new lease software options that will facilitate application of the new accounting requirements.
In June 2016, the FASB issued guidance within ASU 2016-13, Measurement of Credit Losses on Financial Instruments. The amendments in ASU 2016-13 to Topic 326, Financial Instruments - Credit Losses, require that an organization measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The ASU also requires enhanced disclosures, including qualitative and quantitative disclosures that provide additional information about the amounts recorded in the financial statements. Additionally, the ASU amends the accounting for credit losses on AFS debt securities and purchased financial assets with credit deterioration. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management has formed a Steering Committee and established an implementation team made up of subject matter experts across different functions within the Company, including Finance, Risk, Credit, and IT, that will facilitate all phases of planning and implementation of the new guidance. Under the direction of the Company's CECL Steering Committee and in partnership with its Enterprise Project Management Office, the implementation team has completed its gap assessment and are fully engaged with the implementation of its plan. Key initiatives underway include model development, data adequacy and formation, accounting policy drafting and software solution installations. Further, the team is also in the process of evaluating its control framework to identify risks resulting from new processes, judgments, and data.
In March 2017, the FASB issued guidance within ASU 2017-08, Premium Amortization on Purchased Callable Debt Securities. The amendments in ASU 2017-08 to Subtopic 310-20, Receivables-Nonrefundable Fees and Other Costs, shorten the amortization period for certain purchased callable debt securities held at a premium to the earliest call date, which more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. Under current GAAP, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance is not expected to have a significant impact on the Company's Consolidated Financial Statements.
Recently adopted accounting guidance
In May 2014, the FASB issued guidance within ASU 2014-09, Revenue from Contracts with Customers. The amendments in ASU 2014-09 to ASC 606, Revenue from Contracts with Customers, creates a common revenue standard and clarifies the principles for recognizing revenue that can be applied consistently across various transactions, industries, and capital markets. The amendments in the ASU clarify that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. As part of that principle, the entity should identify the contract(s) with the customer, identify the performance obligation(s) of the contract, determine the transaction price, allocate that transaction price to the performance obligation(s) of the contract, and then recognize revenue when or as the entity satisfies the performance obligation(s). The Company adopted ASU 2014-09 on January 1, 2018 using the modified retrospective method. Substantially all of the Company's revenue is generated from interest income related to loans and investment securities, which are not within the scope of this guidance. The contracts that are within the scope of this guidance include service charges and fees on deposit accounts, certain types of card income, and success fees earned from equity investments. The Company has completed its review of contracts and other agreements that are within the scope of this guidance and did not identify any material changes to the timing or amount of revenue recognition. The Company’s accounting policies did not change materially since the principles of revenue recognition in the ASU are largely consistent with current practices applied by the Company. The Company has expanded its qualitative disclosures of performance obligations and disaggregation of significant categories of revenue. See "Note 15. Revenue from Contracts with Customers" for further discussion.

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In January 2016, the FASB issued guidance within ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU 2016-01 to Subtopic 825-10, Financial Instruments, contain the following elements: 1) requires equity investments to be measured at fair value with changes in fair value recognized in net income; 2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment; 3) eliminates the requirement for public entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; 4) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; 5) requires an entity to present separately in OCI the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; 6) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or accompanying notes to the financial statements; 7) clarifies that the entity should evaluate the need for a valuation allowance on a deferred tax asset related to AFS securities in combination with the entity's other deferred tax assets. Effective on January 1, 2015, the Company adopted the amendment noted in item 5) above as discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. Effective on January 1, 2018, the Company adopted the other amendments in this guidance. The primary impact on the Company's Consolidated Financial Statements results from the amendments discussed in item 1) above as changes in the fair value of the Company's equity investments are now recognized in net income, rather than in AOCI. As of January 1, 2018, the Company recorded a cumulative-effect adjustment of $0.4 million to decrease accumulated other comprehensive income with a corresponding increase to opening retained earnings. During the three months ended March 31, 2018, the Company recognized a loss of $1.1 million related to fair value changes in equity securities, which was recorded in the Consolidated Income Statement.
In August 2016, the FASB issued guidance within ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. The amendments in ASU 2016-15 to Topic 230, Statement of Cash Flows, provide guidance on eight specific cash flow classification issues: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investments; 7) beneficial interest in securitization transactions; and 8) separately identifiable cash flows and the application of the predominance principle. The adoption of this guidance did not have a significant impact on the Company's Consolidated Statement of Cash Flows.
In January 2017, the FASB issued guidance within ASU 2017-01, Clarifying the Definition of a Business. The amendments in ASU 2017-01 to Topic 805, Business Combinations, clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements.
In January 2017, the FASB issued guidance within ASU 2017-04, Simplifying the Test for Goodwill Impairment. The amendments in ASU 2017-04 to Topic 350, Intangibles - Goodwill and Other, modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. Accordingly, the amendments eliminate Step 2 from the goodwill impairment test because goodwill impairment will no longer be determined by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements.
In February 2017, the FASB issued guidance within ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The amendments in ASU 2017-05 to Subtopic 610-20, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets, clarify the scope of Subtopic 610-20 and add guidance for partial sales of nonfinancial assets, including partial sales of real estate. Under current GAAP, there are several different accounting models to evaluate whether the transfer of certain assets qualify for sale treatment. The new standard reduces the number of potential accounting models that might apply and clarifies which model does apply in various circumstances. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements.

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In May 2017, the FASB issued guidance within ASU 2017-09, Scope of Modification Accounting. The amendments in ASU 2017-09 to Topic 718, Compensation - Stock Compensation, provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. An entity should account for the effects of a modification unless all of the following conditions are met: the fair value of the modified award is the same as the fair value of the original award immediately before the original award is modified; the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and the classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The adoption of this guidance did not have a significant impact on the Company's Consolidated Financial Statements.
In February 2018, the FASB issued guidance within ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Under current GAAP, the effect of a change in tax laws or rates on deferred tax liabilities and assets are included in income from continuing operations even in situations in which the related income tax effects of items in AOCI were originally recognized in comprehensive income. Accordingly, as the adjustment of deferred taxes due to the reduction of the historical corporate income tax rate to the newly enacted corporate income tax rate is required to be included in income from continuing operations, the tax effects of items within AOCI do not reflect the current tax rate. The amendments in ASU 2018-02 to Topic 220, Income Statement - Reporting Comprehensive Income, allow a reclassification from AOCI to retained earnings from tax effects resulting from the TCJA. The Company elected to adopt this guidance effective January 1, 2018 and recorded a cumulative-effect adjustment of $0.7 million to decrease accumulated other comprehensive income with a corresponding increase to opening retained earnings.

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Table of Contents

2. INVESTMENT SECURITIES
The carrying amounts and fair values of investment securities at March 31, 2018 and December 31, 2017 are summarized as follows: 
 
 
March 31, 2018
 
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized (Losses)
 
Fair Value
 
 
(in thousands)
Held-to-maturity
 
 
 
 
 
 
 
 
Tax-exempt
 
$
262,304

 
$
795

 
$
(7,681
)
 
$
255,418

 
 
 
 
 
 
 
 
 
Available-for-sale
 
 
 
 
 
 
 
 
CDO
 
$
50

 
$
19,403

 
$

 
$
19,453

Commercial MBS issued by GSEs
 
110,347

 
60

 
(5,434
)
 
104,973

Corporate debt securities
 
105,040

 
140

 
(3,504
)
 
101,676

CRA investments
 
51,771

 

 
(925
)
 
50,846

Preferred stock
 
92,959

 
1,191

 
(832
)
 
93,318

Private label residential MBS
 
839,655

 
32

 
(20,691
)
 
818,996

Residential MBS issued by GSEs
 
1,676,686

 
210

 
(49,997
)
 
1,626,899

Tax-exempt
 
499,045

 
6,083

 
(7,207
)
 
497,921

Trust preferred securities
 
32,000

 

 
(3,383
)
 
28,617

U.S. government sponsored agency securities
 
64,000

 

 
(3,710
)
 
60,290

U.S. treasury securities
 
2,496

 

 
(23
)
 
2,473

Total AFS securities
 
$
3,474,049

 
$
27,119

 
$
(95,706
)
 
$
3,405,462

 
 
December 31, 2017
 
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized (Losses)
 
Fair Value
 
 
(in thousands)
Held-to-maturity
 
 
 
 
 
 
 
 
Tax-exempt
 
$
255,050

 
$
4,514

 
$
(3,250
)
 
$
256,314

 
 
 
 
 
 
 
 
 
Available-for-sale
 
 
 
 
 
 
 
 
CDO
 
$
50

 
$
21,807

 
$

 
$
21,857

Commercial MBS issued by GSEs
 
113,069

 
46

 
(4,038
)
 
109,077

Corporate debt securities
 
105,044

 
261

 
(1,822
)
 
103,483

CRA investments
 
51,133

 

 
(517
)
 
50,616

Preferred stock
 
52,172

 
1,160

 
(136
)
 
53,196

Private label residential MBS
 
874,261

 
756

 
(6,493
)
 
868,524

Residential MBS issued by GSEs
 
1,719,188

 
810

 
(30,703
)
 
1,689,295

Tax-exempt
 
501,988

 
10,893

 
(1,971
)
 
510,910

Trust preferred securities
 
32,000

 

 
(3,383
)
 
28,617

U.S. government sponsored agency securities
 
64,000

 

 
(2,538
)
 
61,462

U.S. treasury securities
 
2,496

 

 
(14
)
 
2,482

Total AFS securities
 
$
3,515,401

 
$
35,733

 
$
(51,615
)
 
$
3,499,519

The Company conducts an OTTI analysis on a quarterly basis. The initial indication of OTTI for both debt and equity securities is a decline in the market value below the amount recorded for an investment, and taking into account the severity and duration of the decline. Another potential indication of OTTI is a downgrade below investment grade. In determining whether an impairment is OTTI, the Company considers the length of time and the extent to which the market value has been below cost, recent events specific to the issuer, including investment downgrades by rating agencies and economic conditions of its industry, and the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery. For marketable equity securities, the Company also considers the issuer’s financial condition, capital strength, and near-term prospects.

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Table of Contents

For debt securities, for the purpose of an OTTI analysis, the Company also considers the cause of the price decline (general level of interest rates, credit spreads, and industry and issuer-specific factors), the issuer’s financial condition, near-term prospects, and current ability to make future payments in a timely manner, as well as the issuer’s ability to service debt, and any change in agencies’ ratings at the evaluation date from the acquisition date and any likely imminent action.
The Company has reviewed securities for which there is an unrealized loss in accordance with its accounting policy for OTTI described above and determined that there are no impairment charges for the three months ended March 31, 2018 and 2017. The Company does not consider any securities to be other-than-temporarily impaired as of March 31, 2018 and December 31, 2017. No assurance can be made that OTTI will not occur in future periods.
Information pertaining to securities with gross unrealized losses at March 31, 2018 and December 31, 2017, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows: 
 
March 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
 
 
 
 
 
 
 
 
 
 
 
Tax-exempt
$
7,681

 
$
208,272

 
$

 
$

 
$
7,681

 
$
208,272

Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
Commercial MBS issued by GSEs
$
262

 
$
11,999

 
$
5,172

 
$
91,109

 
$
5,434

 
$
103,108

Corporate debt securities
2,200

 
57,799

 
1,304

 
38,696

 
3,504

 
96,495

CRA investments

 

 
925

 
50,846

 
925

 
50,846

Preferred stock
832

 
47,808

 

 

 
832

 
47,808

Private label residential MBS
13,613

 
625,316

 
7,078

 
188,584

 
20,691

 
813,900

Residential MBS issued by GSEs
25,817

 
1,096,496

 
24,180

 
512,464

 
49,997

 
1,608,960

Tax-exempt
3,278

 
173,905

 
3,929

 
67,415

 
7,207

 
241,320

Trust preferred securities

 

 
3,383

 
28,617

 
3,383

 
28,617

U.S. government sponsored agency securities
94

 
4,906

 
3,616

 
55,384

 
3,710

 
60,290

U.S. treasury securities
23

 
2,473

 

 

 
23

 
2,473

Total AFS securities
$
46,119

 
$
2,020,702

 
$
49,587

 
$
1,033,115

 
$
95,706

 
$
3,053,817

 
December 31, 2017
 
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
$
3,250

 
$
107,921

 
$

 
$

 
$
3,250

 
$
107,921

Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
Commercial MBS issued by GSEs
$
161

 
$
13,565

 
$
3,877

 
$
93,641

 
$
4,038

 
$
107,206

Corporate debt securities
1,398

 
78,602

 
424

 
19,576

 
1,822

 
98,178

CRA investments

 

 
517

 
50,616

 
517

 
50,616

Preferred stock
136

 
7,357

 

 

 
136

 
7,357

Private label residential MBS
3,115

 
480,885

 
3,378

 
188,710

 
6,493

 
669,595

Residential MBS issued by GSEs
13,875

 
999,478

 
16,828

 
523,270

 
30,703

 
1,522,748

Tax-exempt
17

 
6,159

 
1,954

 
69,674

 
1,971

 
75,833

Trust preferred securities

 

 
3,383

 
28,617

 
3,383

 
28,617

U.S. government sponsored agency securities
14

 
4,986

 
2,524

 
56,476

 
2,538

 
61,462

U.S. treasury securities
14

 
2,482

 

 

 
14

 
2,482

Total AFS securities
$
18,730

 
$
1,593,514

 
$
32,885

 
$
1,030,580

 
$
51,615

 
$
2,624,094


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Table of Contents

At March 31, 2018 and December 31, 2017, the Company’s unrealized losses relate primarily to market interest rate increases since the securities' original purchase date. The total number of securities in an unrealized loss position at March 31, 2018 is 401, compared to 302 at December 31, 2017. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysis reports. Since material downgrades have not occurred and management does not intend to sell the debt securities in an unrealized loss position in the foreseeable future, none of the securities described in the above table or in this paragraph are deemed to be OTTI.
The amortized cost and fair value of securities as of March 31, 2018, by contractual maturities, are shown below. MBS are shown separately as individual MBS are comprised of pools of loans with varying maturities. Therefore, these securities are listed separately in the maturity summary. 
 
 
March 31, 2018
 
 
Amortized Cost
 
Estimated Fair Value
 
 
(in thousands)
Held-to-maturity
 
 
 
 
Due in one year or less
 
$
1,200

 
$
1,208

After one year through five years
 
10,100

 
10,206

After five years through ten years
 
14,847

 
14,475

After ten years
 
236,157

 
229,529

Total HTM securities
 
$
262,304

 
$
255,418

 
 
 
 
 
Available-for-sale
 
 
 
 
Due in one year or less
 
$
55,801

 
$
54,879

After one year through five years
 
15,947

 
16,242

After five years through ten years
 
256,070

 
251,220

After ten years
 
519,543

 
532,253

Mortgage-backed securities
 
2,626,688

 
2,550,868

Total AFS securities
 
$
3,474,049

 
$
3,405,462


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Table of Contents

The following tables summarize the carrying amount of the Company’s investment ratings position as of March 31, 2018 and December 31, 2017
 
 
March 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
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax-exempt
 
$

 
$

 
$

 
$

 
$

 
$

 
$
262,304

 
$
262,304

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CDO
 
$

 
$

 
$

 
$

 
$

 
$
19,453

 
$

 
$
19,453

Commercial MBS issued by GSEs
 

 
104,973

 

 

 

 

 

 
104,973

Corporate debt securities
 

 

 

 
72,747

 
28,929

 

 

 
101,676

CRA investments
 

 
25,078

 

 

 

 

 
25,768

 
50,846

Preferred stock
 

 

 

 
10,118

 
64,444

 
4,031

 
14,725

 
93,318

Private label residential MBS
 
748,064

 

 
67,405

 
998

 
879

 
1,650

 

 
818,996

Residential MBS issued by GSEs
 

 
1,626,899

 

 

 

 

 

 
1,626,899

Tax-exempt
 
62,746

 
24,635

 
243,818

 
163,250

 

 

 
3,472

 
497,921

Trust preferred securities
 

 

 

 

 
28,617

 

 

 
28,617

U.S. government sponsored agency securities
 

 
60,290

 

 

 

 

 

 
60,290

U.S. treasury securities
 

 
2,473

 

 

 

 

 

 
2,473

Total AFS securities (1)
 
$
810,810

 
$
1,844,348

 
$
311,223

 
$
247,113

 
$
122,869

 
$
25,134

 
$
43,965

 
$
3,405,462

(1)
Where ratings differ, the Company uses an average of the available ratings by major credit agencies.
 
 
December 31, 2017
 
 
AAA
 
Split-rated AAA/AA+
 
AA+ to AA-
 
A+ to A-
 
BBB+ to BBB-
 
BB+ and below
 
Unrated
 
Totals
 
 
(in thousands)
Held-to-maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Tax-exempt
 
$

 
$

 
$

 
$

 
$

 
$

 
$
255,050

 
$
255,050

Available-for-sale
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
CDO
 
$

 
$

 
$

 
$

 
$

 
$
21,857

 
$

 
$
21,857

Commercial MBS issued by GSEs
 

 
109,077

 

 

 

 

 

 
109,077

Corporate debt securities
 

 

 

 
74,293

 
29,190

 

 

 
103,483

CRA investments
 

 
25,349

 

 

 

 

 
25,267

 
50,616

Preferred stock
 

 

 

 
10,388

 
23,822

 
4,104

 
14,882

 
53,196

Private label residential MBS
 
809,242

 

 
55,161

 
1,350

 
931

 
1,840

 

 
868,524

Residential MBS issued by GSEs
 

 
1,689,295

 

 

 

 

 

 
1,689,295

Tax-exempt
 
64,893

 
25,280

 
249,200

 
167,994

 

 

 
3,543

 
510,910

Trust preferred securities
 

 

 

 

 
28,617

 

 

 
28,617

U.S. government sponsored agency securities
 

 
61,462

 

 

 

 

 

 
61,462

U.S. treasury securities
 

 
2,482

 

 

 

 

 

 
2,482

Total AFS securities (1)
 
$
874,135

 
$
1,912,945

 
$
304,361

 
$
254,025

 
$
82,560

 
$
27,801

 
$
43,692

 
$
3,499,519

(1)
Where ratings differ, the Company uses an average of the available ratings by major credit agencies.
Securities with carrying amounts of approximately $1.01 billion and $913.7 million at March 31, 2018 and December 31, 2017, respectively, were pledged for various purposes as required or permitted by law.

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Table of Contents

The following table presents gross gains and losses on sales of investment securities: 
 
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
(in thousands)
Gross gains
 
$

 
$
636

Gross losses
 

 
(1
)
Net gains on sales of investment securities
 
$

 
$
635

3. LOANS, LEASES AND ALLOWANCE FOR CREDIT LOSSES
The composition of the Company’s held for investment loan portfolio is as follows: 
 
 
March 31, 2018
 
December 31, 2017
 
 
(in thousands)
Commercial and industrial
 
$
6,944,381

 
$
6,841,381

Commercial real estate - non-owner occupied
 
3,925,301

 
3,904,011

Commercial real estate - owner occupied
 
2,264,650

 
2,241,613

Construction and land development
 
1,957,489

 
1,632,204

Residential real estate
 
418,127

 
425,940

Consumer
 
50,505

 
48,786

Loans, net of deferred loan fees and costs
 
15,560,453

 
15,093,935

Allowance for credit losses
 
(144,659
)
 
(140,050
)
Total loans HFI
 
$
15,415,794

 
$
14,953,885

Net deferred loan fees and costs as of March 31, 2018 and December 31, 2017 total $32.6 million and $25.3 million, respectively, which is a reduction in the carrying value of loans. Net unamortized purchase discounts on secondary market loan purchases total $8.0 million and $8.5 million as of March 31, 2018 and December 31, 2017, respectively. Total loans held for investment are also net of interest rate and credit marks on acquired loans, which are a net reduction in the carrying value of loans. Interest rate marks were $13.0 million and $14.1 million as of March 31, 2018 and December 31, 2017, respectively. Credit marks were $23.1 million