ex99-1.htm

When used in this presentation and in documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder

communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “should,” “will likely result,” “are expected to,”

“will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward‐looking statements” within the meaning of the Private Securities

Litigation Reform Act of 1995. You are cautioned not to place undue reliance on any forward‐looking statements, which speak only as of the date made. These statements may relate to

Banc of California, Inc.’s (“BOC,” “Banc of California,” the “Company,” “we,” “us” or “our”) future financial performance, strategic plans or objectives, revenue, expense or earnings

projections, or other financial items. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated

in the statements.

Factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (i) the occurrence of any event, change

or other circumstances that could give rise to the termination of the agreement for the sale of branches to AmericanWest Bank (“AWB”) or the services agreement that provides for the

pending acquisition of CS Financial, Inc. (“CS Financial”); (ii) the outcome of any legal proceedings that may be instituted against the Company or AWB; (iii) the amount of the intended

benefits from the AWB transaction or the acquisition of CS Financial may not be realized as well as the inability to complete the AWB transaction due to the failure to satisfy such

transaction's conditions to completion; (iv) risks that the proposed AWB transaction or the Company’s recently completed acquisitions of The Private Bank of California (successor to

Beach Business Bank) and Gateway Bancorp, may disrupt current plans and operations, the potential difficulties in customer and employee retention as a result of the transactions and

the amount of the costs, fees, expenses and charges related to the transactions; (v) continuation or worsening of current recessionary conditions, as well as continued turmoil in the

financial markets (vi) the credit risks of lending activities, which may be affected by further deterioration in real estate markets and the financial condition of borrowers, may lead to

increased loan and lease delinquencies, losses and nonperforming assets in our loan portfolio, and may result in our allowance for loan and lease losses not being adequate to cover

actual losses and require us to materially increase our loan and lease loss reserves; (vii) the quality and composition of our securities portfolio; (viii) changes in general economic

conditions, either nationally or in our market areas; (ix) continuation of the historically low short‐term interest rate environment, changes in the levels of general interest rates, and the

relative differences between short‐ and long‐term interest rates, deposit interest rates, our net interest margin and funding sources; (x) fluctuations in the demand for loans and leases,

the number of unsold homes and other properties and fluctuations in commercial and residential real estate values in our market area; (xi) results of examinations of us by regulatory

authorities and the possibility that any such regulatory authority may, among other things, require us to increase our allowance for loan and lease losses, write‐down asset values,

increase our capital levels, or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; (xii) legislative or regulatory

changes that adversely affect our business, including changes in regulatory capital or other rules; (xiii) our ability to control operating costs and expenses; (xiv) staffing fluctuations in

response to product demand or the implementation of corporate strategies that affect our work force and potential associated charges; (xv) errors in our estimates in determining fair

value of certain of our assets, which may result in significant declines in valuation; (xvi) the network and computer systems on which we depend could fail or experience a security

breach; (xvii) our ability to attract and retain key members of our senior management team; (xviii) costs and effects of litigation, including settlements and judgments; (xix) increased

competitive pressures among financial services companies; (xx) changes in consumer spending, borrowing and saving habits; (xxi) adverse changes in the securities markets; (xxii)

earthquake, fire or other natural disasters affecting the condition of real estate collateral; (xxiii) the availability of resources to address changes in laws, rules or regulations or to

respond to regulatory actions; (xxiv) inability of key third‐party providers to perform their obligations to us; (xxv) changes in accounting policies and practices, as may be adopted by the

financial institution regulatory agencies or the Financial Accounting Standards Board or their application to our business or final audit adjustments, including additional guidance and

interpretation on accounting issues and details of the implementation of new accounting methods; (xxvi) war or terrorist activities; and (xxvii) other economic, competitive,

governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described in the reports and other documents that we

file with or furnish to the SEC, including, without limitation, the risks described under “Item 1A Risk Factors” in our Annual Report on Form 10‐K for the year ended December 31, 2012.

You should not place undue reliance on forward‐looking statements, and we undertake no obligation to update any such statements to reflect circumstances or events that occur after

the date on which the forward‐looking statement is made.