Washington | 91-1572822 | |
(State of incorporation) | (I.R.S. Employer Identification No.) |
Common Stock | Nasdaq | |
(Title of each class) | (Name of each exchange on which registered) |
Large accelerated filer | ¨ | Accelerated filer | þ | Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
PART I | ||
Item 1 | ||
Item 1A | ||
Item 1B | ||
Item 2 | ||
Item 3 | ||
Item 4 | ||
PART II | ||
Item 5 | ||
Item 6 | ||
Item 7 | ||
Item 7A | ||
Item 8 | ||
Item 9 | ||
Item 9A | ||
Item 9B | ||
PART III | ||
Item 10 | ||
Item 11 | ||
Item 12 | ||
Item 13 | ||
Item 14 | ||
PART IV | ||
Item 15 | ||
SIGNATURES |
• | Knowledgeable bankers—Employee development, training and compensation initiatives designed to enable our talented team of bankers to capably serve our customers across our footprint. |
• | Fair pricing—Offer a meaningful value proposition for our customers, while providing competitive funding and returns. |
• | Convenience and ease of use—We have retail banking and mortgage loan origination offices with customer-oriented hours of operations; automatic teller machines located throughout our footprint; and full-service internet banking and on-line bill pay. |
• | Competitive products and services—We offer a full range of consumer, small business, commercial, corporate, wealth management and mortgage banking products and services across our four-state footprint. Our treasury management products include an advanced and easy to use Remote Deposit Capture system that is comparable to those of the largest banks operating in our area. |
• | Improving the mix and reducing the cost of deposits; |
• | Reducing our balance sheet risk through resolution of the remaining asset quality issues, while generating prudently underwritten loan growth; |
• | Building on our banking foundation by strengthening relationships with our customers; and |
• | Improving operating efficiency through effective management of non-interest expenses. |
• | Community Banking - providing traditional banking services through the retail banking, private banking and commercial banking groups, including the originating and servicing of commercial real estate, owner occupied CRE and C&I loans. |
• | Home Loan Division - originating and selling residential real estate loans through its mortgage banking operations, on both a servicing-retained and servicing-released basis. |
Washington | Oregon | |||||||||||||||||||
County | Branches | Rank | Market Share | County | Branches | Rank | Market Share | |||||||||||||
Adams | 2 | 3 | 23.3 | % | Baker | 1 | 1 | 28.6 | % | |||||||||||
Asotin | 2 | 2 | 20.9 | % | Benton | 1 | 8 | 2.5 | % | |||||||||||
Benton | 4 | 8 | 5.6 | % | Clackamas | 2 | 17 | 0.6 | % | |||||||||||
Clallam | 2 | 11 | 3.9 | % | Clatsop | 2 | 6 | 6.9 | % | |||||||||||
Clark | 14 | 2 | 14.9 | % | Columbia | 1 | 3 | 14.7 | % | |||||||||||
Columbia | 1 | 1 | 28.7 | % | Coos | 5 | 2 | 26.4 | % | |||||||||||
Douglas | 1 | 4 | 6.9 | % | Curry | 3 | 1 | 29.1 | % | |||||||||||
Franklin | 1 | 8 | 5.8 | % | Deschutes | 4 | 10 | 2.7 | % | |||||||||||
Garfield | 1 | 1 | 54.7 | % | Douglas | 1 | 7 | 1.3 | % | |||||||||||
Grant | 2 | 5 | 8.7 | % | Grant | 1 | 3 | 23.8 | % | |||||||||||
Grays Harbor | 5 | 4 | 11.3 | % | Harney | 1 | 3 | 22.6 | % | |||||||||||
King | 14 | 15 | 1.1 | % | Jackson | 5 | 9 | 5.2 | % | |||||||||||
Kitsap | 1 | 14 | 1.0 | % | Josephine | 2 | 12 | 3.0 | % | |||||||||||
Kittitas | 2 | 4 | 13.1 | % | Klamath | 5 | 2 | 26.7 | % | |||||||||||
Klickitat | 2 | 2 | 32.8 | % | Lake | 1 | 3 | 30.0 | % | |||||||||||
Lewis | 4 | 2 | 17.8 | % | Lane | 5 | 14 | 1.3 | % | |||||||||||
Okanogan | 2 | 2 | 23.1 | % | Linn | 1 | 10 | 2.5 | % | |||||||||||
Pierce | 2 | 18 | 0.9 | % | Malheur | 3 | 3 | 22.5 | % | |||||||||||
Skamania | 1 | 1 | 53.1 | % | Marion | 2 | 13 | 0.7 | % | |||||||||||
Snohomish | 2 | 24 | 0.5 | % | Multnomah | 3 | 9 | 0.9 | % | |||||||||||
Spokane | 9 | 4 | 11.7 | % | Polk | 1 | 7 | 5.6 | % | |||||||||||
Thurston | 4 | 10 | 4.0 | % | Tillamook | 3 | 2 | 32.0 | % | |||||||||||
Walla Walla | 3 | 5 | 5.1 | % | Umatilla | 3 | 7 | 5.6 | % | |||||||||||
Whatcom | 3 | 11 | 2.8 | % | Union | 3 | 1 | 26.8 | % | |||||||||||
Whitman | 2 | 7 | 3.3 | % | Wallowa | 1 | 2 | 25.0 | % | |||||||||||
Washington | 3 | 11 | 2.5 | % | ||||||||||||||||
Yamhill | 2 | 9 | 2.9 | % | ||||||||||||||||
Idaho | California | |||||||||||||||||||
County | Branches | Rank | Market Share | County | Branches | Rank | Market Share | |||||||||||||
Ada | 2 | 20 | 0.6 | % | Contra Costa | 2 | 17 | 0.4 | % | |||||||||||
Adams | 1 | 2 | 37.6 | % | Marin | 2 | 13 | 0.8 | % | |||||||||||
Benewah | 1 | 3 | 18.3 | % | Sonoma | 9 | 6 | 6.4 | % | |||||||||||
Idaho | 3 | 1 | 50.8 | % | ||||||||||||||||
Kootenai | 3 | 11 | 3.1 | % | ||||||||||||||||
Latah | 3 | 2 | 25.6 | % | ||||||||||||||||
Nez Perce | 3 | 2 | 19.2 | % | ||||||||||||||||
Valley | 2 | 3 | 26.7 | % |
• | Well-Capitalized—A well-capitalized insured depository institution: (1) has a total risk-based capital ratio of 10% or greater; (2) has a tier 1 risk-based capital ratio of 6% or greater; (3) has a leverage capital ratio of 5% or greater; and (4) is not subject to any order or written directive to meet and maintain a specific capital level for any capital measure. |
• | Adequately Capitalized—An adequately capitalized insured depository institution: (1) has a total risk-based capital ratio of 8% or greater; (2) has a tier 1 risk-based capital ratio of 4% or greater; and (3) has a leverage capital ratio of 4% or greater or a leverage capital ratio of 3% or greater if the institution is rated composite 1 under the CAMELS (Capital, Assets, Management, Earnings, Liquidity and Sensitivity to market risk) rating system. |
• | Undercapitalized—An undercapitalized insured depository institution: (1) has a total risk-based capital ratio of less than 8%; (2) has a tier 1 risk-based capital ratio of less than 4%; or (3) has a leverage capital ratio of less than 4%, or if the institution is rated a composite 1 under the CAMELS rating system, a leverage capital ratio of less than 3%. |
• | Significantly Undercapitalized—A significantly undercapitalized insured depository institution: (1) has a total risk-based capital ratio of less than 6%; (2) has a tier 1 risk-based capital ratio of less than 3%; or (3) a leverage capital ratio of less than 3%. |
• | Critically Undercapitalized—A critically undercapitalized institution: has a ratio of tangible equity to total assets that is equal to or less than 2%. |
• | Sterling’s net income available to shareholders for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends; |
• | Sterling Bank’s prospective rate of earnings retention is not consistent with the holding company’s capital needs and overall current and prospective financial condition; or |
• | Sterling will not meet, or is in danger of not meeting, Sterling’s minimum regulatory capital adequacy ratios. |
• | the federal Truth-In-Lending Act and Regulation Z issued by the Federal Reserve, governing disclosures of credit terms to consumer borrowers; |
• | the Home Mortgage Disclosure Act and Regulation C issued by the Federal Reserve, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; |
• | the Equal Credit Opportunity Act and Regulation B issued by the Federal Reserve, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; |
• | the Fair Credit Reporting Act and Regulation V issued by the Federal Reserve, governing the use and provision of information to consumer reporting agencies; |
• | the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and |
• | the guidance of the various federal agencies charged with the responsibility of implementing such federal laws. |
• | the Truth in Savings Act and Regulation DD issued by the Federal Reserve, which requires disclosure of deposit terms to consumers; |
• | Regulation CC issued by the Federal Reserve, which relates to the availability of deposit funds to consumers; |
• | the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and |
• | the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of ATMs and other electronic banking services. |
• | the possibility of adverse economic developments that may, among other things, increase default and delinquency risks in Sterling’s loan portfolios; |
• | shifts in market interest rates that may result in lower interest rate margins; |
• | shifts in the demand for loans and other products; |
• | changes in the monetary and fiscal policies of the federal government; |
• | changes in laws, regulations and the competitive environment; |
• | lower-than-expected revenue or cost savings or other issues in connection with mergers and acquisitions; and |
• | exposure to material litigation. |
2012 Quarters Ended | |||||||||||||||
December 31 | September 30 | June 30 | March 31 | ||||||||||||
Dividends declared per common share | $ | 0.65 | $ | 0.15 | $ | 0.00 | $ | 0.00 | |||||||
Dividends paid per common share | 0.65 | 0.15 | 0.00 | 0.00 | |||||||||||
Market price per common share: | |||||||||||||||
High | 23.22 | 23.00 | 21.18 | 21.94 | |||||||||||
Low | 19.56 | 18.75 | 17.19 | 16.66 | |||||||||||
Quarter end | 20.90 | 22.27 | 18.89 | 20.88 | |||||||||||
2011 Quarters Ended | |||||||||||||||
December 31 | September 30 | June 30 | March 31 | ||||||||||||
Dividends declared per common share | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | |||||||
Dividends paid per common share | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||
Market price per common share: | |||||||||||||||
High | 16.90 | 17.48 | 19.00 | 22.62 | |||||||||||
Low | 12.18 | 11.61 | 15.50 | 16.30 | |||||||||||
Quarter end | 16.70 | 12.38 | 16.07 | 16.75 |
Years Ended December 31, | |||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
Income Statement Data: | (in thousands, except per share amounts) | ||||||||||||||||||
Interest income | $ | 389,200 | $ | 404,292 | $ | 445,133 | $ | 599,347 | $ | 715,062 | |||||||||
Interest expense | 84,522 | 109,097 | 161,106 | 255,370 | 355,510 | ||||||||||||||
Net interest income | 304,678 | 295,195 | 284,027 | 343,977 | 359,552 | ||||||||||||||
Provision for credit losses | 10,000 | 30,000 | 250,229 | 681,371 | 333,597 | ||||||||||||||
Net interest income (loss) after provision for credit losses | 294,678 | 265,195 | 33,798 | (337,394 | ) | 25,955 | |||||||||||||
Noninterest income | 154,253 | 126,328 | 136,965 | 123,814 | 91,895 | ||||||||||||||
Noninterest expense before impairment charge | 355,253 | 352,390 | 395,045 | 369,974 | 305,517 | ||||||||||||||
Goodwill impairment | 0 | 0 | 0 | 227,558 | 223,765 | ||||||||||||||
Total noninterest expense | 355,253 | 352,390 | 395,045 | 597,532 | 529,282 | ||||||||||||||
Income (loss) before income taxes | 93,678 | 39,133 | (224,282 | ) | (811,112 | ) | (411,432 | ) | |||||||||||
Income tax (provision) benefit (1) | 292,043 | 0 | 0 | (26,982 | ) | 75,898 | |||||||||||||
Net income (loss) | 385,721 | 39,133 | (224,282 | ) | (838,094 | ) | (335,534 | ) | |||||||||||
Preferred stock dividend | 0 | 0 | (11,598 | ) | (17,369 | ) | (1,208 | ) | |||||||||||
Other shareholder allocations (2) | 0 | 0 | (520,263 | ) | 0 | 0 | |||||||||||||
Net income (loss) applicable to common shareholders | $ | 385,721 | $ | 39,133 | $ | (756,143 | ) | $ | (855,463 | ) | $ | (336,742 | ) | ||||||
Earnings (loss) per common share: | |||||||||||||||||||
Basic (3) | $ | 6.21 | $ | 0.63 | $ | (53.05 | ) | $ | (1,087.41 | ) | $ | (429.70 | ) | ||||||
Diluted (3) | 6.14 | 0.63 | (53.05 | ) | (1,087.41 | ) | (429.70 | ) | |||||||||||
Dividends declared per common share (3) | $ | 0.80 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 19.80 | |||||||||
Weighted average shares outstanding: | |||||||||||||||||||
Basic (3) | 62,122,862 | 61,955,659 | 14,253,869 | 786,701 | 783,662 | ||||||||||||||
Diluted (3) | 62,772,079 | 62,231,208 | 14,253,869 | 786,701 | 783,662 | ||||||||||||||
Other Data: | |||||||||||||||||||
Book value per common share (3) | $ | 19.58 | $ | 14.16 | $ | 12.45 | $ | 36.80 | $ | 1,075.14 | |||||||||
Tangible book value per common share (3) | $ | 18.91 | $ | 13.96 | $ | 12.17 | $ | 9.21 | $ | 752.98 | |||||||||
Return on average assets | 4.10 | % | 0.42 | % | (2.21 | )% | (6.81 | )% | (2.65 | )% | |||||||||
Return on average common equity | 35.8 | % | 4.8 | % | (297.2 | )% | (129.8 | )% | (28.8 | )% | |||||||||
Dividend payout ratio | 13 | % | 0 | % | 0 | % | 0 | % | * | ||||||||||
Shareholders' equity to total assets | 13.2 | % | 9.6 | % | 8.1 | % | 3.0 | % | 8.9 | % | |||||||||
Tangible common equity to tangible assets (4) | 12.8 | % | 9.4 | % | 8.0 | % | 0.1 | % | 4.7 | % | |||||||||
Efficiency ratio (5) | 71.1 | % | 74.7 | % | 81.9 | % | 69.1 | % | 61.7 | % | |||||||||
Tax equivalent net interest margin | 3.46 | % | 3.29 | % | 2.83 | % | 2.92 | % | 3.08 | % | |||||||||
Nonperforming assets to total assets | 2.28 | % | 4.01 | % | 8.83 | % | 9.08 | % | 4.77 | % | |||||||||
Employees (full-time equivalents) | 2,532 | 2,496 | 2,498 | 2,641 | 2,481 | ||||||||||||||
Depository branches | 174 | 175 | 178 | 178 | 178 |
As of December 31, | |||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
Balance Sheet Data: | (in thousands) | ||||||||||||||||||
Total assets | $ | 9,236,910 | $ | 9,193,237 | $ | 9,493,169 | $ | 10,877,423 | $ | 12,790,716 | |||||||||
Loans receivable, net | 6,101,749 | 5,341,179 | 5,379,081 | 7,344,199 | 8,807,094 | ||||||||||||||
Investments and MBS - available for sale | 1,513,157 | 2,547,876 | 2,825,010 | 2,160,325 | 2,639,290 | ||||||||||||||
Investments - held to maturity | 206 | 1,747 | 13,464 | 17,646 | 175,830 | ||||||||||||||
Deposits | 6,436,117 | 6,485,818 | 6,911,007 | 7,775,190 | 8,350,407 | ||||||||||||||
FHLB advances | 605,330 | 405,609 | 407,211 | 1,337,167 | 1,726,549 | ||||||||||||||
Securities sold under repurchase agreements and funds purchased | 586,867 | 1,055,763 | 1,032,512 | 1,049,146 | 1,163,023 | ||||||||||||||
Other borrowings | 245,294 | 245,290 | 245,285 | 248,281 | 248,276 | ||||||||||||||
Shareholders' equity | 1,217,923 | 878,557 | 770,767 | 323,249 | 1,141,036 | ||||||||||||||
Regulatory Capital Ratios: | |||||||||||||||||||
Sterling: | |||||||||||||||||||
Tier 1 leverage ratio | 12.1 | % | 11.4 | % | 10.1 | % | 3.5 | % | 9.2 | % | |||||||||
Tier 1 risk-based capital ratio | 17.5 | % | 17.8 | % | 16.2 | % | 4.9 | % | 11.7 | % | |||||||||
Total risk-based capital ratio | 18.7 | % | 19.1 | % | 17.5 | % | 7.9 | % | 13.0 | % | |||||||||
Tier 1 common capital ratio | 13.6 | % | 13.8 | % | 12.4 | % | 3.6 | % | 9.3 | % | |||||||||
Sterling Bank: | |||||||||||||||||||
Tier 1 leverage ratio | 12.0 | % | 11.1 | % | 9.8 | % | 4.2 | % | 8.3 | % | |||||||||
Tier 1 risk-based capital ratio | 17.2 | % | 17.4 | % | 15.7 | % | 5.9 | % | 10.6 | % | |||||||||
Total risk-based capital ratio | 18.5 | % | 18.7 | % | 17.0 | % | 7.3 | % | 11.8 | % |
Years Ended December 31, | ||||||||||||||||||||||||||||||||
2012 | 2011 | 2010 | ||||||||||||||||||||||||||||||
Average Balance | Interest Income/ Expense | Yields/ Rates | Average Balance | Interest Income/ Expense | Yields/ Rates | Average Balance | Interest Income/ Expense | Yields/ Rates | ||||||||||||||||||||||||
ASSETS: | (in thousands) | |||||||||||||||||||||||||||||||
Loans: | ||||||||||||||||||||||||||||||||
Mortgage | $ | 3,834,111 | $ | 188,563 | 4.92 | % | $ | 3,484,108 | $ | 177,992 | 5.11 | % | $ | 4,188,338 | $ | 185,214 | 4.42 | % | ||||||||||||||
Commercial and consumer | 2,572,469 | 143,392 | 5.57 | % | 2,481,470 | 144,892 | 5.84 | % | 2,951,479 | 174,896 | 5.93 | % | ||||||||||||||||||||
Total loans (1) | 6,406,580 | 331,955 | 5.18 | % | 5,965,578 | 322,884 | 5.41 | % | 7,139,817 | 360,110 | 5.04 | % | ||||||||||||||||||||
MBS (2) | 1,890,314 | 47,442 | 2.51 | % | 2,375,515 | 71,216 | 3.00 | % | 2,004,864 | 74,806 | 3.73 | % | ||||||||||||||||||||
Investments and cash (2) | 520,590 | 13,971 | 2.68 | % | 676,677 | 14,659 | 2.17 | % | 965,615 | 15,005 | 1.55 | % | ||||||||||||||||||||
FHLB stock | 98,893 | 0 | 0.00 | % | 99,531 | 0 | 0.00 | % | 100,409 | 0 | 0.00 | % | ||||||||||||||||||||
Total interest earning assets | 8,916,377 | 393,368 | 4.41 | % | 9,117,301 | 408,759 | 4.48 | % | 10,210,705 | 449,921 | 4.41 | % | ||||||||||||||||||||
Noninterest earning assets (3) | 494,185 | 186,238 | (42,376 | ) | ||||||||||||||||||||||||||||
Total average assets | $ | 9,410,562 | $ | 9,303,539 | $ | 10,168,329 | ||||||||||||||||||||||||||
LIABILITIES and EQUITY: | ||||||||||||||||||||||||||||||||
Deposits: | ||||||||||||||||||||||||||||||||
Interest bearing transaction | $ | 657,231 | 334 | 0.05 | % | $ | 503,091 | 504 | 0.10 | % | $ | 809,351 | 1,918 | 0.24 | % | |||||||||||||||||
Savings and MMDA | 2,261,858 | 3,912 | 0.17 | % | 1,994,335 | 7,004 | 0.35 | % | 1,656,816 | 10,180 | 0.61 | % | ||||||||||||||||||||
Time deposits | 2,250,999 | 33,451 | 1.49 | % | 3,063,679 | 52,126 | 1.70 | % | 3,774,891 | 82,609 | 2.19 | % | ||||||||||||||||||||
Total interest bearing deposits | 5,170,088 | 37,697 | 0.73 | % | 5,561,105 | 59,634 | 1.07 | % | 6,241,058 | 94,707 | 1.52 | % | ||||||||||||||||||||
Borrowings | 1,470,244 | 46,825 | 3.18 | % | 1,703,782 | 49,463 | 2.90 | % | 2,309,294 | 66,399 | 2.88 | % | ||||||||||||||||||||
Total interest bearing liabilities | 6,640,332 | 84,522 | 1.27 | % | 7,264,887 | 109,097 | 1.50 | % | 8,550,352 | 161,106 | 1.88 | % | ||||||||||||||||||||
Noninterest bearing transaction | 1,559,828 | 0 | 0.00 | % | 1,093,252 | 0 | 0.00 | % | 999,857 | 0 | 0.00 | % | ||||||||||||||||||||
Total funding liabilities | 8,200,160 | 84,522 | 1.03 | % | 8,358,139 | 109,097 | 1.31 | % | 9,550,209 | 161,106 | 1.69 | % | ||||||||||||||||||||
Other noninterest bearing liabilities | 131,860 | 126,435 | 172,338 | |||||||||||||||||||||||||||||
Total average liabilities | 8,332,020 | 8,484,574 | 9,722,547 | |||||||||||||||||||||||||||||
Total average equity | 1,078,542 | 818,965 | 445,782 | |||||||||||||||||||||||||||||
Total average liabilities and equity | $ | 9,410,562 | $ | 9,303,539 | $ | 10,168,329 | ||||||||||||||||||||||||||
Net interest income and spread (4) | $ | 308,846 | 3.14 | % | $ | 299,662 | 2.98 | % | $ | 288,815 | 2.53 | % | ||||||||||||||||||||
Net interest margin (4) | 3.46 | % | 3.29 | % | 2.83 | % | ||||||||||||||||||||||||||
Deposits: | ||||||||||||||||||||||||||||||||
Total interest bearing deposits | $ | 5,170,088 | $ | 37,697 | 0.73 | % | $ | 5,561,105 | $ | 59,634 | 1.07 | % | $ | 6,241,058 | $ | 94,707 | 1.52 | % | ||||||||||||||
Noninterest bearing transaction | 1,559,828 | 0 | 0.00 | % | 1,093,252 | 0 | 0.00 | % | 999,857 | 0 | 0.00 | % | ||||||||||||||||||||
Total deposits | $ | 6,729,916 | $ | 37,697 | 0.56 | % | $ | 6,654,357 | $ | 59,634 | 0.90 | % | $ | 7,240,915 | $ | 94,707 | 1.31 | % |
(1) | Includes gross nonaccrual loans. |
(2) | Does not include market value adjustments on available for sale securities. |
(3) | Includes charge-offs on nonperforming loans (“confirmed losses”) and the allowance for loan losses. |
(4) | Interest income on certain loans and securities are presented gross of their applicable tax savings using a 37% effective tax rate. |
• | Volume—changes in volume multiplied by comparative period rate; |
• | Rate—changes in rate multiplied by comparative period volume; and |
• | Rate/volume—changes in rate multiplied by changes in volume. |
December 31, 2012 | December 31, 2011 | ||||||||||||||||||||||||||||||
Increase (Decrease) Due to: | Increase (Decrease) Due to: | ||||||||||||||||||||||||||||||
Rate/ | Rate/ | ||||||||||||||||||||||||||||||
Volume | Rate | Volume | Total | Volume | Rate | Volume | Total | ||||||||||||||||||||||||
Interest income: | (in thousands) | ||||||||||||||||||||||||||||||
Loans: | |||||||||||||||||||||||||||||||
Mortgage | $ | 17,881 | $ | (6,642 | ) | $ | (668 | ) | $ | 10,571 | $ | (31,142 | ) | $ | 28,754 | $ | (4,834 | ) | $ | (7,222 | ) | ||||||||||
Commercial and consumer | 5,313 | (6,573 | ) | (240 | ) | (1,500 | ) | (27,851 | ) | (2,561 | ) | 408 | (30,004 | ) | |||||||||||||||||
Total loans | 23,194 | (13,215 | ) | (908 | ) | 9,071 | (58,993 | ) | 26,193 | (4,426 | ) | (37,226 | ) | ||||||||||||||||||
MBS | (14,546 | ) | (11,598 | ) | 2,370 | (23,774 | ) | 13,830 | (14,702 | ) | (2,718 | ) | (3,590 | ) | |||||||||||||||||
Investment and cash equivalents | (3,381 | ) | 3,500 | (807 | ) | (688 | ) | (4,579 | ) | 6,092 | (1,859 | ) | (346 | ) | |||||||||||||||||
Total interest income | 5,267 | (21,313 | ) | 655 | (15,391 | ) | (49,742 | ) | 17,583 | (9,003 | ) | (41,162 | ) | ||||||||||||||||||
Interest expense: | |||||||||||||||||||||||||||||||
Deposits | (4,193 | ) | (19,086 | ) | 1,342 | (21,937 | ) | (14,216 | ) | (23,851 | ) | 2,994 | (35,073 | ) | |||||||||||||||||
Borrowings | (6,780 | ) | (4,800 | ) | 8,942 | (2,638 | ) | (17,410 | ) | 642 | (168 | ) | (16,936 | ) | |||||||||||||||||
Total interest expense | (10,973 | ) | (23,886 | ) | 10,284 | (24,575 | ) | (31,626 | ) | (23,209 | ) | 2,826 | (52,009 | ) | |||||||||||||||||
Changes in net interest income on a tax equivalent basis | $ | 16,240 | $ | 2,573 | $ | (9,629 | ) | $ | 9,184 | $ | (18,116 | ) | $ | 40,792 | $ | (11,829 | ) | $ | 10,847 |
Years Ended December 31, | ||||||||||
2012 | 2011 | % change | ||||||||
(in thousands) | ||||||||||
Fees and service charges | $ | 55,773 | $ | 50,073 | 11 | % | ||||
Mortgage banking operations | 96,909 | 52,376 | 85 | % | ||||||
Loan servicing fees | 383 | (3,213 | ) | * | ||||||
BOLI | 8,625 | 6,448 | 34 | % | ||||||
Gains on sales of securities, net | 23,835 | 16,236 | 47 | % | ||||||
Other-than-temporary impairment losses on securities | (6,819 | ) | 0 | * | ||||||
Charge on prepayment of debt | (35,342 | ) | 0 | * | ||||||
Gains (losses) on assets | 6,515 | (85 | ) | * | ||||||
Gains on other loan sales | 4,372 | 4,442 | (2 | )% | ||||||
Other | 2 | 51 | (96 | )% | ||||||
Total noninterest income | $ | 154,253 | $ | 126,328 | 22 | % |
Years Ended December 31, | |||||||
2012 | 2011 | ||||||
(in thousands) | |||||||
Residential loan sales | $ | 2,648,502 | $ | 2,059,351 | |||
Change in warehouse and interest rate locks | 303,668 | (41,886 | ) | ||||
Total mortgage banking activity | $ | 2,952,170 | $ | 2,017,465 | |||
Margin on residential loan sales | 3.20 | % | 2.45 | % |
Years Ended December 31, | ||||||||||
2012 | 2011 | % change | ||||||||
(in thousands) | ||||||||||
Employee compensation and benefits | $ | 189,025 | $ | 171,643 | 10 | % | ||||
OREO operations | 11,829 | 41,500 | (71 | )% | ||||||
Occupancy and equipment | 42,930 | 39,878 | 8 | % | ||||||
Data processing | 27,091 | 24,171 | 12 | % | ||||||
FDIC insurance | 7,493 | 14,328 | (48 | )% | ||||||
Professional fees | 16,691 | 13,902 | 20 | % | ||||||
Depreciation | 11,690 | 12,184 | (4 | )% | ||||||
Advertising | 12,688 | 10,017 | 27 | % | ||||||
Travel and entertainment | 5,756 | 5,420 | 6 | % | ||||||
Merger and acquisition | 11,976 | 1,012 | 1,083 | % | ||||||
Amortization of other intangible assets | 6,780 | 4,851 | 40 | % | ||||||
Other | 11,304 | 13,484 | (16 | )% | ||||||
Total noninterest expense | $ | 355,253 | $ | 352,390 | 1 | % |
Years Ended December 31, | ||||||||||
2011 | 2010 | % change | ||||||||
(in thousands) | ||||||||||
Fees and service charges | $ | 50,073 | $ | 54,740 | (9 | )% | ||||
Mortgage banking operations | 52,376 | 62,564 | (16 | )% | ||||||
Loan servicing fees | (3,213 | ) | 3,762 | (185 | )% | |||||
BOLI | 6,448 | 7,307 | (12 | )% | ||||||
Gains on sales of securities, net | 16,236 | 25,745 | (37 | )% | ||||||
Charge on prepayment of debt | 0 | (11,296 | ) | * | ||||||
Gains on other loan sales | 4,442 | (4,928 | ) | (190 | )% | |||||
Gains (losses) on assets | (85 | ) | (1,309 | ) | (94 | )% | ||||
Other | 51 | 380 | (87 | )% | ||||||
Total noninterest income | $ | 126,328 | $ | 136,965 | (8 | )% |
Years Ended December 31, | |||||||
2011 | 2010 | ||||||
(in thousands) | |||||||
Residential loan sales | $ | 2,059,351 | $ | 2,455,144 | |||
Change in warehouse and interest rate locks | (41,886 | ) | (62,807 | ) | |||
Total mortgage banking activity | $ | 2,017,465 | $ | 2,392,337 | |||
Margin on residential loan sales | 2.45 | % | 2.40 | % |
Years Ended December 31, | ||||||||||
2011 | 2010 | % change | ||||||||
(in thousands) | ||||||||||
Employee compensation and benefits | $ | 171,643 | $ | 168,793 | 2 | % | ||||
OREO operations | 41,500 | 62,578 | (34 | )% | ||||||
Occupancy and equipment | 39,878 | 39,643 | 1 | % | ||||||
Data processing | 24,171 | 23,116 | 5 | % | ||||||
FDIC insurance | 14,328 | 32,088 | (55 | )% | ||||||
Professional fees | 13,902 | 22,394 | (38 | )% | ||||||
Depreciation | 12,184 | 13,391 | (9 | )% | ||||||
Advertising | 10,017 | 11,536 | (13 | )% | ||||||
Travel and entertainment | 5,420 | 3,975 | 36 | % | ||||||
Amortization of other intangible assets | 4,851 | 4,898 | (1 | )% | ||||||
Merger and acquisition | 1,012 | 358 | 183 | % | ||||||
Other | 13,484 | 12,275 | 10 | % | ||||||
Total noninterest expense | $ | 352,390 | $ | 395,045 | (11 | )% |
December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
MBS | $ | 1,308,838 | $ | 2,320,934 | $ | 2,602,610 | |||||
Municipal bonds | 204,306 | 207,456 | 201,143 | ||||||||
Other | 219 | 21,233 | 34,721 | ||||||||
Total | $ | 1,513,363 | $ | 2,549,623 | $ | 2,838,474 | |||||
Available for sale | $ | 1,513,157 | $ | 2,547,876 | $ | 2,825,010 | |||||
Held to maturity | 206 | 1,747 | 13,464 | ||||||||
Total | $ | 1,513,363 | $ | 2,549,623 | $ | 2,838,474 |
December 31, 2012 | |||||||||||||||||||
One Year or Less | After One through Five Years | After Five through Ten Years | After Ten Years | Total | |||||||||||||||
(in thousands) | |||||||||||||||||||
MBS | |||||||||||||||||||
Balance | $ | 0 | $ | 3,057 | $ | 30,991 | $ | 1,274,790 | $ | 1,308,838 | |||||||||
Weighted average yield | 0.00 | % | 4.42 | % | 3.06 | % | 2.51 | % | 2.53 | % | |||||||||
Municipal bonds | |||||||||||||||||||
Balance | $ | 0 | $ | 209 | $ | 42,988 | $ | 161,109 | $ | 204,306 | |||||||||
Weighted average yield (1) | 0.00 | % | 4.55 | % | 4.43 | % | 4.57 | % | 4.54 | % | |||||||||
Other | |||||||||||||||||||
Balance | $ | 0 | $ | 0 | $ | 0 | $ | 219 | $ | 219 | |||||||||
Weighted average yield | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | |||||||||
Total carrying value | $ | 0 | $ | 3,266 | $ | 73,979 | $ | 1,436,118 | $ | 1,513,363 | |||||||||
Weighted average yield | 0.00 | % | 4.42 | % | 3.86 | % | 2.74 | % | 2.80 | % |
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||
Amount | % | Amount | % | Amount | % | Amount | % | Amount | % | ||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Residential real estate | $ | 806,722 | 13 | % | $ | 688,020 | 12 | % | $ | 758,410 | 13 | % | $ | 839,170 | 11 | % | $ | 867,384 | 10 | % | |||||
Commercial real estate ("CRE"): | |||||||||||||||||||||||||
Investor CRE | 1,219,847 | 20 | 1,275,667 | 23 | 1,314,657 | 24 | 1,403,560 | 18 | 1,364,885 | 15 | |||||||||||||||
Multifamily | 1,580,289 | 25 | 1,001,479 | 18 | 517,022 | 9 | 517,408 | 7 | 477,615 | 5 | |||||||||||||||
Construction | 74,665 | 1 | 174,608 | 3 | 525,668 | 9 | 1,516,108 | 20 | 2,534,695 | 28 | |||||||||||||||
Total CRE | 2,874,801 | 46 | 2,451,754 | 44 | 2,357,347 | 42 | 3,437,076 | 45 | 4,377,195 | 48 | |||||||||||||||
Commercial: | |||||||||||||||||||||||||
Owner occupied CRE | 1,276,591 | 20 | 1,272,461 | 24 | 1,238,744 | 23 | 1,424,980 | 18 | 1,534,282 | 17 | |||||||||||||||
Commercial & Industrial ("C&I") | 540,499 | 9 | 431,693 | 8 | 531,682 | 9 | 876,964 | 11 | 997,876 | 11 | |||||||||||||||
Total commercial | 1,817,090 | 29 | 1,704,154 | 32 | 1,770,426 | 32 | 2,301,944 | 29 | 2,532,158 | 28 | |||||||||||||||
Consumer | 754,621 | 12 | 674,961 | 12 | 744,068 | 13 | 1,116,522 | 15 | 1,248,520 | 14 | |||||||||||||||
Gross loans receivable | 6,253,234 | 100 | % | 5,518,889 | 100 | % | 5,630,251 | 100 | % | 7,694,712 | 100 | % | 9,025,257 | 100 | % | ||||||||||
Deferred loan fees, net | 2,860 | (252 | ) | (4,114 | ) | (7,070 | ) | (9,798 | ) | ||||||||||||||||
Allowance for loan losses | (154,345 | ) | (177,458 | ) | (247,056 | ) | (343,443 | ) | (208,365 | ) | |||||||||||||||
Loans receivable, net | $ | 6,101,749 | $ | 5,341,179 | $ | 5,379,081 | $ | 7,344,199 | $ | 8,807,094 |
December 31, | |||||||||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||
Allowance for loan losses | Loans to total loans | Allowance for loan losses | Loans to total loans | Allowance for loan losses | Loans to total loans | Allowance for loan losses | Loans to total loans | Allowance for loan losses | Loans to total loans | ||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Residential real estate | $ | 19,847 | 13 | % | $ | 15,197 | 12 | % | $ | 17,307 | 13 | % | $ | 28,319 | 11 | % | $ | 8,147 | 10 | % | |||||
Commercial real estate: | |||||||||||||||||||||||||
Investor CRE | 23,469 | 20 | % | 55,876 | 23 | % | 49,362 | 23 | % | 42,296 | 18 | % | 13,712 | 15 | % | ||||||||||
MultiFamily | 14,433 | 25 | % | 13,491 | 18 | % | 9,668 | 9 | % | 8,984 | 7 | % | 4,795 | 5 | % | ||||||||||
Construction | 10,192 | 1 | % | 22,355 | 3 | % | 65,877 | 10 | % | 185,222 | 19 | % | 118,279 | 28 | % | ||||||||||
Total CRE | 48,094 | 46 | % | 91,722 | 44 | % | 124,907 | 42 | % | 236,502 | 44 | % | 136,786 | 48 | % | ||||||||||
Commercial: | |||||||||||||||||||||||||
Owner occupied CRE | 22,340 | 20 | % | 20,636 | 23 | % | 34,282 | 23 | % | 28,248 | 19 | % | 11,008 | 17 | % | ||||||||||
C&I | 19,534 | 9 | % | 17,410 | 8 | % | 22,669 | 9 | % | 30,887 | 11 | % | 29,019 | 11 | % | ||||||||||
Total commercial | 41,874 | 29 | % | 38,046 | 31 | % | 56,951 | 32 | % | 59,135 | 30 | % | 40,027 | 28 | % | ||||||||||
Consumer | 25,602 | 12 | % | 13,427 | 12 | % | 14,645 | 13 | % | 19,198 | 15 | % | 14,608 | 14 | % | ||||||||||
Unallocated | 18,928 | n/a | 19,066 | n/a | 33,246 | n/a | 289 | n/a | 8,797 | n/a | |||||||||||||||
$ | 154,345 | 100 | % | $ | 177,458 | 100 | % | $ | 247,056 | 100 | % | $ | 343,443 | 100 | % | $ | 208,365 | 100 | % |
Years Ended December 31, | |||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||
Allowance for credit losses | (in thousands) | ||||||||||||||
Allowance - loans, beginning balance | $ | 177,458 | $ | 247,056 | $ | 343,443 | $ | 208,365 | $ | 111,026 | |||||
Provision | 7,500 | 28,500 | 250,591 | 690,738 | 318,585 | ||||||||||
Charge-offs: | |||||||||||||||
Residential real estate | (5,203 | ) | (18,553 | ) | (37,347 | ) | (31,401 | ) | (6,187 | ) | |||||
Commercial real estate | |||||||||||||||
Investor CRE | (14,840 | ) | (25,779 | ) | (26,943 | ) | (25,947 | ) | 0 | ||||||
Multifamily | (1,138 | ) | (1,703 | ) | (18,039 | ) | (3,510 | ) | (30 | ) | |||||
Construction | (11,407 | ) | (45,896 | ) | (238,596 | ) | (420,539 | ) | (178,033 | ) | |||||
Total commercial real estate | (27,385 | ) | (73,378 | ) | (283,578 | ) | (449,996 | ) | (178,063 | ) | |||||
Commercial | |||||||||||||||
Owner occupied CRE | (14,078 | ) | (19,177 | ) | (22,482 | ) | (24,786 | ) | (9,238 | ) | |||||
C&I | (2,927 | ) | (9,192 | ) | (18,683 | ) | (45,085 | ) | (20,015 | ) | |||||
Total commercial | (17,005 | ) | (28,369 | ) | (41,165 | ) | (69,871 | ) | (29,253 | ) | |||||
Consumer | (9,144 | ) | (8,869 | ) | (14,765 | ) | (15,396 | ) | (9,821 | ) | |||||
Total charge-offs | (58,737 | ) | (129,169 | ) | (376,855 | ) | (566,664 | ) | (223,324 | ) | |||||
Recoveries | |||||||||||||||
Residential real estate | 1,075 | 1,419 | 2,131 | 306 | 66 | ||||||||||
Commercial real estate | |||||||||||||||
Investor CRE | 4,338 | 2,629 | 259 | 0 | 0 | ||||||||||
Multifamily | 611 | 1,853 | 189 | 5 | 0 | ||||||||||
Construction | 11,992 | 16,583 | 20,213 | 6,803 | 221 | ||||||||||
Total commercial real estate | 16,941 | 21,065 | 20,661 | 6,808 | 221 | ||||||||||
Commercial | |||||||||||||||
Owner occupied CRE | 3,926 | 1,523 | 1,052 | 348 | 69 | ||||||||||
C&I | 4,718 | 5,233 | 4,164 | 1,875 | 86 | ||||||||||
Total commercial | 8,644 | 6,756 | 5,216 | 2,223 | 155 | ||||||||||
Consumer | 1,464 | 1,831 | 1,869 | 1,667 | 1,636 | ||||||||||
Total recoveries | 28,124 | 31,071 | 29,877 | 11,004 | 2,078 | ||||||||||
Net charge-offs | (30,613 | ) | (98,098 | ) | (346,978 | ) | (555,660 | ) | (221,246 | ) | |||||
Allowance - loans, ending balance | 154,345 | 177,458 | 247,056 | 343,443 | 208,365 | ||||||||||
Allowance - unfunded commitments, beginning balance | 10,029 | 10,707 | 11,967 | 21,334 | 6,306 | ||||||||||
Provision | 2,500 | 1,500 | (360 | ) | (9,367 | ) | 15,012 | ||||||||
Charge-offs | (4,527 | ) | (2,178 | ) | (900 | ) | 0 | 16 | |||||||
Allowance - unfunded commitments, ending balance | 8,002 | 10,029 | 10,707 | 11,967 | 21,334 | ||||||||||
Total credit allowance | $ | 162,347 | $ | 187,487 | $ | 257,763 | $ | 355,410 | $ | 229,699 | |||||
Allowance on specific impaired loans | $ | 8,463 | $ | 16,305 | $ | 37,654 | $ | 27,129 | $ | 1,980 | |||||
Net charge-offs to average loans | 0.48 | % | 1.64 | % | 4.86 | % | 6.17 | % | 2.37 | % | |||||
Loan loss allowance to loans | 2.47 | % | 3.22 | % | 4.39 | % | 4.46 | % | 2.31 | % |
Principal Payments Contractually Due in Fiscal Years | ||||||||||||||||||||||||
Balance Outstanding at December 31, 2012 | 2013 | 2014-2017 | Thereafter | |||||||||||||||||||||
fixed | variable | fixed | variable | fixed | variable | fixed | variable | |||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Residential real estate | $ | 373,628 | $ | 433,094 | $ | 111,880 | $ | 19,594 | $ | 94,413 | $ | 46,906 | $ | 167,335 | $ | 366,594 | ||||||||
Commercial real estate: | ||||||||||||||||||||||||
Investor CRE | 379,214 | 840,633 | 108,896 | 122,894 | 190,998 | 312,031 | 79,320 | 405,708 | ||||||||||||||||
Multifamily | 74,321 | 1,505,968 | 12,286 | 47,853 | 20,934 | 177,026 | 41,101 | 1,281,089 | ||||||||||||||||
Construction | 22,749 | 51,916 | 20,991 | 47,903 | 696 | 1,589 | 1,062 | 2,424 | ||||||||||||||||
Total commercial real estate | 476,284 | 2,398,517 | 142,173 | 218,650 | 212,628 | 490,646 | 121,483 | 1,689,221 | ||||||||||||||||
Commercial: | ||||||||||||||||||||||||
Owner occupied CRE | 417,142 | 859,449 | 55,055 | 138,688 | 206,962 | 291,224 | 155,125 | 429,537 | ||||||||||||||||
C&I | 202,070 | 338,429 | 68,515 | 231,101 | 107,496 | 81,131 | 26,059 | 26,197 | ||||||||||||||||
Total commercial | 619,212 | 1,197,878 | 123,570 | 369,789 | 314,458 | 372,355 | 181,184 | 455,734 | ||||||||||||||||
Consumer | 389,207 | 365,414 | 62,617 | 11,366 | 183,352 | 64,774 | 143,238 | 289,274 | ||||||||||||||||
Total | $ | 1,858,331 | $ | 4,394,903 | $ | 440,240 | $ | 619,399 | $ | 804,851 | $ | 974,681 | $ | 613,240 | $ | 2,800,823 |
Years Ended December 31, | |||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
Loan originations: | (in thousands) | ||||||||||||||||||
Residential real estate: | |||||||||||||||||||
For sale | $ | 2,901,407 | $ | 2,009,654 | $ | 2,454,874 | $ | 2,284,240 | $ | 1,134,211 | |||||||||
Permanent | 228,048 | 89,240 | 107,679 | 763,140 | 330,462 | ||||||||||||||
Total residential real estate | 3,129,455 | 2,098,894 | 2,562,553 | 3,047,380 | 1,464,673 | ||||||||||||||
CRE: | |||||||||||||||||||
Investor CRE | 63,986 | 42,551 | 98,172 | 176,256 | 326,853 | ||||||||||||||
Multifamily | 813,495 | 720,192 | 29,369 | 82,696 | 170,975 | ||||||||||||||
Construction | 8,931 | 19,557 | 20,084 | 64,660 | 602,051 | ||||||||||||||
Total CRE | 886,412 | 782,300 | 147,625 | 323,612 | 1,099,879 | ||||||||||||||
Commercial: | |||||||||||||||||||
Owner occupied CRE | 158,411 | 158,347 | 50,428 | 131,919 | 265,594 | ||||||||||||||
C&I | 296,575 | 217,723 | 80,548 | 186,625 | 276,384 | ||||||||||||||
Total commercial | 454,986 | 376,070 | 130,976 | 318,544 | 541,978 | ||||||||||||||
Consumer | 255,459 | 138,203 | 87,817 | 291,602 | 516,940 | ||||||||||||||
Total loan originations | 4,726,312 | 3,395,467 | 2,928,971 | 3,981,138 | 3,623,470 | ||||||||||||||
Total portfolio loan originations (excludes residential real estate for sale) | 1,824,905 | 1,385,813 | 474,097 | 1,696,898 | 2,489,259 | ||||||||||||||
Loan purchases: | |||||||||||||||||||
Residential real estate | 76,736 | 13,417 | 0 | 0 | 0 | ||||||||||||||
CRE: | |||||||||||||||||||
Investor CRE | 2,345 | 48,584 | 0 | 0 | 0 | ||||||||||||||
Multifamily | 932 | 2,896 | 82,702 | 0 | 0 | ||||||||||||||
Total CRE | 3,277 | 51,480 | 82,702 | 0 | 0 | ||||||||||||||
Commercial owner occupied CRE | 5,038 | 74,716 | 0 | 0 | 0 | ||||||||||||||
Consumer | 71,620 | 0 | 0 | 0 | 0 | ||||||||||||||
Total loan purchases | 156,671 | 139,613 | 82,702 | 0 | 0 | ||||||||||||||
Total loan originations and purchases | $ | 4,882,983 | $ | 3,535,080 | $ | 3,011,673 | $ | 3,981,138 | $ | 3,623,470 |
December 31, | |||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
(in thousands) | |||||||||||||||||||
Residential real estate | $ | 26,915 | $ | 30,918 | $ | 104,467 | $ | 128,561 | $ | 34,333 | |||||||||
CRE: | |||||||||||||||||||
Investor CRE | 70,044 | 75,304 | 173,444 | 154,859 | 37,890 | ||||||||||||||
Multifamily | 8,964 | 15,995 | 43,331 | 44,258 | 16,741 | ||||||||||||||
Construction | 17,800 | 98,773 | 375,647 | 949,877 | 667,732 | ||||||||||||||
Total CRE | 96,808 | 190,072 | 592,422 | 1,148,994 | 722,363 | ||||||||||||||
Commercial: | |||||||||||||||||||
Owner occupied CRE | 58,119 | 94,660 | 149,567 | 202,804 | 68,728 | ||||||||||||||
C&I | 6,006 | 21,029 | 72,558 | 66,717 | 75,020 | ||||||||||||||
Total commercial | 64,125 | 115,689 | 222,125 | 269,521 | 143,748 | ||||||||||||||
Consumer | 8,942 | 7,157 | 18,868 | 11,996 | 4,556 | ||||||||||||||
Total classified loans | 196,790 | 343,836 | 937,882 | 1,559,072 | 905,000 | ||||||||||||||
OREO | 25,042 | 81,910 | 161,653 | 83,272 | 62,320 | ||||||||||||||
Total classified assets | $ | 221,832 | $ | 425,746 | $ | 1,099,535 | $ | 1,642,344 | $ | 967,320 | |||||||||
Classified loans/ total loans | 3.1 | % | 6.2 | % | 16.7 | % | 20.3 | % | 10.0 | % | |||||||||
Classified assets/ total assets | 2.4 | % | 4.6 | % | 11.6 | % | 15.1 | % | 7.6 | % |
December 31, | |||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
(in thousands) | |||||||||||||||||||
Past due 90 days or more and accruing | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||
Nonaccrual loans | 121,113 | 210,221 | 546,133 | 824,652 | 474,172 | ||||||||||||||
Restructured loans | 64,216 | 76,939 | 108,504 | 71,279 | 56,618 | ||||||||||||||
Total nonperforming loans | 185,329 | 287,160 | 654,637 | 895,931 | 530,790 | ||||||||||||||
OREO | 25,042 | 81,910 | 161,653 | 83,272 | 62,320 | ||||||||||||||
Total nonperforming assets | 210,371 | 369,070 | 816,290 | 979,203 | 593,110 | ||||||||||||||
Specific reserve - loans | (8,463 | ) | (16,305 | ) | (37,654 | ) | (27,129 | ) | (1,980 | ) | |||||||||
Net nonperforming assets | $ | 201,908 | $ | 352,765 | $ | 778,636 | $ | 952,074 | $ | 591,130 | |||||||||
Nonperforming assets to total assets | 2.28 | % | 4.01 | % | 8.60 | % | 9.00 | % | 4.64 | % | |||||||||
Nonperforming loans to loans | 2.96 | % | 5.20 | % | 11.64 | % | 11.65 | % | 5.89 | % | |||||||||
Loan loss allowance to nonperforming loans | 83 | % | 62 | % | 38 | % | 38 | % | 39 | % |
Years Ended December 31, | |||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||
Nonperforming loans: | (in thousands) | ||||||||||||||||||
Beginning Balance | $ | 287,160 | $ | 654,637 | $ | 895,931 | $ | 530,790 | $ | 124,140 | |||||||||
Additions | 146,941 | 211,710 | 825,047 | 1,322,100 | 723,130 | ||||||||||||||
Charge-offs | (30,613 | ) | (98,098 | ) | (346,978 | ) | (555,660 | ) | (221,246 | ) | |||||||||
Paydowns and sales | (159,827 | ) | (205,456 | ) | (352,655 | ) | (244,850 | ) | (14,334 | ) | |||||||||
Foreclosures | (33,499 | ) | (177,881 | ) | (265,115 | ) | (156,449 | ) | (80,900 | ) | |||||||||
Upgrade to accrual | (24,833 | ) | (97,752 | ) | (101,593 | ) | 0 | 0 | |||||||||||
Ending Balance | $ | 185,329 | $ | 287,160 | $ | 654,637 | $ | 895,931 | $ | 530,790 |
Years Ended December 31, | |||||||||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||
Amount | Number of Properties | Amount | Number of Properties | Amount | Number of Properties | Amount | Number of Properties | Amount | Number of Properties | ||||||||||||||||
OREO: | (Dollars in thousands) | ||||||||||||||||||||||||
Beginning Balance | $ | 81,910 | 143 | $ | 161,653 | 439 | $ | 83,272 | 203 | $ | 62,320 | 120 | $ | 11,075 | 14 | ||||||||||
Additions | 33,499 | 117 | 177,881 | 463 | 265,115 | 821 | 156,449 | 388 | 80,900 | 132 | |||||||||||||||
Valuation adjustments | (5,812 | ) | (22,209 | ) | (36,759 | ) | (31,021 | ) | (17,628 | ) | |||||||||||||||
Sales | (85,837 | ) | (214 | ) | (241,028 | ) | (759 | ) | (155,409 | ) | (585 | ) | (106,130 | ) | (305 | ) | (10,208 | ) | (26 | ) | |||||
Other changes | 1,282 | 5,613 | 5,434 | 1,654 | (1,819 | ) | |||||||||||||||||||
Ending Balance | $ | 25,042 | 46 | $ | 81,910 | 143 | $ | 161,653 | 439 | $ | 83,272 | 203 | $ | 62,320 | 120 |
December 31, | |||||||||||||||||||||||||
2012 | 2011 | 2010 | 2009 | 2008 | |||||||||||||||||||||
Amount | Number of Properties | Amount | Number of Properties | Amount | Number of Properties | Amount | Number of Properties | Amount | Number of Properties | ||||||||||||||||
OREO: | (Dollars in thousands) | ||||||||||||||||||||||||
Residential real estate | $ | 2,448 | 12 | $ | 5,301 | 50 | $ | 24,239 | 109 | $ | 14,360 | 59 | $ | 7,583 | 24 | ||||||||||
CRE: | |||||||||||||||||||||||||
Investor CRE | 1,636 | 4 | 14,685 | 19 | 15,710 | 16 | 6,464 | 13 | 465 | 2 | |||||||||||||||
Multifamily | 0 | 0 | 0 | 0 | 25 | 1 | 147 | 1 | 0 | 0 | |||||||||||||||
Construction | 17,304 | 9 | 52,829 | 48 | 98,022 | 252 | 44,964 | 92 | 48,613 | 82 | |||||||||||||||
Commercial: | |||||||||||||||||||||||||
Owner occupied CRE | 3,194 | 13 | 5,424 | 17 | 18,107 | 33 | 12,803 | 26 | 4,348 | 7 | |||||||||||||||
C&I | 0 | 0 | 2,196 | 2 | 2,278 | 6 | 2,725 | 5 | 0 | 0 | |||||||||||||||
Consumer | 460 | 8 | 1,475 | 7 | 3,272 | 22 | 1,809 | 7 | 1,311 | 5 | |||||||||||||||
Ending Balance | $ | 25,042 | 46 | $ | 81,910 | 143 | $ | 161,653 | 439 | $ | 83,272 | 203 | $ | 62,320 | 120 |
December 31, | ||||||||||||||||||||
2012 | 2011 | 2010 | ||||||||||||||||||
Amount | % | Amount | % | Amount | % | |||||||||||||||
(in thousands) | ||||||||||||||||||||
Noninterest bearing transaction | $ | 1,702,740 | 26 | % | $ | 1,211,628 | 19 | % | $ | 992,368 | 15 | % | ||||||||
Interest bearing transaction | 732,038 | 11 | % | 521,037 | 8 | % | 497,395 | 7 | % | |||||||||||
Savings and MMDA | 2,262,369 | 36 | % | 2,092,283 | 32 | % | 1,886,425 | 27 | % | |||||||||||
Time deposits | 1,738,970 | 27 | % | 2,660,870 | 41 | % | 3,534,819 | 51 | % | |||||||||||
Total deposits | $ | 6,436,117 | 100 | % | $ | 6,485,818 | 100 | % | $ | 6,911,007 | 100 | % |
December 31, 2012 | |||
(in thousands) | |||
Three months or less | $ | 165,107 | |
After three months through six months | 99,941 | ||
After six months through twelve months | 212,215 | ||
After twelve months | 402,083 | ||
$ | 879,346 |
December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
FHLB advances: | |||||||||||
Short-term | $ | 269,053 | $ | 300,000 | $ | 1,333 | |||||
Long-term | 336,277 | 105,609 | 405,878 | ||||||||
Securities sold under repurchase agreements and funds purchased: | |||||||||||
Short-term | 86,867 | 205,763 | 32,512 | ||||||||
Long-term | 500,000 | 850,000 | 1,000,000 | ||||||||
Junior subordinated debentures | 245,294 | 245,290 | 245,285 | ||||||||
Total borrowings | $ | 1,437,491 | $ | 1,706,662 | $ | 1,685,008 |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
Maximum amount outstanding at any month-end during the period: | |||||||||||
Short-term advances | $ | 269,053 | $ | 301,325 | $ | 600,160 | |||||
Short-term repurchase agreements and funds purchased | 265,595 | 205,763 | 35,231 | ||||||||
Average amount outstanding during the period: | |||||||||||
Short-term advances | 161,231 | 229,512 | 246,061 | ||||||||
Short-term repurchase agreements and funds purchased | $ | 209,521 | $ | 90,008 | $ | 27,738 | |||||
Average rate during the period: | |||||||||||
Short-term advances | 1.33 | % | 0.29 | % | 2.41 | % | |||||
Short-term repurchase agreements and funds purchased | 2.72 | % | 1.85 | % | 0.46 | % | |||||
Average rate as of the end of the period: | |||||||||||
Short-term advances | 0.96 | % | 0.28 | % | 5.97 | % | |||||
Short-term repurchase agreements and funds purchased | 1.18 | % | 3.08 | % | 0.33 | % |
December 31, 2012 | December 31, 2011 | ||||
Change in Interest Rate in Basis Points (Rate Shock) | % Change in NII | % Change in NII | |||
+300 | 2.0 | (4.6 | ) | ||
+200 | 1.8 | (2.3 | ) | ||
+100 | 1.0 | (0.7 | ) | ||
Static | 0.0 | 0.0 | |||
-100 | * | * |
December 31, 2012 | December 31, 2011 | ||||
Change in Interest Rate in Basis Points (Rate Shock) | % Change in EVE | % Change in EVE | |||
+300 | 29.9 | 6.2 | |||
+200 | 23.8 | 8.9 | |||
+100 | 13.7 | 7.0 | |||
Static | 0.0 | 0.0 | |||
-100 | * | * |
Payments Due by Period | |||||||||||||||||||||||
Total | Less than 1 year | 1 to 3 years | Over 3 to 5 years | More than 5 years | Indeterminate maturity | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Deposits (1) | $ | 6,436,117 | $ | 977,745 | $ | 446,246 | $ | 248,793 | $ | 66,186 | $ | 4,697,147 | |||||||||||
Borrowings (1) | 1,437,491 | 355,920 | 155,550 | 573,196 | 352,825 | 0 | |||||||||||||||||
Operating leases | 78,268 | 14,012 | 23,021 | 14,522 | 26,713 | 0 | |||||||||||||||||
Purchase obligations (2) | 34,202 | 10,099 | 19,285 | 4,818 | 0 | 0 | |||||||||||||||||
Other long-term liabilities (3) | 29,460 | 1,477 | 3,167 | 3,356 | 21,460 | 0 | |||||||||||||||||
Total | $ | 8,015,538 | $ | 1,359,253 | $ | 647,269 | $ | 844,685 | $ | 467,184 | $ | 4,697,147 |
STERLING FINANCIAL CORPORATION | |||
February 26, 2013 | /s/ J. Gregory Seibly | ||
J. Gregory Seibly | |||
President, Chief Executive Officer and Director |
February 26, 2013 | /s/ J. Gregory Seibly | |
J. Gregory Seibly | ||
President, Chief Executive Officer and Director | ||
February 26, 2013 | /s/ Patrick J. Rusnak | |
Patrick J. Rusnak | ||
Executive Vice President and Chief Financial Officer | ||
February 26, 2013 | /s/ Robert G. Butterfield | |
Robert G. Butterfield | ||
Senior Vice President, Controller, and Principal Accounting Officer | ||
February 26, 2013 | /s/ Leslie S. Biller | |
Leslie S. Biller | ||
Chairman of the Board | ||
February 26, 2013 | ||
Howard P. Behar | ||
Director | ||
February 26, 2013 | /s/ Ellen R.M. Boyer | |
Ellen R.M. Boyer | ||
Director | ||
February 26, 2013 | /s/ David A. Coulter | |
David A. Coulter | ||
Director | ||
February 26, 2013 | /s/ Robert C. Donegan | |
Robert C. Donegan | ||
Director | ||
February 26, 2013 | ||
C. Webb Edwards | ||
Director | ||
February 26, 2013 | /s/ William L. Eisenhart | |
William L. Eisenhart | ||
Director | ||
February 26, 2013 | /s/ Robert H. Hartheimer | |
Robert H. Hartheimer | ||
Director | ||
February 26, 2013 | /s/ Scott L. Jaeckel | |
Scott L. Jaeckel | ||
Director | ||
February 26, 2013 | /s/ Michael F. Reuling | |
Michael F. Reuling | ||
Director |
Exhibit No. | Exhibit Index | ||
3.1 | Restated Articles of Incorporation of Sterling. Filed as Exhibit 4.1 to Sterling's Amendment No. 1 to the Registration Statement on Form S-3 dated May 8, 2009 and incorporated by reference herein. | ||
3.2 | Articles of Amendment of Restated Articles of Incorporation of Sterling increasing the authorized shares of common stock. Filed as Exhibit 4.2 to Sterling's Amendment No. 1 to the Registration Statement on Form S-3 dated September 21, 2009 and incorporated by reference herein. | ||
3.3 | Articles of Amendment to Sterling's Restated Articles of Incorporation designating Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series C. Filed as Exhibit 3.1 to Sterling's Current Report on Form 8-K dated August 30, 2010 and incorporated by reference herein. | ||
3.4 | Articles of Amendment to Sterling's Restated Articles of Incorporation eliminating par value of Sterling Common Stock. Filed as Exhibit 3.2 to Sterling's Current Report on Form 8-K dated August 30, 2010 and incorporated by reference herein. | ||
3.5 | Articles of Amendment to Sterling's Restated Articles of Incorporation designating Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series B. Filed as Exhibit 3.3 to Sterling's Current Report on Form 8-K dated August 30, 2010 and incorporated by reference herein. | ||
3.6 | Articles of Amendment to Sterling's Restated Articles of Incorporation designating Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series D. Filed as Exhibit 3.4 to Sterling's Current Report on Form 8-K dated August 30, 2010 and incorporated by reference herein. | ||
3.7 | Articles of Amendment to Sterling's Restated Articles of Incorporation increasing the authorized shares of common stock. Filed as exhibit 3.7 to Sterling's Amendment No. 1 to the Registration Statement on Form S-1 dated November 3, 2010 and incorporated by reference herein. | ||
3.8 | Articles of Amendment to Sterling's Restated Articles of Incorporation reducing the authorized shares of common stock. Filed as Exhibit 3.1 to Sterling's Current Report on Form 8-K dated November 18, 2010 and incorporated by reference herein. | ||
3.9 | Articles of Amendment to Sterling's Restated Articles of Incorporation regarding certain transfer restrictions. Filed as Exhibit 3.9 to Sterling's Annual Report on Form 10-K for the year ended December 31, 2010 dated March 8, 2011 and incorporated by reference herein. | ||
3.10 | Amended and Restated Bylaws of Sterling. Filed as Exhibit 3.1 to Sterling's Current Report on Form 8-K dated April 25, 2011, and incorporated by referenced herein. | ||
4.1 | Reference is made to Exhibits 3.1 through 3.10. | ||
4.2 | Form of Common Stock Certificate. Filed as Exhibit 4.3 to Sterling's Registration Statement on Form S-3 dated July 20, 2009 and incorporated by reference herein. | ||
4.3 | Shareholder Rights Plan, dated as of April 14, 2010, between Sterling and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Form of Articles of Amendment to the Restated Articles of Incorporation of Sterling (Series E Participating Cumulative Preferred Stock) as Exhibit A, the Summary of Terms of the Rights Agreement as Exhibit B and the Form of Right Certificate as Exhibit C. Filed as Exhibit 4.1 to Sterling's Current Report on Form 8-K filed on April 15, 2010 and incorporated by reference herein. | ||
4.4 | First Amendment to Shareholder Rights Plan, dated as of December 8, 2010, between Sterling and American Stock Transfer & Trust Company, LLC, as Rights Agent. Filed as Exhibit 4.1 to Sterling's Current Report on Form 8-K filed on December 10, 2010 and incorporated by reference herein. | ||
4.5 | Form of Warrant to Purchase Shares of Sterling Common Stock, dated August 26, 2010 and issued to Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P. and THL Sterling Equity Investors, L.P. Filed as Exhibit 4.7 to Sterling's Registration Statement on Form S-1 dated September 24, 2010 and incorporated by reference herein. | ||
4.6 | Form of Warrant to Purchase Shares of Sterling Common Stock, dated August 26, 2010 and issued to Warburg Pincus Private Equity X, L.P. Filed as Exhibit 4.8 to Sterling's Registration Statement on Form S-1 dated September 24, 2010 and incorporated by reference herein. | ||
4.7 | Sterling has outstanding certain long-term debt. None of such debt exceeds ten percent of Sterling's total assets; therefore, copies of the constituent instruments defining the rights of the holders of such debt are not included as exhibits. Copies of instruments with respect to such long-term debt will be furnished to the Securities and Exchange Commission upon request. | ||
Exhibit No. | Exhibit Index | ||
10.1 | First Amendment to Second Amended and Restated Investment Agreement by and between Sterling and Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P. and THL Sterling Equity Investors, L.P. Filed as Exhibit 10.1 to Sterling's Current Report on Form 8-K dated August 20, 2010 and incorporated by reference herein. | ||
10.2 | First Amendment to the Investment Agreement by and between Sterling and Warburg Pincus Private Equity X, L.P. Filed as Exhibit 10.2 to Sterling's Current Report on Form 8-K dated August 20, 2010 and incorporated by reference herein. | ||
10.3 | Form of Subscription Agreement by and between Sterling and private placement investors. Filed as Exhibit 10.3 to Sterling's Current Report on Form 8-K dated August 20, 2010 and incorporated by reference herein. | ||
10.4 | Second Amended and Restated Investment Agreement, dated as of May 25, 2010, between Sterling and Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., and Thomas H. Lee Parallel (DT) Fund VI, L.P. Filed as Exhibit 10.1 to Sterling's Current Report on Form 8-K filed on May 27, 2010 and incorporated by reference herein. | ||
10.5 | Investment Agreement, dated as of May 25, 2010, between Sterling and Warburg Pincus Private Equity X, L.P. Filed as Exhibit 10.2 to Sterling's Current Report on Form 8-K filed on May 27, 2010 and incorporated by reference herein. | ||
10.6 | Amended and Restated Investment Agreement, dated as of May 25, 2010, between Sterling and Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., and Thomas H. Lee Parallel (DT) Fund VI, L.P. Filed as Exhibit 10.1 to Sterling's Current Report on Form 8-K filed on May 6, 2010 and incorporated by reference herein. | ||
10.7 | Investment Agreement, dated as of May 5, 2010, between Sterling and Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P. and Thomas H. Lee Parallel (DT) Fund VI, L.P. Filed as Exhibit 10.1 to Sterling's Quarterly Report on Form 10-Q for the period ended March 31, 2010, dated May 3, 2010, and incorporated by reference herein. | ||
10.8 | Reference is made to Exhibits 4.3 and 4.4. | ||
10.9 | Letter Agreement by and between Sterling and Leslie S. Biller, dated January 25, 2013. Filed as Exhibit 10.1 to Sterling's Current Report on Form 8-K dated January 25, 2013 and incorporated by reference herein. | ||
10.10 | Offer Letter by and between Sterling and Patrick J. Rusnak, dated January 21, 2011. Filed as Exhibit 10.1 to Sterling's Current Report on Form 8-K dated February 17, 2011 and incorporated by reference herein. | ||
10.11 | Offer Letter by and between Sterling and David S. DePillo, dated October 19, 2010. Filed as Exhibit 10.6 to Sterling's Quarterly Report on Form 10-Q dated November 5, 2010 and incorporated by reference herein. | ||
10.12 | Sterling Financial Corporation Change in Control Plan. Filed as Exhibit 10.1 to Sterling's Current Report on Form 8-K dated March 14, 2012, and incorporated by reference herein. | ||
10.13 | Form of Sterling Financial Corporation Change of Control Plan Participation Agreement, effective March 12, 2012. Filed as Exhibit 10.2 to Sterling's Current Report on Form 8-K dated March 14, 2012, and incorporated by reference herein. | ||
10.14 | Sterling Financial Corporation 2011 Employee Stock Purchase Plan. Filed as Exhibit 99.1 to Sterling's Registration Statement on Form S-8 dated July 8, 2011 and incorporated by reference herein. | ||
10.15 | Sterling Financial Corporation 2010 Long-Term Incentive Plan. Filed as Exhibit 99.1 to Sterling's Registration Statement on Form S-8 dated December 9, 2010 and incorporated by reference herein. | ||
10.16 | Sterling Financial Corporation 2007 Long-Term Incentive Plan. Filed as Exhibit 99.1 to Sterling's Registration Statement on Form S-8 dated July 30, 2007 and incorporated by reference herein. | ||
10.17 | Sterling Financial Corporation 2003 Long-Term Incentive Plan. Filed as Exhibit 10.10 to Sterling's Annual Report on Form 10-K for the year ended December 31, 2009, dated March 16, 2010, and incorporated by reference herein. | ||
10.18 | Sterling Financial Corporation 2001 Long-Term Incentive Plan. Filed as Exhibit 10.9 to Sterling's Annual Report on Form 10-K for the year ended December 31, 2009, dated March 16, 2010, and incorporated by reference herein. | ||
10.19 | Sterling Financial Corporation 1998 Long-Term Incentive Plan. Filed as Exhibit 10.7 to Sterling's Annual Report on Form 10-K for the year ended December 31, 2009, dated March 16, 2010, and incorporated by reference herein. | ||
10.20 | Sterling Savings Bank Deferred Compensation Plan, effective date April 1, 2006. Filed herewith. | ||
Exhibit No. | Exhibit Index | ||
10.21 | Sterling Financial Corporation Amended and Restated Deferred Compensation Plan, effective July 1, 1999. Filed as Exhibit 10.8 to Sterling's Annual Report on Form 10-K for the year ended December 31, 2009, dated March 16, 2010, and incorporated by reference herein. | ||
10.22 | Sterling Financial Corporation and Sterling Savings Bank Supplemental Executive Retirement Plan. Filed as Exhibit 10.12 to Sterling's Annual Report on Form 10-K for the year ended December 31, 2009, dated March 16, 2010, and incorporated by reference herein. | ||
21.1 | List of Subsidiaries of Sterling. | ||
23.1 | Consent of KPMG, LLP. | ||
23.2 | Consent of BDO USA, LLP. | ||
24.1 | Power of Attorney (included with signature page). | ||
31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. | ||
31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith. | ||
32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. | ||
32.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith. | ||
101.INS* | XBRL Instance Document. Furnished herewith. | ||
101.SCH* | XBRL Taxonomy Extension Schema. Furnished herewith. | ||
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase. Furnished herewith. | ||
101.LAB* | XBRL Taxonomy Extension Label Linkbase. Furnished herewith. | ||
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase. Furnished herewith. | ||
* | Pursuant to Rule 406T of Regulation S-T, these interactive data files are furnished and not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections. |
December 31, 2012 | December 31, 2011 | ||||||
ASSETS: | |||||||
Cash and cash equivalents: | |||||||
Interest bearing | $ | 173,962 | $ | 382,330 | |||
Noninterest bearing | 125,916 | 88,269 | |||||
Total cash and cash equivalents | 299,878 | 470,599 | |||||
Restricted cash | 31,672 | 20,629 | |||||
Investments and mortgage-backed securities (“MBS”): | |||||||
Available for sale | 1,513,157 | 2,547,876 | |||||
Held to maturity | 206 | 1,747 | |||||
Loans held for sale (at fair value: $465,983 and $223,638) | 465,983 | 273,957 | |||||
Loans receivable, net | 6,101,749 | 5,341,179 | |||||
Accrued interest receivable | 28,019 | 32,826 | |||||
Other real estate owned, net (“OREO”) | 25,042 | 81,910 | |||||
Properties and equipment, net | 93,850 | 84,015 | |||||
Bank-owned life insurance (“BOLI”) | 179,828 | 174,512 | |||||
Goodwill | 22,577 | 0 | |||||
Other intangible assets, net | 19,072 | 12,078 | |||||
Mortgage servicing rights, net | 32,420 | 23,102 | |||||
Deferred tax asset, net | 292,082 | 0 | |||||
Other assets, net | 131,375 | 128,807 | |||||
Total assets | $ | 9,236,910 | $ | 9,193,237 | |||
LIABILITIES: | |||||||
Deposits: | |||||||
Noninterest bearing | $ | 1,702,740 | $ | 1,211,628 | |||
Interest bearing | 4,733,377 | 5,274,190 | |||||
Total deposits | 6,436,117 | 6,485,818 | |||||
Advances from Federal Home Loan Bank (“FHLB”) | 605,330 | 405,609 | |||||
Securities sold under repurchase agreements | 586,867 | 1,055,763 | |||||
Junior subordinated debentures | 245,294 | 245,290 | |||||
Accrued interest payable | 4,229 | 22,575 | |||||
Accrued expenses and other liabilities | 141,150 | 99,625 | |||||
Total liabilities | 8,018,987 | 8,314,680 | |||||
SHAREHOLDERS’ EQUITY: | |||||||
Preferred stock, 10,000,000 shares authorized; no shares outstanding | 0 | 0 | |||||
Common stock, 151,515,151 shares authorized; 62,207,529 and 62,057,645 shares outstanding, respectively | 1,968,025 | 1,964,234 | |||||
Accumulated other comprehensive income | 60,712 | 61,115 | |||||
Accumulated deficit | (810,814 | ) | (1,146,792 | ) | |||
Total shareholders’ equity | 1,217,923 | 878,557 | |||||
Total liabilities and shareholders’ equity | $ | 9,236,910 | $ | 9,193,237 |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
Interest income: | |||||||||||
Loans | $ | 331,514 | $ | 322,435 | $ | 359,572 | |||||
MBS | 47,442 | 71,216 | 74,806 | ||||||||
Investments and cash equivalents | 10,244 | 10,641 | 10,755 | ||||||||
Total interest income | 389,200 | 404,292 | 445,133 | ||||||||
Interest expense: | |||||||||||
Deposits | 37,697 | 59,634 | 94,707 | ||||||||
Short-term borrowings | 7,364 | 1,882 | 6,517 | ||||||||
Long-term borrowings | 39,461 | 47,581 | 59,882 | ||||||||
Total interest expense | 84,522 | 109,097 | 161,106 | ||||||||
Net interest income | 304,678 | 295,195 | 284,027 | ||||||||
Provision for credit losses | 10,000 | 30,000 | 250,229 | ||||||||
Net interest income after provision for credit losses | 294,678 | 265,195 | 33,798 | ||||||||
Noninterest income: | |||||||||||
Fees and service charges | 55,773 | 50,073 | 54,740 | ||||||||
Mortgage banking operations | 96,909 | 52,376 | 62,564 | ||||||||
Loan servicing fees | 383 | (3,213 | ) | 3,762 | |||||||
BOLI | 8,625 | 6,448 | 7,307 | ||||||||
Gains on sales of securities | 23,835 | 16,236 | 25,745 | ||||||||
Other-than-temporary impairment credit losses on securities (1) | (6,819 | ) | 0 | 0 | |||||||
Charge on prepayment of debt | (35,342 | ) | 0 | (11,296 | ) | ||||||
Gains on other loan sales | 4,372 | 4,442 | (4,928 | ) | |||||||
Gains (losses) on assets | 6,515 | (85 | ) | (1,309 | ) | ||||||
Other | 2 | 51 | 380 | ||||||||
Total noninterest income | 154,253 | 126,328 | 136,965 | ||||||||
Noninterest expense | 355,253 | 352,390 | 395,045 | ||||||||
Income before income taxes | 93,678 | 39,133 | (224,282 | ) | |||||||
Income tax (provision) benefit | |||||||||||
Current | 163 | 275 | 113 | ||||||||
Deferred | 291,880 | (275 | ) | (113 | ) | ||||||
Income tax benefit | 292,043 | 0 | 0 | ||||||||
Net income (loss) | 385,721 | 39,133 | (224,282 | ) | |||||||
Preferred stock dividends and accretion | 0 | 0 | (11,598 | ) | |||||||
Other shareholder allocations | 0 | 0 | (520,263 | ) | |||||||
Net income (loss) available to common shareholders | $ | 385,721 | $ | 39,133 | $ | (756,143 | ) | ||||
Earnings per share - basic | $ | 6.21 | $ | 0.63 | $ | (53.05 | ) | ||||
Earnings per share - diluted | $ | 6.14 | $ | 0.63 | $ | (53.05 | ) | ||||
Dividends declared per share | $ | 0.80 | $ | 0.00 | $ | 0.00 | |||||
Weighted average shares outstanding - basic | 62,122,862 | 61,955,659 | 14,253,869 | ||||||||
Weighted average shares outstanding - diluted | 62,772,079 | 62,231,208 | 14,253,869 |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
Net income (loss) | $ | 385,721 | $ | 39,133 | $ | (224,282 | ) | ||||
Other comprehensive income (loss): | |||||||||||
Change in unrealized gains on investments and MBS available for sale | 16,119 | 86,140 | (6,541 | ) | |||||||
Realized net gains reclassified from other comprehensive income | (17,016 | ) | (18,462 | ) | (25,745 | ) | |||||
Less deferred income tax provision | 494 | (2,384 | ) | 11,823 | |||||||
Net other comprehensive income (loss) | (403 | ) | 65,294 | (20,463 | ) | ||||||
Comprehensive income (loss) | $ | 385,318 | $ | 104,427 | $ | (244,745 | ) |
Preferred Stock | Common Stock | Accumulated Other Comprehensive Income (Loss) | Retained Earnings (Deficit) | Total Shareholders' Equity | |||||||||||||||||||||
Shares | Shares | Amount | |||||||||||||||||||||||
Balance, January 1, 2010 | 303,000 | $ | 294,136 | 791,077 | $ | 962,874 | $ | 16,284 | $ | (950,045 | ) | $ | 323,249 | ||||||||||||
Accretion of preferred stock | 0 | 1,248 | 0 | 0 | 0 | (1,248 | ) | 0 | |||||||||||||||||
Shares issued in direct stock purchases | 0 | 0 | 360 | 18 | 0 | 0 | 18 | ||||||||||||||||||
Shares of Series B and D preferred stock and common stock issued | 7,300,000 | 604,592 | 4,424,242 | 75,074 | 0 | 0 | 679,666 | ||||||||||||||||||
Preferred stock beneficial conversion feature | 0 | (604,592 | ) | 0 | 604,592 | 0 | 0 | 0 | |||||||||||||||||
Shares issued from Series A preferred stock conversion into Series C preferred stock, and simultaneous conversion into common stock | (303,000 | ) | (295,384 | ) | 5,738,636 | 315,248 | 0 | 0 | 19,864 | ||||||||||||||||
Shares issued from Series B and D preferred stock conversion into common stock | (7,300,000 | ) | 0 | 50,878,788 | 0 | 0 | 0 | 0 | |||||||||||||||||
Change in unrealized gain or loss on investments and MBS available for sale, net of income tax | 0 | 0 | 0 | 0 | (20,463 | ) | 0 | (20,463 | ) | ||||||||||||||||
Preferred dividend | 0 | 0 | 0 | 0 | 0 | (10,350 | ) | (10,350 | ) | ||||||||||||||||
Equity based compensation and related tax amounts | 0 | 0 | 85,740 | 3,065 | 0 | 0 | 3,065 | ||||||||||||||||||
Fractional shares issued in stock split | 0 | 0 | 7,344 | 0 | 0 | 0 | 0 | ||||||||||||||||||
Net loss | 0 | 0 | 0 | 0 | 0 | (224,282 | ) | (224,282 | ) | ||||||||||||||||
Balance, December 31, 2010 | 0 | 0 | 61,926,187 | 1,960,871 | (4,179 | ) | (1,185,925 | ) | 770,767 | ||||||||||||||||
Change in unrealized gain or loss on investments and MBS available for sale | 0 | 0 | 0 | 0 | 65,294 | 0 | 65,294 | ||||||||||||||||||
Equity based compensation and related tax amounts | 0 | 0 | 131,458 | 3,363 | 0 | 0 | 3,363 | ||||||||||||||||||
Net income | 0 | 0 | 0 | 0 | 0 | 39,133 | 39,133 | ||||||||||||||||||
Balance, December 31, 2011 | 0 | 0 | 62,057,645 | 1,964,234 | 61,115 | (1,146,792 | ) | 878,557 | |||||||||||||||||
Change in unrealized gain or loss on investments and MBS available for sale | 0 | 0 | 0 | 0 | (403 | ) | 0 | (403 | ) | ||||||||||||||||
Equity based compensation and related tax amounts | 0 | 0 | 110,958 | 3,130 | 0 | 0 | 3,130 | ||||||||||||||||||
Employee stock purchase plan | 0 | 0 | 38,926 | 661 | 0 | 0 | 661 | ||||||||||||||||||
Cash dividends paid to common shareholders | 0 | 0 | 0 | 0 | 0 | (49,743 | ) | (49,743 | ) | ||||||||||||||||
Net income | 0 | 0 | 0 | 0 | 0 | 385,721 | 385,721 | ||||||||||||||||||
Balance, December 31, 2012 | 0 | $ | 0 | 62,207,529 | $ | 1,968,025 | $ | 60,712 | $ | (810,814 | ) | $ | 1,217,923 |
STERLING FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | $ | 385,721 | $ | 39,133 | $ | (224,282 | ) | ||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
Provision for credit losses | 10,000 | 30,000 | 250,229 | ||||||||
Net gain on sales of loans | (98,223 | ) | (61,097 | ) | (61,920 | ) | |||||
Net gain on sales of investments and MBS | (23,835 | ) | (16,236 | ) | (25,744 | ) | |||||
Net loss (gain) on mortgage servicing rights | 216 | 6,179 | (1,125 | ) | |||||||
Other-than-temporary impairment credit losses on securities | 6,819 | 0 | 0 | ||||||||
Stock based compensation | 3,130 | 3,363 | 3,181 | ||||||||
Loss on OREO | 247 | 16,628 | 26,664 | ||||||||
Charge on prepayment of debt | 35,342 | 0 | 11,296 | ||||||||
Increase in cash surrender value of BOLI | (8,401 | ) | (6,213 | ) | (7,307 | ) | |||||
Depreciation and amortization | 45,843 | 42,651 | 39,517 | ||||||||
Deferred income tax provision (benefit) | (291,880 | ) | 275 | 113 | |||||||
Change in: | |||||||||||
Accrued interest receivable | 8,337 | 1,261 | 9,782 | ||||||||
Prepaid expenses and other assets | (24,098 | ) | (1,342 | ) | 23,807 | ||||||
Accrued interest payable | (18,479 | ) | 5,316 | (4,986 | ) | ||||||
Accrued expenses and other liabilities | 29,548 | (9,003 | ) | 4,249 | |||||||
Proceeds from sales of loans originated for sale | 2,728,418 | 2,076,393 | 2,485,664 | ||||||||
Loans originated for sale | (2,915,204 | ) | (2,043,236 | ) | (2,455,895 | ) | |||||
Net cash (used in) provided by operating activities | (126,499 | ) | 84,072 | 73,243 | |||||||
Cash flows from investing activities: | |||||||||||
Change in restricted cash | (11,043 | ) | (4,948 | ) | (7,458 | ) | |||||
Net change in loans | (500,452 | ) | (285,736 | ) | 1,125,793 | ||||||
Proceeds from sales of loans | 139,356 | 91,456 | 324,328 | ||||||||
Purchase of investment securities | (3,734 | ) | (10,357 | ) | (33,179 | ) | |||||
Proceeds from maturities of investment securities | 20,588 | 2,012 | 5,500 | ||||||||
Proceeds from sale of investment securities | 199,966 | 30,987 | 17,534 | ||||||||
Purchase of MBS | (287,849 | ) | (760,519 | ) | (2,325,488 | ) | |||||
Principal payments received on MBS | 613,809 | 533,851 | 608,776 | ||||||||
Proceeds from sales of MBS | 679,208 | 555,353 | 1,039,143 | ||||||||
Proceeds from BOLI death benefits | 3,714 | 1,187 | 0 | ||||||||
Office properties and equipment, net | (9,853 | ) | (15,881 | ) | (3,034 | ) | |||||
Improvements and other changes to OREO | (1,282 | ) | (5,613 | ) | (5,434 | ) | |||||
Proceeds from sales of OREO | 91,402 | 246,609 | 165,504 | ||||||||
Net change in cash and cash equivalents from acquisitions | 121,098 | 0 | 0 | ||||||||
Net cash provided by investing activities | $ | 1,054,928 | $ | 378,401 | $ | 911,985 | |||||
STERLING FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS—cont. (in thousands) | |||||||||||
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
Cash flows from financing activities: | |||||||||||
Net change in deposits | $ | (745,620 | ) | $ | (425,189 | ) | $ | (864,183 | ) | ||
Advances from FHLB | 545,000 | 0 | 538,050 | ||||||||
Repayment of advances from FHLB | (345,210 | ) | (1,519 | ) | (1,478,995 | ) | |||||
Net change in short term repurchase agreements | (18,896 | ) | 23,251 | (16,634 | ) | ||||||
Payments under structured repurchase agreements | (485,342 | ) | 0 | 0 | |||||||
Proceeds from stock issuance, net | 661 | 0 | 683,334 | ||||||||
Cash dividend paid | (49,743 | ) | 0 | 0 | |||||||
Net cash used in financing activities | (1,099,150 | ) | (403,457 | ) | (1,138,428 | ) | |||||
Net change in cash and cash equivalents | (170,721 | ) | 59,016 | (153,200 | ) | ||||||
Cash and cash equivalents, beginning of period | 470,599 | 411,583 | 564,783 | ||||||||
Cash and cash equivalents, end of period | $ | 299,878 | $ | 470,599 | $ | 411,583 | |||||
Supplemental disclosures: | |||||||||||
Cash paid (received) during the period for: | |||||||||||
Interest | $ | 102,868 | $ | 103,781 | $ | 166,092 | |||||
Income taxes, net | 44 | (250 | ) | (49,342 | ) | ||||||
Noncash financing and investing activities: | |||||||||||
Foreclosed real estate acquired in settlement of loans | 33,499 | 177,881 | 265,115 | ||||||||
Preferred stock cash dividend accrued | 0 | 0 | 10,350 | ||||||||
Conversion of preferred stock into common stock | 0 | 0 | 295,384 | ||||||||
Conversion of preferred stock accrued dividend into common stock | 0 | 0 | 19,865 | ||||||||
Conversion of Treasury warrant | 0 | 0 | 3,669 |
• | Trading Securities. Debt or equity securities are classified as trading securities if acquired principally for the purpose of generating a profit from short-term fluctuations in price. As of December 31, 2012, Sterling did not hold any securities that it deems to be trading securities. |
• | Available for Sale. Debt and equity securities that are not classified as trading securities or held to maturity are classified as available for sale and are carried at fair value. |
• | Held to Maturity. These are investments that Sterling has the intent and ability to hold until maturity. |
February 29, 2012 | |||
(in thousands) | |||
Cash and cash equivalents | $ | 150,045 | |
Investments and MBS | 187,465 | ||
Loans receivable, net | 349,990 | ||
Goodwill | 22,577 | ||
Core deposit intangible | 11,974 | ||
Fixed assets | 4,038 | ||
Other assets | 10,886 | ||
Total assets acquired | $ | 736,975 | |
Deposits | $ | 695,919 | |
Other liabilities | 409 | ||
Total liabilities assumed | 696,328 | ||
Net assets acquired | $ | 40,647 |
First Independent (stand alone) | Pro Forma Combined | ||||||||||
Years Ended December 31, | |||||||||||
2012 | 2012 | 2011 | |||||||||
(in thousands, except per share data; unaudited) | |||||||||||
Net interest income | $ | 20,145 | $ | 311,159 | $ | 326,916 | |||||
Noninterest income | 4,757 | 155,258 | 135,828 | ||||||||
Net income | 10,817 | 389,935 | 49,469 | ||||||||
Earnings per share - basic | 0.17 | 6.28 | 0.80 | ||||||||
Earnings per share - diluted | $ | 0.17 | $ | 6.21 | $ | 0.79 |
February 29, 2012 | |||
(in thousands) | |||
Contractual cash flows | $ | 24,408 | |
Expected prepayments and credit losses | 7,220 | ||
Expected cash flows | 17,188 | ||
Present value of expected cash flows | 15,265 | ||
Accretable yield | $ | 1,923 |
Year Ended December 31, 2012 | ||||
(in thousands) | ||||
Beginning balance | $ | 0 | ||
Additions | 1,923 | |||
Accretion to interest income | (756 | ) | ||
Reclassifications | 165 | |||
Ending balance | $ | 1,332 |
Amount | |||
(in thousands) | |||
Years ended: | |||
December 31, 2013 | $ | 4,210 | |
December 31, 2014 | 2,796 | ||
December 31, 2015 | 1,724 | ||
December 31, 2016 | 1,031 | ||
December 31, 2017 | 679 |
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | ||||||||||||
(in thousands) | |||||||||||||||
December 31, 2012 | |||||||||||||||
Available for sale | |||||||||||||||
MBS | $ | 1,263,786 | $ | 45,052 | $ | 0 | $ | 1,308,838 | |||||||
Municipal bonds | 188,467 | 16,452 | (613 | ) | 204,306 | ||||||||||
Other | 5 | 8 | 0 | 13 | |||||||||||
Total | $ | 1,452,258 | $ | 61,512 | $ | (613 | ) | $ | 1,513,157 | ||||||
Held to maturity | |||||||||||||||
Tax credits | $ | 206 | $ | 0 | $ | 0 | $ | 206 | |||||||
Total | $ | 206 | $ | 0 | $ | 0 | $ | 206 | |||||||
December 31, 2011 | |||||||||||||||
Available for sale | |||||||||||||||
MBS | $ | 2,265,207 | $ | 55,760 | $ | (33 | ) | $ | 2,320,934 | ||||||
Municipal bonds | 195,512 | 13,338 | (1,394 | ) | 207,456 | ||||||||||
Other | 24,923 | 2 | (5,439 | ) | 19,486 | ||||||||||
Total | $ | 2,485,642 | $ | 69,100 | $ | (6,866 | ) | $ | 2,547,876 | ||||||
Held to maturity | |||||||||||||||
Tax credits | $ | 1,747 | $ | 0 | $ | 0 | $ | 1,747 | |||||||
Total | $ | 1,747 | $ | 0 | $ | 0 | $ | 1,747 |
Proceeds from Sales | Gross Realized Gains | Gross Realized Losses | |||||||||
(in thousands) | |||||||||||
Years Ended: | |||||||||||
December 31, 2012 | $ | 879,174 | $ | 24,024 | $ | 189 | |||||
December 31, 2011 | 586,340 | 18,771 | 2,535 | ||||||||
December 31, 2010 | 1,056,677 | 35,546 | 9,804 |
Less than 12 months | 12 months or longer | Total | |||||||||||||||||||||
Market Value | Unrealized Losses | Market Value | Unrealized Losses | Market Value | Unrealized Losses | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||
MBS | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
Municipal bonds | 0 | 0 | 12,921 | (613 | ) | 12,921 | (613 | ) | |||||||||||||||
Other | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Total | $ | 0 | $ | 0 | $ | 12,921 | $ | (613 | ) | $ | 12,921 | $ | (613 | ) | |||||||||
December 31, 2011 | |||||||||||||||||||||||
MBS | $ | 1,419 | $ | (12 | ) | $ | 24,726 | $ | (21 | ) | $ | 26,145 | $ | (33 | ) | ||||||||
Municipal bonds | 0 | 0 | 17,289 | (1,394 | ) | 17,289 | (1,394 | ) | |||||||||||||||
Other | 0 | 0 | 19,479 | (5,439 | ) | 19,479 | (5,439 | ) | |||||||||||||||
Total | $ | 1,419 | $ | (12 | ) | $ | 61,494 | $ | (6,854 | ) | $ | 62,913 | $ | (6,866 | ) |
Held to maturity | Available for sale | ||||||||||||||
Amortized Cost | Estimated Fair Value | Amortized Cost | Estimated Fair Value | ||||||||||||
(in thousands) | |||||||||||||||
Due within one year | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||
Due after one year through five years | 0 | 0 | 3,033 | 3,266 | |||||||||||
Due after five years through ten years | 0 | 0 | 70,704 | 73,979 | |||||||||||
Due after ten years | 206 | 206 | 1,378,521 | 1,435,912 | |||||||||||
Total | $ | 206 | $ | 206 | $ | 1,452,258 | $ | 1,513,157 |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
OTTI, beginning balance | $ | 0 | $ | 0 | $ | 0 | |||||
Additions | 6,819 | 0 | 0 | ||||||||
Realized | (6,819 | ) | 0 | 0 | |||||||
Ending Balance | $ | 0 | $ | 0 | $ | 0 |
December 31, 2012 | December 31, 2011 | ||||||
(in thousands) | |||||||
Residential real estate | $ | 806,722 | $ | 688,020 | |||
Commercial real estate ("CRE"): | |||||||
Investor CRE | 1,219,847 | 1,275,667 | |||||
Multifamily | 1,580,289 | 1,001,479 | |||||
Construction | 74,665 | 174,608 | |||||
Total CRE | 2,874,801 | 2,451,754 | |||||
Commercial: | |||||||
Owner occupied CRE | 1,276,591 | 1,272,461 | |||||
Commercial & Industrial ("C&I") | 540,499 | 431,693 | |||||
Total commercial | 1,817,090 | 1,704,154 | |||||
Consumer | 754,621 | 674,961 | |||||
Gross loans receivable | 6,253,234 | 5,518,889 | |||||
Deferred loan costs (fees), net | 2,860 | (252 | ) | ||||
Allowance for loan losses | (154,345 | ) | (177,458 | ) | |||
Net loans receivable | $ | 6,101,749 | $ | 5,341,179 |
Residential Real Estate | Commercial Real Estate | Commercial | Consumer | Unallocated | Total | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
December 31, 2012 | |||||||||||||||||||||||
Loans receivable, gross: | |||||||||||||||||||||||
Individually evaluated for impairment | $ | 9,134 | $ | 68,317 | $ | 48,312 | $ | 494 | $ | 0 | $ | 126,257 | |||||||||||
Collectively evaluated for impairment | 797,588 | 2,806,484 | 1,768,778 | 754,127 | 0 | 6,126,977 | |||||||||||||||||
Total loans receivable, gross | $ | 806,722 | $ | 2,874,801 | $ | 1,817,090 | $ | 754,621 | $ | 0 | $ | 6,253,234 | |||||||||||
Allowance for loan losses: | |||||||||||||||||||||||
Individually evaluated for impairment | $ | 365 | $ | 3,182 | $ | 4,916 | $ | 0 | $ | 0 | $ | 8,463 | |||||||||||
Collectively evaluated for impairment | 19,482 | 44,912 | 36,958 | 25,602 | 18,928 | 145,882 | |||||||||||||||||
Total allowance for loan losses | $ | 19,847 | $ | 48,094 | $ | 41,874 | $ | 25,602 | $ | 18,928 | $ | 154,345 | |||||||||||
December 31, 2011 | |||||||||||||||||||||||
Loans receivable, gross: | |||||||||||||||||||||||
Individually evaluated for impairment | $ | 18,301 | $ | 149,578 | $ | 74,041 | $ | 1,192 | $ | 0 | $ | 243,112 | |||||||||||
Collectively evaluated for impairment | 669,719 | 2,302,176 | 1,630,113 | 673,769 | 0 | 5,275,777 | |||||||||||||||||
Total loans receivable, gross | $ | 688,020 | $ | 2,451,754 | $ | 1,704,154 | $ | 674,961 | $ | 0 | $ | 5,518,889 | |||||||||||
Allowance for loan losses: | |||||||||||||||||||||||
Individually evaluated for impairment | $ | 872 | $ | 11,170 | $ | 4,206 | $ | 57 | $ | 0 | $ | 16,305 | |||||||||||
Collectively evaluated for impairment | 14,325 | 80,552 | 33,840 | 13,370 | 19,066 | 161,153 | |||||||||||||||||
Total allowance for loan losses | $ | 15,197 | $ | 91,722 | $ | 38,046 | $ | 13,427 | $ | 19,066 | $ | 177,458 |
Residential Real Estate | Commercial Real Estate | Commercial | Consumer | Unallocated | Total | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
2012 | |||||||||||||||||||||||
Allowance for loan losses: | |||||||||||||||||||||||
Beginning balance, January 1 | $ | 15,197 | $ | 91,722 | $ | 38,046 | $ | 13,427 | $ | 19,066 | $ | 177,458 | |||||||||||
Provisions | 8,778 | (33,184 | ) | 12,189 | 19,855 | (138 | ) | 7,500 | |||||||||||||||
Charge-offs | (5,203 | ) | (27,385 | ) | (17,005 | ) | (9,144 | ) | 0 | (58,737 | ) | ||||||||||||
Recoveries | 1,075 | 16,941 | 8,644 | 1,464 | 0 | 28,124 | |||||||||||||||||
Ending balance, December 31 | 19,847 | 48,094 | 41,874 | 25,602 | 18,928 | 154,345 | |||||||||||||||||
Reserve for unfunded credit commitments: | |||||||||||||||||||||||
Beginning balance, January 1 | 3,828 | 2,321 | 1,796 | 1,787 | 297 | 10,029 | |||||||||||||||||
Provisions | 2,929 | (1,916 | ) | 1,010 | 331 | 146 | 2,500 | ||||||||||||||||
Charge-offs | (4,527 | ) | 0 | 0 | 0 | 0 | (4,527 | ) | |||||||||||||||
Recoveries | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Ending balance, December 31 | 2,230 | 405 | 2,806 | 2,118 | 443 | 8,002 | |||||||||||||||||
Total credit allowance | $ | 22,077 | $ | 48,499 | $ | 44,680 | $ | 27,720 | $ | 19,371 | $ | 162,347 | |||||||||||
2011 | |||||||||||||||||||||||
Allowance for loan losses: | |||||||||||||||||||||||
Beginning balance, January 1 | $ | 17,307 | $ | 124,907 | $ | 56,951 | $ | 14,645 | $ | 33,246 | $ | 247,056 | |||||||||||
Provisions | 15,024 | 19,129 | 2,708 | 5,819 | (14,180 | ) | 28,500 | ||||||||||||||||
Charge-offs | (18,553 | ) | (73,379 | ) | (28,369 | ) | (8,868 | ) | 0 | (129,169 | ) | ||||||||||||
Recoveries | 1,419 | 21,065 | 6,756 | 1,831 | 0 | 31,071 | |||||||||||||||||
Ending balance, December 31 | 15,197 | 91,722 | 38,046 | 13,427 | 19,066 | 177,458 | |||||||||||||||||
Reserve for unfunded credit commitments: | |||||||||||||||||||||||
Beginning balance, January 1 | 3,189 | 4,157 | 1,515 | 817 | 1,029 | 10,707 | |||||||||||||||||
Provisions | 2,817 | (1,836 | ) | 281 | 970 | (732 | ) | 1,500 | |||||||||||||||
Charge-offs | (2,178 | ) | 0 | 0 | 0 | 0 | (2,178 | ) | |||||||||||||||
Recoveries | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Ending balance, December 31 | 3,828 | 2,321 | 1,796 | 1,787 | 297 | 10,029 | |||||||||||||||||
Total credit allowance | $ | 19,025 | $ | 94,043 | $ | 39,842 | $ | 15,214 | $ | 19,363 | $ | 187,487 | |||||||||||
Residential Real Estate | Commercial Real Estate | Commercial | Consumer | Unallocated | Total | ||||||||||||||||||
2010 | |||||||||||||||||||||||
Allowance for loan losses: | |||||||||||||||||||||||
Beginning balance, January 1 | $ | 28,319 | $ | 236,501 | $ | 59,136 | $ | 19,198 | $ | 289 | $ | 343,443 | |||||||||||
Provisions | 24,204 | 151,323 | 33,764 | 8,343 | 32,957 | 250,591 | |||||||||||||||||
Charge-offs | (37,347 | ) | (283,578 | ) | (41,165 | ) | (14,765 | ) | 0 | (376,855 | ) | ||||||||||||
Recoveries | 2,131 | 20,661 | 5,216 | 1,869 | 0 | 29,877 | |||||||||||||||||
Ending balance, December 31 | 17,307 | 124,907 | 56,951 | 14,645 | 33,246 | 247,056 | |||||||||||||||||
Reserve for unfunded credit commitments: | |||||||||||||||||||||||
Beginning balance, January 1 | 798 | 9,228 | 1,952 | 1,107 | (1,118 | ) | 11,967 | ||||||||||||||||
Provisions | 3,291 | (5,071 | ) | (437 | ) | (290 | ) | 2,147 | (360 | ) | |||||||||||||
Charge-offs | (900 | ) | 0 | 0 | 0 | 0 | (900 | ) | |||||||||||||||
Recoveries | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
Ending balance, December 31 | 3,189 | 4,157 | 1,515 | 817 | 1,029 | 10,707 | |||||||||||||||||
Total credit allowance | $ | 20,496 | $ | 129,064 | $ | 58,466 | $ | 15,462 | $ | 34,275 | $ | 257,763 |
Commercial Real Estate | Commercial | |||||||||||||||||||||||||||||||||
Residential Real Estate | Investor CRE | Multifamily | Construction | Owner Occupied CRE | Commercial & Industrial | Consumer | Total | % of Total | ||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
December 31, 2012 | ||||||||||||||||||||||||||||||||||
Pass | $ | 714,346 | $ | 599,660 | $ | 1,486,824 | $ | 10,946 | $ | 678,916 | $ | 349,674 | $ | 723,698 | $ | 4,564,064 | 73 | % | ||||||||||||||||
Marginal | 53,722 | 472,801 | 74,379 | 42,518 | 454,348 | 146,554 | 17,255 | 1,261,577 | 20 | % | ||||||||||||||||||||||||
Special mention | 11,739 | 77,342 | 10,122 | 3,401 | 85,228 | 38,874 | 4,864 | 231,570 | 4 | % | ||||||||||||||||||||||||
Substandard | 26,550 | 67,347 | 8,745 | 17,534 | 53,183 | 5,397 | 8,804 | 187,560 | 3 | % | ||||||||||||||||||||||||
Doubtful/Loss | 365 | 2,697 | 219 | 266 | 4,916 | 0 | 0 | 8,463 | 0 | % | ||||||||||||||||||||||||
Total | $ | 806,722 | $ | 1,219,847 | $ | 1,580,289 | $ | 74,665 | $ | 1,276,591 | $ | 540,499 | $ | 754,621 | $ | 6,253,234 | 100 | % | ||||||||||||||||
Restructured | $ | 22,968 | $ | 4,334 | $ | 4,094 | $ | 8,551 | $ | 23,152 | $ | 810 | $ | 307 | $ | 64,216 | 1 | % | ||||||||||||||||
Nonaccrual | 20,457 | 46,399 | 4,055 | 8,144 | 31,696 | 3,424 | 6,938 | 121,113 | 2 | % | ||||||||||||||||||||||||
Nonperforming | 43,425 | 50,733 | 8,149 | 16,695 | 54,848 | 4,234 | 7,245 | 185,329 | 3 | % | ||||||||||||||||||||||||
Performing | 763,297 | 1,169,114 | 1,572,140 | 57,970 | 1,221,743 | 536,265 | 747,376 | 6,067,905 | 97 | % | ||||||||||||||||||||||||
Total | $ | 806,722 | $ | 1,219,847 | $ | 1,580,289 | $ | 74,665 | $ | 1,276,591 | $ | 540,499 | $ | 754,621 | $ | 6,253,234 | 100 | % | ||||||||||||||||
December 31, 2011 | ||||||||||||||||||||||||||||||||||
Pass | $ | 643,071 | $ | 1,116,991 | $ | 975,583 | $ | 51,284 | $ | 1,123,796 | $ | 385,643 | $ | 663,829 | $ | 4,960,197 | 90 | % | ||||||||||||||||
Special mention | 14,031 | 83,372 | 9,901 | 24,578 | 54,009 | 25,334 | 4,166 | 215,391 | 4 | % | ||||||||||||||||||||||||
Substandard | 30,046 | 70,412 | 15,279 | 93,185 | 90,613 | 19,355 | 6,909 | 325,799 | 6 | % | ||||||||||||||||||||||||
Doubtful/Loss | 872 | 4,892 | 716 | 5,561 | 4,043 | 1,361 | 57 | 17,502 | 0 | % | ||||||||||||||||||||||||
Total | $ | 688,020 | $ | 1,275,667 | $ | 1,001,479 | $ | 174,608 | $ | 1,272,461 | $ | 431,693 | $ | 674,961 | $ | 5,518,889 | 100 | % | ||||||||||||||||
Restructured | $ | 17,638 | $ | 4,366 | $ | 0 | $ | 38,833 | $ | 13,519 | $ | 2,583 | $ | 0 | $ | 76,939 | 1 | % | ||||||||||||||||
Nonaccrual | 25,265 | 47,827 | 5,867 | 56,385 | 59,752 | 9,296 | 5,829 | 210,221 | 4 | % | ||||||||||||||||||||||||
Nonperforming | 42,903 | 52,193 | 5,867 | 95,218 | 73,271 | 11,879 | 5,829 | 287,160 | 5 | % | ||||||||||||||||||||||||
Performing | 645,117 | 1,223,474 | 995,612 | 79,390 | 1,199,190 | 419,814 | 669,132 | 5,231,729 | 95 | % | ||||||||||||||||||||||||
Total | $ | 688,020 | $ | 1,275,667 | $ | 1,001,479 | $ | 174,608 | $ | 1,272,461 | $ | 431,693 | $ | 674,961 | $ | 5,518,889 | 100 | % |
Commercial Real Estate | Commercial | |||||||||||||||||||||||||||||||||
Residential Real Estate | Investor CRE | Multifamily | Construction | Owner Occupied CRE | Commercial & Industrial | Consumer | Total | % of Total | ||||||||||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||||||||||||
December 31, 2012 | ||||||||||||||||||||||||||||||||||
30 - 59 days past due | $ | 5,800 | $ | 10,565 | $ | 707 | $ | 611 | $ | 10,543 | $ | 2,690 | $ | 4,028 | $ | 34,944 | 1 | % | ||||||||||||||||
60 - 89 days past due | 1,576 | 1,042 | 479 | 0 | 3,300 | 376 | 1,796 | 8,569 | 0 | % | ||||||||||||||||||||||||
> 90 days past due | 20,507 | 34,196 | 3,436 | 8,243 | 20,883 | 1,954 | 4,717 | 93,936 | 2 | % | ||||||||||||||||||||||||
Total past due | 27,883 | 45,803 | 4,622 | 8,854 | 34,726 | 5,020 | 10,541 | 137,449 | 3 | % | ||||||||||||||||||||||||
Current | 778,839 | 1,174,044 | 1,575,667 | 65,811 | 1,241,865 | 535,479 | 744,080 | 6,115,785 | 97 | % | ||||||||||||||||||||||||
Total Loans | $ | 806,722 | $ | 1,219,847 | $ | 1,580,289 | $ | 74,665 | $ | 1,276,591 | $ | 540,499 | $ | 754,621 | $ | 6,253,234 | 100 | % | ||||||||||||||||
> 90 days and accruing | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | 0 | % | ||||||||||||||||
December 31, 2011 | ||||||||||||||||||||||||||||||||||
30 - 59 days past due | $ | 5,718 | $ | 3,354 | $ | 1,523 | $ | 11,830 | $ | 19,967 | $ | 1,741 | $ | 4,167 | $ | 48,300 | 1 | % | ||||||||||||||||
60 - 89 days past due | 4,585 | 3,954 | 193 | 879 | 4,233 | 520 | 2,258 | 16,622 | 0 | % | ||||||||||||||||||||||||
> 90 days past due | 20,207 | 33,759 | 3,178 | 68,024 | 40,987 | 7,871 | 5,054 | 179,080 | 3 | % | ||||||||||||||||||||||||
Total past due | 30,510 | 41,067 | 4,894 | 80,733 | 65,187 | 10,132 | 11,479 | 244,002 | 4 | % | ||||||||||||||||||||||||
Current | 657,510 | 1,234,600 | 996,585 | 93,875 | 1,207,274 | 421,561 | 663,482 | 5,274,887 | 96 | % | ||||||||||||||||||||||||
Total Loans | $ | 688,020 | $ | 1,275,667 | $ | 1,001,479 | $ | 174,608 | $ | 1,272,461 | $ | 431,693 | $ | 674,961 | $ | 5,518,889 | 100 | % | ||||||||||||||||
> 90 days and accruing | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | 0 | % |
Book Balance | |||||||||||||||||||
Unpaid Principal Balance | Charge-Offs | Without Specific Reserve | With Specific Reserve | Specific Reserve | |||||||||||||||
(in thousands) | |||||||||||||||||||
December 31, 2012 | |||||||||||||||||||
Residential real estate | $ | 49,816 | $ | 6,391 | $ | 43,060 | $ | 365 | $ | 365 | |||||||||
CRE: | |||||||||||||||||||
Investor CRE | 59,099 | 8,366 | 33,540 | 17,193 | 2,697 | ||||||||||||||
Multifamily | 9,554 | 1,405 | 6,873 | 1,276 | 219 | ||||||||||||||
Construction | 31,040 | 14,345 | 15,421 | 1,274 | 266 | ||||||||||||||
Total CRE | 99,693 | 24,116 | 55,834 | 19,743 | 3,182 | ||||||||||||||
Commercial: | |||||||||||||||||||
Owner Occupied CRE | 61,300 | 6,452 | 42,075 | 12,773 | 4,916 | ||||||||||||||
C&I | 16,959 | 12,725 | 4,234 | 0 | 0 | ||||||||||||||
Total commercial | 78,259 | 19,177 | 46,309 | 12,773 | 4,916 | ||||||||||||||
Consumer | 7,671 | 426 | 7,245 | 0 | 0 | ||||||||||||||
Total | $ | 235,439 | $ | 50,110 | $ | 152,448 | $ | 32,881 | $ | 8,463 | |||||||||
Book Balance | |||||||||||||||||||
Unpaid Principal Balance | Charge-Offs | Without Specific Reserve | With Specific Reserve | Specific Reserve | |||||||||||||||
(in thousands) | |||||||||||||||||||
December 31, 2011 | |||||||||||||||||||
Residential real estate | $ | 52,023 | $ | 9,120 | $ | 38,519 | $ | 4,384 | $ | 872 | |||||||||
CRE: | |||||||||||||||||||
Investor CRE | 70,517 | 18,324 | 31,503 | 20,690 | 4,892 | ||||||||||||||
Multifamily | 6,185 | 318 | 4,496 | 1,371 | 716 | ||||||||||||||
Construction | 133,588 | 38,370 | 43,281 | 51,937 | 5,562 | ||||||||||||||
Total CRE | 210,290 | 57,012 | 79,280 | 73,998 | 11,170 | ||||||||||||||
Commercial: | |||||||||||||||||||
Owner Occupied CRE | 89,604 | 16,333 | 48,194 | 25,077 | 4,043 | ||||||||||||||
C&I | 25,497 | 13,618 | 11,207 | 672 | 163 | ||||||||||||||
Total commercial | 115,101 | 29,951 | 59,401 | 25,749 | 4,206 | ||||||||||||||
Consumer | 6,613 | 784 | 5,246 | 583 | 57 | ||||||||||||||
Total | $ | 384,027 | $ | 96,867 | $ | 182,446 | $ | 104,714 | $ | 16,305 |
Years Ended December 31, | |||||||||||||||
2012 | 2011 | ||||||||||||||
Average Book Balance | Interest Income Recognized | Average Book Balance | Interest Income Recognized | ||||||||||||
(in thousands) | |||||||||||||||
Residential real estate | $ | 43,164 | $ | 819 | $ | 67,157 | $ | 992 | |||||||
Investor CRE | 51,463 | 1,595 | 79,139 | 2,245 | |||||||||||
Multifamily | 7,007 | 441 | 14,704 | 804 | |||||||||||
Construction | 55,956 | 1,708 | 215,436 | 1,401 | |||||||||||
Owner Occupied CRE | 64,060 | 2,553 | 75,553 | 2,757 | |||||||||||
C&I | 8,057 | 105 | 12,009 | 460 | |||||||||||
Consumer | 6,537 | 8 | 6,901 | 0 | |||||||||||
Total | $ | 236,244 | $ | 7,229 | $ | 470,899 | $ | 8,659 |
Years Ended December 31, | |||||||||||||||||||||
2012 | 2011 | ||||||||||||||||||||
Number of Contracts | Pre-Modification Recorded Investment | Post-Modification Recorded Investment | Number of Contracts | Pre-Modification Recorded Investment | Post-Modification Recorded Investment | ||||||||||||||||
(in thousands, except number of contracts) | |||||||||||||||||||||
Residential real estate | 29 | $ | 5,887 | $ | 5,835 | 1 | $ | 1,372 | $ | 1,372 | |||||||||||
Investor CRE | 1 | 1,302 | 1,302 | 8 | 3,271 | 3,282 | |||||||||||||||
Multifamily | 3 | 2,955 | 2,945 | 0 | 0 | 0 | |||||||||||||||
Construction | 4 | 10,062 | 9,194 | 3 | 23,701 | 24,348 | |||||||||||||||
Owner Occupied CRE | 11 | 16,186 | 15,921 | 6 | 14,411 | 14,502 | |||||||||||||||
C&I | 9 | 3,482 | 2,206 | 6 | 4,384 | 3,944 | |||||||||||||||
Consumer | 3 | 468 | 472 | 0 | 0 | 0 | |||||||||||||||
Total (1) | 60 | $ | 40,342 | $ | 37,875 | 24 | $ | 47,139 | $ | 47,448 |
Principal Deferral | Rate Reduction | Extension of Terms | Forgiveness of Principal and/or Interest | Total | |||||||||||||||
(in thousands) | |||||||||||||||||||
Year Ended December 31, 2012 | |||||||||||||||||||
Residential Real Estate | $ | 407 | $ | 5,428 | $ | 0 | $ | 0 | $ | 5,835 | |||||||||
Investor CRE | 0 | 1,302 | 0 | 0 | 1,302 | ||||||||||||||
Multifamily | 571 | 2,374 | 0 | 0 | 2,945 | ||||||||||||||
Construction | 0 | 3,261 | 5,933 | 0 | 9,194 | ||||||||||||||
Owner CRE | 6,219 | 9,393 | 0 | 309 | 15,921 | ||||||||||||||
C&I | 0 | 1,317 | 183 | 706 | 2,206 | ||||||||||||||
Consumer | 0 | 173 | 299 | 0 | 472 | ||||||||||||||
$ | 7,197 | $ | 23,248 | $ | 6,415 | $ | 1,015 | $ | 37,875 | ||||||||||
Year Ended December 31, 2011 | |||||||||||||||||||
Residential Real Estate | $ | 0 | $ | 1,372 | $ | 0 | $ | 0 | $ | 1,372 | |||||||||
Investor CRE | 0 | 1,856 | 1,426 | 0 | 3,282 | ||||||||||||||
Multifamily | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
Construction | 2,816 | 2,302 | 0 | 19,230 | 24,348 | ||||||||||||||
Owner CRE | 10,159 | 0 | 0 | 4,343 | 14,502 | ||||||||||||||
C&I | 576 | 3,368 | 0 | 0 | 3,944 | ||||||||||||||
Consumer | 0 | 0 | 0 | 0 | 0 | ||||||||||||||
$ | 13,551 | $ | 8,898 | $ | 1,426 | $ | 23,573 | $ | 47,448 |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
OREO, gross: | |||||||||||
Beginning balance, January 1 | $ | 98,187 | $ | 183,452 | $ | 91,476 | |||||
Additions | 33,499 | 177,881 | 265,115 | ||||||||
Sales | (85,837 | ) | (241,028 | ) | (155,409 | ) | |||||
Charge-offs | (18,534 | ) | (27,731 | ) | (23,164 | ) | |||||
Other changes | 1,282 | 5,613 | 5,434 | ||||||||
Ending balance, December 31 | $ | 28,597 | $ | 98,187 | $ | 183,452 | |||||
Allowance, OREO: | |||||||||||
Beginning balance, January 1 | $ | 16,277 | $ | 21,799 | $ | 8,204 | |||||
Provision | 5,812 | 22,209 | 36,759 | ||||||||
Charge-offs | (18,534 | ) | (27,731 | ) | (23,164 | ) | |||||
Ending balance, December 31 | $ | 3,555 | $ | 16,277 | $ | 21,799 | |||||
OREO, net | $ | 25,042 | $ | 81,910 | $ | 161,653 |
2012 | 2011 | ||||||
(in thousands) | |||||||
Mortgage servicing rights, gross: | |||||||
Beginning balance, January 1 | $ | 30,409 | $ | 21,720 | |||
Originated servicing | 19,727 | 14,330 | |||||
Amortization | (10,180 | ) | (5,641 | ) | |||
Ending balance, December 31 | 39,956 | 30,409 | |||||
Allowance, mortgage servicing rights: | |||||||
Beginning balance, January 1 | $ | 7,307 | $ | 1,116 | |||
Additions | 3,560 | 6,981 | |||||
Recoveries | (3,331 | ) | (790 | ) | |||
Ending balance, December 31 | 7,536 | 7,307 | |||||
Mortgage servicing rights, net | $ | 32,420 | $ | 23,102 |
December 31, | |||||||
2012 | 2011 | ||||||
(in thousands) | |||||||
Balance of loans serviced for others | |||||||
Residential | $ | 4,132,570 | $ | 2,915,817 | |||
Commercial real estate | 983,782 | 1,276,742 | |||||
Commercial | 132,903 | 116,724 | |||||
Total | $ | 5,249,255 | $ | 4,309,283 |
December 31, | |||||
2012 | 2011 | ||||
Key assumptions | |||||
Weighted average prepayment speed | 18.3 | % | 19.4 | % | |
Weighted average discount rate | 10.1 | % | 10.2 | % |
December 31, | Estimated | ||||||||
2012 | 2011 | Useful Life | |||||||
(in thousands) | |||||||||
Buildings and improvements | $ | 68,129 | $ | 64,002 | 20-40 years | ||||
Furniture, fixtures, equipment and computer software | 85,481 | 88,516 | 3-10 years | ||||||
Leasehold improvements | 17,893 | 19,267 | 5-20 years | ||||||
171,503 | 171,785 | ||||||||
Less accumulated depreciation and amortization | (91,651) | (99,241) | |||||||
79,852 | 72,544 | ||||||||
Land | 13,998 | 11,471 | |||||||
Total property and equipment, net | $ | 93,850 | $ | 84,015 |
8. | Goodwill and Other Intangible Assets: |
Amount | |||
Beginning balance, January 1, 2012 | $ | 0 | |
Acquired | 22,577 | ||
Ending Balance, December 31, 2012 | $ | 22,577 |
Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||
(in thousands) | |||||||||||
December 31, 2012 | |||||||||||
Core deposit intangibles | $ | 55,420 | $ | 38,029 | $ | 17,391 | |||||
Other | 1,800 | 119 | 1,681 | ||||||||
December 31, 2011 | |||||||||||
Core deposit intangibles | 43,446 | 31,368 | 12,078 | ||||||||
Other | 0 | 0 | 0 |
Amount | |||
(in thousands) | |||
Years ended: | |||
December 31, 2013 | $ | 6,430 | |
December 31, 2014 | 3,339 | ||
December 31, 2015 | 2,361 | ||
December 31, 2016 | 1,271 | ||
December 31, 2017 | 1,178 |
December 31, | |||||||||||||
2012 | 2011 | ||||||||||||
Amount | % | Amount | % | ||||||||||
(in thousands) | |||||||||||||
Noninterest bearing transaction | $ | 1,702,740 | 26 | % | $ | 1,211,628 | 19 | % | |||||
Interest bearing transaction | 732,038 | 11 | % | 521,037 | 8 | % | |||||||
Savings and MMDA | 2,262,369 | 36 | % | 2,092,283 | 32 | % | |||||||
Time deposits | 1,738,970 | 27 | % | 2,660,870 | 41 | % | |||||||
Total deposits | $ | 6,436,117 | 100 | % | $ | 6,485,818 | 100 | % |
December 31, 2012 | |||
(in thousands) | |||
Due within 1 year | $ | 977,745 | |
Due in 1 to 2 years | 326,849 | ||
Due in 2 to 3 years | 119,397 | ||
Due in 3 to 4 years | 219,706 | ||
Due in 4 to 5 years | 29,087 | ||
Due after 5 years | 66,186 | ||
$ | 1,738,970 |
December 31, 2012 | |||
(in thousands) | |||
Three months or less | $ | 165,107 | |
After three months through six months | 99,941 | ||
After six months through twelve months | 212,215 | ||
After twelve months | 402,083 | ||
$ | 879,346 |
December 31, 2012 | December 31, 2011 | ||||||||||||
Amount | Weighted Average Interest Rate | Amount | Weighted Average Interest Rate | ||||||||||
(in thousands) | |||||||||||||
Due within 1 year | $ | 269,053 | 0.96 | % | $ | 300,000 | 0.28 | % | |||||
Due in 1 to 2 years | 55,000 | 0.72 | 69,164 | 2.95 | |||||||||
Due in 2 to 3 years | 50,550 | 0.64 | 5,000 | 3.12 | |||||||||
Due in 3 to 4 years | 50,196 | 0.68 | 550 | 2.84 | |||||||||
Due in 4 to 5 years | 123,000 | 1.45 | 245 | 8.08 | |||||||||
Due after 5 years | 57,531 | 1.90 | 30,650 | 4.34 | |||||||||
$ | 605,330 | 1.08 | % | $ | 405,609 | 1.09 | % |
December 31, 2012 | December 31, 2011 | ||||||||||||
Amount | Weighted Average Interest Rate | Amount | Weighted Average Interest Rate | ||||||||||
(in thousands) | |||||||||||||
Due within 1 yr | $ | 86,867 | 1.20 | % | $ | 205,763 | 3.08 | % | |||||
Due within 2 yrs | 0 | 0.00 | 100,000 | 3.00 | |||||||||
Due within 3 yrs | 50,000 | 2.47 | 0 | 0.00 | |||||||||
Due within 4 yrs | 0 | 0.00 | 150,000 | 3.76 | |||||||||
Due within 5 yrs | 400,000 | 4.08 | 100,000 | 3.97 | |||||||||
Thereafter | 50,000 | 2.62 | 500,000 | 3.90 | |||||||||
$ | 586,867 | 3.18 | % | $ | 1,055,763 | 3.64 | % |
December 31, 2012 | ||||||||||||
Subsidiary Issuer | Issue Date | Maturity Date | Next Interest Payment Date | Rate | Amount | |||||||
(in thousands) | ||||||||||||
Sterling Capital Trust IX | July 2007 | Oct 2037 | Jan 2013 | 1.76% | $ | 46,392 | ||||||
Sterling Capital Trust VIII | Sept 2006 | Dec 2036 | Mar 2013 | 1.94 | 51,547 | |||||||
Sterling Capital Trust VII | June 2006 | June 2036 | Mar 2013 | 1.83 | 56,702 | |||||||
Lynnwood Financial Statutory Trust II | June 2005 | June 2035 | Mar 2013 | 2.11 | 10,310 | |||||||
Sterling Capital Trust VI | June 2003 | Sept 2033 | Mar 2013 | 3.51 | 10,310 | |||||||
Sterling Capital Statutory Trust V | May 2003 | June 2033 | Mar 2013 | 3.56 | 20,619 | |||||||
Sterling Capital Trust IV | May 2003 | May 2033 | Feb 2013 | 3.46 | 10,310 | |||||||
Sterling Capital Trust III | April 2003 | April 2033 | Jan 2013 | 3.56 | 14,433 | |||||||
Lynnwood Financial Statutory Trust I | Mar 2003 | Mar 2033 | Mar 2013 | 3.46 | 9,437 | |||||||
Klamath First Capital Trust I | July 2001 | July 2031 | Jan 2013 | 4.48 | 15,234 | |||||||
2.47% | * | $ | 245,294 | |||||||||
* Weighted average rate. |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands, except shares and per share amounts) | |||||||||||
Numerator: | |||||||||||
Net income | $ | 385,721 | $ | 39,133 | $ | (756,143 | ) | ||||
Denominator: | |||||||||||
Weighted average shares outstanding - basic | 62,122,862 | 61,955,659 | 14,253,869 | ||||||||
Dilutive securities outstanding | 649,217 | 275,549 | 0 | ||||||||
Weighted average shares outstanding - diluted | 62,772,079 | 62,231,208 | 14,253,869 | ||||||||
Earnings per share - basic | $ | 6.21 | $ | 0.63 | $ | (53.05 | ) | ||||
Earnings per share - diluted | $ | 6.14 | $ | 0.63 | $ | (53.05 | ) | ||||
Antidilutive securities outstanding (weighted average): | |||||||||||
Stock options | 13,792 | 16,511 | 20,700 | ||||||||
Warrants | 0 | 0 | 954,754 | ||||||||
Restricted shares | 230 | 4,728 | 20,754 | ||||||||
Total antidilutive securities outstanding | 14,022 | 21,239 | 996,208 |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
Employee compensation and benefits | $ | 189,025 | $ | 171,643 | $ | 168,793 | |||||
OREO operations | 11,829 | 41,500 | 62,578 | ||||||||
Occupancy and equipment | 42,930 | 39,878 | 39,643 | ||||||||
Data processing | 27,091 | 24,171 | 23,116 | ||||||||
FDIC insurance | 7,493 | 14,328 | 32,088 | ||||||||
Professional fees | 16,691 | 13,902 | 22,394 | ||||||||
Depreciation | 11,690 | 12,184 | 13,391 | ||||||||
Advertising | 12,688 | 10,017 | 11,536 | ||||||||
Travel and entertainment | 5,756 | 5,420 | 3,975 | ||||||||
Merger and acquisition | 11,976 | 1,012 | 358 | ||||||||
Amortization of other intangible assets | 6,780 | 4,851 | 4,898 | ||||||||
Other | 11,304 | 13,484 | 12,275 | ||||||||
Total noninterest expense | $ | 355,253 | $ | 352,390 | $ | 395,045 |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
Current income taxes: | |||||||||||
Federal | $ | (163 | ) | $ | (248 | ) | $ | (102 | ) | ||
State | 0 | (27 | ) | (11 | ) | ||||||
Total current income taxes | (163 | ) | (275 | ) | (113 | ) | |||||
Deferred income taxes: | |||||||||||
Federal | (269,968 | ) | 248 | 102 | |||||||
State | (21,912 | ) | 27 | 11 | |||||||
Total deferred income taxes | (291,880 | ) | 275 | 113 | |||||||
Total income tax (benefit) expense | $ | (292,043 | ) | $ | 0 | $ | 0 |
December 31, | |||||||
2012 | 2011 | ||||||
(in thousands) | |||||||
Deferred tax assets: | |||||||
NOL carryforwards - federal | $ | 242,318 | $ | 250,946 | |||
NOL carryforwards - state | 21,443 | 22,110 | |||||
Tax credits - federal | 7,671 | 7,587 | |||||
Tax credits - state | 2,594 | 4,167 | |||||
Allowance for losses on loans | 61,385 | 75,393 | |||||
Deferred compensation | 10,760 | 12,485 | |||||
Bonus accrual | 4,670 | 2,138 | |||||
Intangibles | 2,284 | 6 | |||||
Purchase accounting premiums and discounts | 2,087 | 3,877 | |||||
Nonaccrual loans | 1,931 | 2,167 | |||||
Deferred rent | 1,119 | 1,063 | |||||
Other | 3,394 | 3,044 | |||||
Total deferred tax assets | 361,656 | 384,983 | |||||
Deferred tax liabilities: | |||||||
Unrealized gains on available-for-sale securities | 22,627 | 22,670 | |||||
FHLB Seattle dividends | 16,325 | 16,486 | |||||
Mortgage servicing rights | 11,869 | 8,169 | |||||
Fair value - loans held for sale | 8,966 | 3,093 | |||||
Deferred loan fees | 5,867 | 5,162 | |||||
Prepaid expenses | 2,151 | 1,945 | |||||
ASC 740 (FIN 48) - temporary differences | 5 | 9 | |||||
Total deferred tax liabilities | 67,810 | 57,534 | |||||
Valuation allowance | (1,764 | ) | (327,449 | ) | |||
Net deferred tax asset | $ | 292,082 | $ | 0 |
Years Ended December 31, | ||||||||
2012 | 2011 | 2010 | ||||||
Income tax provision at the federal statutory rate | 35.0 | % | 35.0 | % | 35.0 | % | ||
Tax effect of: | ||||||||
Deferred tax valuation allowance | (347.8 | )% | (25.0 | )% | (40.1 | )% | ||
State taxes, net of federal benefit | 3.8 | % | 0.0 | % | 3.1 | % | ||
Tax-exempt interest | (2.5 | )% | (6.3 | )% | 1.0 | % | ||
Bank owned life insurance | (3.2 | )% | (5.8 | )% | 1.1 | % | ||
Tax credits | 0.0 | % | (1.6 | )% | 0.9 | % | ||
Other, net | 3.2 | % | 3.7 | % | (1.0 | )% | ||
Effective tax rate | (311.5 | )% | 0.0 | % | 0.0 | % |
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
Balance at January 1 | $ | 525 | $ | 1,586 | $ | 6,330 | |||||
Additions - current year tax positions | 70 | 75 | 65 | ||||||||
Additions - prior year tax positions | 0 | 0 | 0 | ||||||||
Reductions - prior year tax positions | (183 | ) | (1,136 | ) | (4,809 | ) | |||||
Balance at December 31 | 412 | 525 | 1,586 | ||||||||
Accrued interest and penalties, net of tax effect at December 31 | 100 | 103 | 140 | ||||||||
Total liability for unrecognized tax positions at December 31 | $ | 512 | $ | 628 | $ | 1,726 |
Shares | Weighted Average Grant Price | |||||
Balance, January 1, 2010 | 4,000 | $ | 619.55 | |||
Granted | 488,040 | 16.39 | ||||
Vested | (121,935 | ) | 23.05 | |||
Expired | 0 | 0.00 | ||||
Forfeited | (1,300 | ) | 723.41 | |||
Outstanding, December 31, 2010 | 368,805 | $ | 18.24 | |||
Balance, January 1, 2011 | 368,805 | $ | 18.24 | |||
Granted | 130,021 | 17.18 | ||||
Vested | (163,680 | ) | 18.50 | |||
Expired | 0 | 0.00 | ||||
Forfeited | (33,773 | ) | 16.63 | |||
Outstanding, December 31, 2011 | 301,373 | $ | 17.82 | |||
Balance, January 1, 2012 | 301,373 | $ | 17.82 | |||
Granted | 305,157 | 20.06 | ||||
Vested | (142,727 | ) | 19.44 | |||
Expired | 0 | 0.00 | ||||
Forfeited | (78,290 | ) | 17.02 | |||
Outstanding, December 31, 2012 | 385,513 | $ | 19.16 |
Shares | Weighted Average Exercise Price | |||||
Balance, January 1, 2010 | 28,932 | $ | 1,390.07 | |||
Granted | 0 | 0.00 | ||||
Exercised | 0 | 0.00 | ||||
Expired | (9,195 | ) | 1,449.05 | |||
Forfeited | (817 | ) | 1,469.48 | |||
Outstanding, December 31, 2010 | 18,920 | $ | 1,357.97 | |||
Exercisable, December 31, 2010 | 14,655 | $ | 1,497.94 | |||
Balance, January 1, 2011 | 18,920 | $ | 1,357.97 | |||
Granted | 0 | 0.00 | ||||
Exercised | 0 | 0.00 | ||||
Expired | (2,600 | ) | 1,231.98 | |||
Forfeited | (520 | ) | 903.92 | |||
Outstanding, December 31, 2011 | 15,800 | $ | 1,393.65 | |||
Exercisable, December 31, 2011 | 14,011 | $ | 1,507.87 | |||
Balance, January 1, 2012 | 15,800 | $ | 1,393.65 | |||
Granted | 0 | 0.00 | ||||
Exercised | 0 | 0.00 | ||||
Expired | (1,211 | ) | 1,362.40 | |||
Forfeited | (2,190 | ) | 1,184.58 | |||
Outstanding, December 31, 2012 | 12,399 | $ | 1,433.63 | |||
Exercisable, December 31, 2012 | 11,996 | $ | 1,447.69 |
Stock Options | |||||||||||
Outstanding | Exercisable | ||||||||||
Weighted Average Life | Intrinsic Value | Weighted Average Life | Intrinsic Value | ||||||||
December 31, 2012 | 1.3 years | $ | 0 | 1.2 years | $ | 0 | |||||
December 31, 2011 | 2.1 years | 0 | 2.1 years | 0 |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
Stock options | $ | 43 | $ | 268 | $ | 728 | |||||
Restricted stock | 3,765 | 3,595 | 2,435 | ||||||||
Total | $ | 3,808 | $ | 3,863 | $ | 3,163 |
December 31, 2012 | |||||||||||
Fair Value | |||||||||||
Notional | Asset | Liability | |||||||||
(in thousands) | |||||||||||
Interest rate lock commitments, net | $ | 242,061 | $ | 9,035 | $ | 0 | |||||
Forward commitments | 531,000 | 0 | 1,881 | ||||||||
Interest rate swaps - broker-dealer | 44,846 | 0 | 2,144 | ||||||||
Interest rate swaps - customer | 36,158 | 2,148 | 0 | ||||||||
December 31, 2011 | |||||||||||
Fair Value | |||||||||||
Notional | Asset | Liability | |||||||||
(in thousands) | |||||||||||
Interest rate lock commitments, net | $ | 181,456 | $ | 5,558 | $ | 0 | |||||
Forward commitments | 315,579 | 0 | 3,785 | ||||||||
Interest rate swaps - broker-dealer | 43,213 | 0 | 4,527 | ||||||||
Interest rate swaps - customer | 45,820 | 4,711 | 0 |
Years Ended December 31, | |||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
Mortgage banking operations | $ | 9,816 | $ | (10,297 | ) | $ | (8,871 | ) | |||
Other noninterest income | (553 | ) | 61 | 110 |
December 31, | |||||||
2012 | 2011 | ||||||
(in thousands) | |||||||
Undisbursed loan funds - construction loans | $ | 16,499 | $ | 17,617 | |||
Undisbursed lines of credit - commercial loans | 524,065 | 309,560 | |||||
Undisbursed lines of credit - consumer loans | 399,691 | 403,112 | |||||
Firm commitments to sell loans | 28,485 | 14,760 |
Amount | |||
(in thousands) | |||
Years ended: | |||
December 31, 2013 | $ | 14,012 | |
December 31, 2014 | 12,723 | ||
December 31, 2015 | 10,298 | ||
December 31, 2016 | 8,157 | ||
December 31, 2017 | 6,365 | ||
Thereafter | 26,713 | ||
$ | 78,268 |
December 31, 2012 | December 31, 2011 | |||||||||||||||||
Level | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||
(in thousands) | ||||||||||||||||||
Financial assets: | ||||||||||||||||||
Cash and cash equivalents | 1 | $ | 331,550 | $ | 331,550 | $ | 491,228 | $ | 491,228 | |||||||||
Investments and MBS: | ||||||||||||||||||
Available for sale | 2 | 1,513,157 | 1,513,157 | 2,547,876 | 2,547,876 | |||||||||||||
Held to maturity | 2 | 206 | 206 | 1,747 | 1,747 | |||||||||||||
Loans held for sale | 2 | 465,983 | 465,983 | 273,957 | 273,957 | |||||||||||||
Loans receivable, net | 3 | 6,101,749 | 6,154,296 | 5,341,179 | 5,347,555 | |||||||||||||
Mortgage servicing rights, net | 3 | 32,420 | 32,420 | 23,102 | 23,102 | |||||||||||||
Other assets (1) | 2 | 108,642 | 108,642 | 109,317 | 109,317 | |||||||||||||
Financial liabilities: | ||||||||||||||||||
Non-maturity deposits | 2 | 4,697,147 | 4,697,147 | 3,824,948 | 3,824,948 | |||||||||||||
Deposits with stated maturities | 2 | 1,738,970 | 1,768,818 | 2,660,870 | 2,710,740 | |||||||||||||
Borrowings | 2 | 1,437,491 | 1,457,911 | 1,706,662 | 1,724,347 | |||||||||||||
Other liabilities | 2 | 4,025 | 4,025 | 9,212 | 9,212 |
• | Level 1 inputs are a select class of observable inputs, based upon the quoted prices for identical instruments in active markets that are accessible as of the measurement date, and are to be used whenever available. |
• | Level 2 inputs are other types of observable inputs, such as quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are inactive; or other inputs that are observable or can be derived from or supported by observable market data. Level 2 inputs are to be used whenever Level 1 inputs are not available. |
• | Level 3 inputs are substantially unobservable, reflecting the reporting entity's own assumptions regarding what market participants would assume when pricing a financial instrument. Level 3 inputs are to be used only when Level 1 and Level 2 inputs are unavailable. |
Total | Level 1 | Level 2 | Level 3 | ||||||||||||
(in thousands) | |||||||||||||||
December 31, 2012 | |||||||||||||||
Investment securities available for sale: | |||||||||||||||
MBS | $ | 1,308,838 | $ | 0 | $ | 1,308,838 | $ | 0 | |||||||
Municipal bonds | 204,306 | 0 | 204,306 | 0 | |||||||||||
Other | 13 | 0 | 13 | 0 | |||||||||||
Total investment securities available for sale | 1,513,157 | 0 | 1,513,157 | 0 | |||||||||||
Loans held for sale | 465,983 | 0 | 465,983 | 0 | |||||||||||
Other assets - derivatives | 11,183 | 0 | 11,183 | 0 | |||||||||||
Total assets | $ | 1,990,323 | $ | 0 | $ | 1,990,323 | $ | 0 | |||||||
Contingent consideration | $ | 15,442 | $ | 0 | $ | 0 | $ | 15,442 | |||||||
Other liabilities - derivatives | 4,025 | 0 | 4,025 | 0 | |||||||||||
Total liabilities | $ | 19,467 | $ | 0 | $ | 4,025 | $ | 15,442 | |||||||
December 31, 2011 | |||||||||||||||
Investment securities available for sale: | |||||||||||||||
MBS | $ | 2,320,934 | $ | 0 | $ | 2,320,934 | $ | 0 | |||||||
Municipal bonds | 207,456 | 0 | 207,456 | 0 | |||||||||||
Other | 19,486 | 0 | 19,486 | 0 | |||||||||||
Total investment securities available for sale | 2,547,876 | 0 | 2,547,876 | 0 | |||||||||||
Loans held for sale | 223,638 | 0 | 223,638 | 0 | |||||||||||
Other assets - derivatives | 10,269 | 0 | 10,269 | 0 | |||||||||||
Total assets | $ | 2,781,783 | $ | 0 | $ | 2,781,783 | $ | 0 | |||||||
Other liabilities - derivatives | $ | 9,212 | $ | 0 | $ | 9,212 | $ | 0 |
Year Ended | |||
December 31, 2012 | |||
(in thousands) | |||
Beginning balance | $ | 0 | |
Additions | 11,700 | ||
Valuation adjustments | 3,742 | ||
Ending balance | $ | 15,442 |
Years Ended December 31, | |||||||
2012 | 2011 | ||||||
(in thousands) | |||||||
Mortgage banking operations | $ | 11,447 | $ | 7,506 |
December 31, 2012 | |||||||||||||||||||
Total Carrying Value | Level 1 | Level 2 | Level 3 | Losses During the Year Ended December 31, 2012 | |||||||||||||||
(in thousands) | |||||||||||||||||||
Loans | $ | 172,172 | $ | 0 | $ | 0 | $ | 172,172 | $ | (27,649 | ) | ||||||||
OREO | 18,074 | 0 | 0 | 18,074 | (1,296 | ) | |||||||||||||
Mortgage servicing rights | 32,420 | 0 | 0 | 32,420 | (230 | ) | |||||||||||||
December 31, 2011 | Losses During the Year Ended December 31, 2011 | ||||||||||||||||||
Total Carrying Value | Level 1 | Level 2 | Level 3 | ||||||||||||||||
(in thousands) | |||||||||||||||||||
Loans | $ | 268,837 | $ | 0 | $ | 0 | $ | 268,837 | $ | (47,372 | ) | ||||||||
OREO | 31,379 | 0 | 0 | 31,379 | (10,860 | ) | |||||||||||||
Mortgage servicing rights | 23,102 | 0 | 0 | 23,102 | (6,191 | ) |
December 31, 2012 | |||
Method | Inputs | ||
Loans | Income, Market, Comparable Sales, Discounted Cash Flows | External appraised values; probability weighting of broker price opinions; management assumptions regarding market trends or other relevant factors; selling and commission costs ranging from 4.5% to 9%. Amount and timing of cash flows based upon current discount rates. | |
OREO | Income, Market, Comparable Sales, | External appraised values; probability weighting of broker price opinions; management assumptions regarding market trends or other relevant factors; selling and commissions costs ranging from 4.5% to 9%. | |
Mortgage servicing rights | Discounted Cash Flow | Weighted average prepayment speed 18.3%; weighted average discount rate 10.1% |
Actual | Adequately Capitalized | Well-Capitalized | ||||||||||||||||||
Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||
(in thousands) | ||||||||||||||||||||
As of December 31, 2012 | ||||||||||||||||||||
Tier 1 leverage ratio | ||||||||||||||||||||
Sterling | $ | 1,115,834 | 12.1 | % | $ | 367,909 | 4.0 | % | $ | 459,886 | 5.0 | % | ||||||||
Sterling Bank | 1,100,443 | 12.0 | % | 368,053 | 4.0 | % | 460,066 | 5.0 | % | |||||||||||
Tier 1 risk-based capital ratio | ||||||||||||||||||||
Sterling | 1,115,834 | 17.5 | % | 255,750 | 4.0 | % | 383,625 | 6.0 | % | |||||||||||
Sterling Bank | 1,100,443 | 17.2 | % | 255,875 | 4.0 | % | 383,812 | 6.0 | % | |||||||||||
Total risk-based capital ratio | ||||||||||||||||||||
Sterling | 1,196,773 | 18.7 | % | 511,499 | 8.0 | % | 639,374 | 10.0 | % | |||||||||||
Sterling Bank | 1,181,421 | 18.5 | % | 511,749 | 8.0 | % | 639,687 | 10.0 | % | |||||||||||
As of December 31, 2011 | ||||||||||||||||||||
Tier 1 leverage ratio | ||||||||||||||||||||
Sterling | 1,045,761 | 11.4 | % | 366,048 | 4.0 | % | 457,560 | 5.0 | % | |||||||||||
Sterling Bank | 1,019,016 | 11.1 | % | 366,018 | 4.0 | % | 457,523 | 5.0 | % | |||||||||||
Tier 1 risk-based capital ratio | ||||||||||||||||||||
Sterling | 1,045,761 | 17.8 | % | 234,859 | 4.0 | % | 352,288 | 6.0 | % | |||||||||||
Sterling Bank | 1,019,016 | 17.4 | % | 234,468 | 4.0 | % | 351,705 | 6.0 | % | |||||||||||
Total risk-based capital ratio | ||||||||||||||||||||
Sterling | 1,120,563 | 19.1 | % | 469,718 | 8.0 | % | 587,147 | 10.0 | % | |||||||||||
Sterling Bank | 1,093,697 | 18.7 | % | 468,936 | 8.0 | % | 586,171 | 10.0 | % |
• | Community Banking - providing traditional banking services through the retail banking, private banking and commercial banking groups, including the originating and servicing of commercial real estate, owner occupied CRE and C&I loans. |
• | Home Loan Division - originating and selling residential real estate loans through its mortgage banking operations, on both a servicing-retained and servicing-released basis. |
As of and for the Year Ended December 31, 2012 | |||||||||||||||
Community Banking | Home Loan Division | Other and Eliminations | Total | ||||||||||||
(in thousands) | |||||||||||||||
Interest income | $ | 360,901 | $ | 28,299 | $ | 0 | $ | 389,200 | |||||||
Interest expense | 78,004 | 0 | 6,518 | 84,522 | |||||||||||
Net interest income | 282,897 | 28,299 | (6,518 | ) | 304,678 | ||||||||||
Provision for credit losses | 9,980 | 20 | 0 | 10,000 | |||||||||||
Noninterest income | 46,433 | 108,391 | (571 | ) | 154,253 | ||||||||||
Noninterest expense | 266,486 | 92,742 | (3,975 | ) | 355,253 | ||||||||||
Income (loss) before income taxes | $ | 52,864 | $ | 43,928 | $ | (3,114 | ) | $ | 93,678 | ||||||
Total assets | $ | 8,754,170 | $ | 477,127 | $ | 5,613 | $ | 9,236,910 |
As of and for the Year Ended December 31, 2011 | |||||||||||||||
Community Banking | Home Loan Division | Other and Eliminations | Total | ||||||||||||
(in thousands) | |||||||||||||||
Interest income | $ | 387,365 | $ | 16,927 | $ | 0 | $ | 404,292 | |||||||
Interest expense | 102,963 | 0 | 6,134 | 109,097 | |||||||||||
Net interest income | 284,402 | 16,927 | (6,134 | ) | 295,195 | ||||||||||
Provision for credit losses | 56,507 | 71 | (26,578 | ) | 30,000 | ||||||||||
Noninterest income | 76,337 | 48,865 | 1,126 | 126,328 | |||||||||||
Noninterest expense | 295,139 | 58,979 | (1,728 | ) | 352,390 | ||||||||||
Income (loss) before income taxes | $ | 9,093 | $ | 6,742 | $ | 23,298 | $ | 39,133 | |||||||
Total assets | $ | 9,219,398 | $ | 2,594 | $ | (28,755 | ) | $ | 9,193,237 |
As of and for the Year Ended December 31, 2010 | |||||||||||||||||||||||
Community Banking | Residential Construction Lending | Residential Mortgage Banking | Commercial Mortgage Banking | Other and Eliminations | Total | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Interest income | $ | 393,754 | $ | 34,559 | $ | 13,243 | $ | 3,573 | $ | 4 | $ | 445,133 | |||||||||||
Interest expense | 128,294 | 18,967 | 7,742 | 0 | 6,103 | 161,106 | |||||||||||||||||
Net interest income | 265,460 | 15,592 | 5,501 | 3,573 | (6,099 | ) | 284,027 | ||||||||||||||||
Provision for credit losses | 177,232 | 64,767 | 8,230 | 0 | 0 | 250,229 | |||||||||||||||||
Noninterest income | 67,499 | 60 | 65,099 | 2,470 | 1,837 | 136,965 | |||||||||||||||||
Noninterest expense | 332,557 | 7,291 | 36,785 | 5,070 | 13,342 | 395,045 | |||||||||||||||||
Income (loss) before income taxes | $ | (176,830 | ) | $ | (56,406 | ) | $ | 25,585 | $ | 973 | $ | (17,604 | ) | $ | (224,282 | ) | |||||||
Total assets | $ | 7,643,294 | $ | 25,562 | $ | 1,811,601 | $ | 6,340 | $ | 6,372 | $ | 9,493,169 |
Parent Only Balance Sheets | December 31, | December 31, | |||||
2012 | 2011 | ||||||
Assets: | (in thousands) | ||||||
Cash and cash equivalents | $ | 24,443 | $ | 44,602 | |||
Investments in subsidiaries: | |||||||
Sterling Bank | 1,417,025 | 1,089,820 | |||||
Other subsidiaries | 8,307 | 8,185 | |||||
Receivable from subsidiaries | 0 | 283 | |||||
Other assets | 20,755 | 1,158 | |||||
Total assets | $ | 1,470,530 | $ | 1,144,048 | |||
Liabilities and Shareholders' Equity: | |||||||
Accrued expenses payable | $ | 3,072 | $ | 4,111 | |||
Junior subordinated debentures | 245,294 | 245,290 | |||||
Due to affiliates | 4,241 | 16,090 | |||||
Shareholders' equity | 1,217,923 | 878,557 | |||||
Total liabilities and shareholders' equity | $ | 1,470,530 | $ | 1,144,048 |
Parent Only Statements of Operations | Years Ended December 31, | ||||||||||
(in thousands) | 2012 | 2011 | 2010 | ||||||||
(in thousands) | |||||||||||
Interest income | $ | 268 | $ | 300 | $ | 253 | |||||
Interest expense | 6,785 | 6,433 | 6,349 | ||||||||
Net interest expense | (6,517 | ) | (6,133 | ) | (6,096 | ) | |||||
Equity in net earnings of subsidiary | 380,294 | 50,961 | (206,677 | ) | |||||||
Noninterest expenses | 5,385 | 5,699 | 11,568 | ||||||||
Income before income taxes | 368,392 | 39,129 | (224,341 | ) | |||||||
Income tax benefit | 17,329 | 4 | 59 | ||||||||
Net income (loss) | $ | 385,721 | $ | 39,133 | $ | (224,282 | ) |
Parent Only Statements of Cash Flows | Years Ended December 31, | ||||||||||
2012 | 2011 | 2010 | |||||||||
(in thousands) | |||||||||||
Cash flows from operating activities: | |||||||||||
Net income (loss) | $ | 385,721 | $ | 39,133 | $ | (224,282 | ) | ||||
Adjustments to reconcile net income to net cash used in operating activities | (412,528 | ) | (42,051 | ) | 214,128 | ||||||
Net cash used in operating activities | (26,807 | ) | (2,918 | ) | (10,154 | ) | |||||
Cash flows from investing activities: | |||||||||||
Investments in subsidiaries, net | 0 | 0 | (650,000 | ) | |||||||
Dividends from subsidiary | 52,600 | 0 | 0 | ||||||||
Net cash provided by (used in) investing activities | 52,600 | 0 | (650,000 | ) | |||||||
Cash flows from financing activities: | |||||||||||
Net proceeds from stock issuances | 3,791 | 0 | 683,334 | ||||||||
Dividends paid | (49,743 | ) | 0 | 0 | |||||||
Net cash provided by (used in) financing activities | (45,952 | ) | 0 | 683,334 | |||||||
Net change in cash and cash equivalents | (20,159 | ) | (2,918 | ) | 23,180 | ||||||
Cash and cash equivalents, beginning of year | 44,602 | 47,520 | 24,340 | ||||||||
Cash and cash equivalents, end of year | $ | 24,443 | $ | 44,602 | $ | 47,520 |
2012 Quarters Ended | |||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||
(in thousands, except per share amounts) | |||||||||||||||
Interest income | $ | 97,965 | $ | 100,990 | $ | 95,991 | $ | 94,254 | |||||||
Interest expense | 23,612 | 22,080 | 20,683 | 18,147 | |||||||||||
Net interest income | 74,353 | 78,910 | 75,308 | 76,107 | |||||||||||
Provision for credit losses | 4,000 | 4,000 | 2,000 | 0 | |||||||||||
Net interest income after provision | 70,353 | 74,910 | 73,308 | 76,107 | |||||||||||
Noninterest income | 31,587 | 44,741 | 46,698 | 31,227 | |||||||||||
Noninterest expenses | 88,649 | 87,607 | 89,408 | 89,589 | |||||||||||
Income before income taxes | 13,291 | 32,044 | 30,598 | 17,745 | |||||||||||
Income tax benefit | 0 | 288,842 | 0 | 3,201 | |||||||||||
Net income | 13,291 | 320,886 | 30,598 | 20,946 | |||||||||||
Earnings per share - basic | $ | 0.21 | $ | 5.17 | $ | 0.49 | $ | 0.34 | |||||||
Earnings per share - diluted | $ | 0.21 | $ | 5.13 | $ | 0.49 | $ | 0.33 | |||||||
Weighted average shares outstanding - basic | 62,078,404 | 62,112,936 | 62,139,833 | 62,159,683 | |||||||||||
Weighted average shares outstanding - diluted | 62,682,987 | 62,610,054 | 62,845,864 | 62,867,030 |
2011 Quarters Ended | |||||||||||||||
March 31 | June 30 | September 30 | December 31 | ||||||||||||
(in thousands, except per share amounts) | |||||||||||||||
Interest income | $ | 103,237 | $ | 102,347 | $ | 101,379 | $ | 97,329 | |||||||
Interest expense | 29,494 | 27,540 | 26,543 | 25,520 | |||||||||||
Net interest income | 73,743 | 74,807 | 74,836 | 71,809 | |||||||||||
Provision for credit losses | 10,000 | 10,000 | 6,000 | 4,000 | |||||||||||
Net interest income after provision | 63,743 | 64,807 | 68,836 | 67,809 | |||||||||||
Noninterest income | 29,982 | 34,335 | 29,112 | 32,899 | |||||||||||
Noninterest expenses | 88,308 | 91,587 | 86,620 | 85,875 | |||||||||||
Income before income taxes | 5,417 | 7,555 | 11,328 | 14,833 | |||||||||||
Income tax benefit | 0 | 0 | 0 | 0 | |||||||||||
Net income | 5,417 | 7,555 | 11,328 | 14,833 | |||||||||||
Earnings per share - basic | $ | 0.09 | $ | 0.12 | $ | 0.18 | $ | 0.24 | |||||||
Earnings per share - diluted | $ | 0.09 | $ | 0.12 | $ | 0.18 | $ | 0.24 | |||||||
Weighted average shares outstanding - basic | 61,930,783 | 61,943,851 | 61,958,183 | 61,989,094 | |||||||||||
Weighted average shares outstanding - diluted | 62,335,212 | 62,312,224 | 62,041,203 | 62,194,011 |
ARTICLE 1 | Definitions | 1 | |
ARTICLE 2 | Selection, Enrollment, Eligibility | ||
2.1 | Selection by Committee | 7 | |
2.2 | Enrollment and Eligibility Requirements; Commencement of Participation | 7 | |
ARTICLE 3 | Deferral Commitments/Company Contribution Amounts/ Company Restoration Matching Amounts/Vesting/Crediting/Taxes | ||
3.1 | Maximum Deferral | 8 | |
3.2 | Timing of Deferral Elections; Effect of Election Form | 8 | |
3.3 | Withholding and Crediting of Annual Deferral Amounts | 10 | |
3.4 | Company Contribution Amount | 10 | |
3.5 | Company Restoration Matching Amount | 10 | |
3.6 | Vesting | 11 | |
3.7 | Crediting/Debiting of Account Balances | 11 | |
3.8 | FICA and Other Taxes | 12 | |
ARTICLE 4 | Scheduled Distribution; Unforeseeable Emergencies | ||
4.1 | Scheduled Distribution | 13 | |
4.2 | Postponing Scheduled Distributions | 13 | |
4.3 | Other Benefits Take Precedence Over Scheduled Distributions | 13 | |
4.4 | Unforeseeable Emergencies | 14 | |
ARTICLE 5 | Retirement Benefit | ||
5.1 | Retirement Benefit | 14 | |
5.2 | Payment of Retirement Benefit | 15 | |
ARTICLE 6 | Termination Benefit | ||
6.1 | Termination Benefit | 15 | |
6.2 | Payment of Termination Benefit | 15 | |
ARTICLE 7 | Disability Benefit | ||
7.1 | Disability Benefit | 15 | |
7.2 | Payment of Disability Benefit | 16 | |
ARTICLE 8 | Death Benefit | ||
8.1 | Death Benefit | 18 | |
8.2 | Payment of Death Benefit | 18 | |
ARTICLE 9 | Beneficiary Designation | ||
9.1 | Beneficiary | 18 | |
9.2 | Beneficiary Designation; Change; Spousal Consent | 18 | |
9.3 | Acknowledgment | 18 | |
9.4 | No Beneficiary Designation | 18 | |
9.5 | Doubt as to Beneficiary | 19 | |
9.6 | Discharge of Obligations | 19 | |
ARTICLE 10 | Leave of Absence | ||
10.1 | Paid Leave of Absence | 19 | |
10.2 | Unpaid Leave of Absence | 19 | |
ARTICLE 11 | Termination of Plan, Amendment or Modification | ||
11.1 | Termination of Plan | 19 |
11.2 | Amendment | 20 | |
11.3 | Plan Agreement | 20 | |
11.4 | Effect of Payment | 20 | |
ARTICLE 12 | Administration | ||
12.1 | Committee Duties | 20 | |
12.2 | Administration Upon Change in Control | 20 | |
12.3 | Agents | 21 | |
12.4 | Binding Effect of Decisions | 21 | |
12.5 | Indemnity of Committee | 21 | |
12.6 | Employer Information | 21 | |
ARTICLE 13 | Other Benefits and Agreements | ||
13.1 | Coordination with Other Benefits | 21 | |
ARTICLE 14 | Claims Procedures | ||
14.1 | Presentation of Claim | 21 | |
14.2 | Notification of Decision | 22 | |
14.3 | Review of a Denied Claim | 22 | |
14.4 | Decision on Review | 22 | |
14.5 | Disability Benefits | 23 | |
14.6 | Legal Action | 23 | |
ARTICLE 15 | Trust | ||
15.1 | Establishment of the Trust | 23 | |
15.2 | Interrelationship of the Plan and the Trust | 23 | |
15.3 | Distributions From the Trust | 24 | |
ARTICLE 16 | Miscellaneous | ||
16.1 | Status of the Plan | 24 | |
16.2 | Unsecured General Creditor | 24 | |
16.3 | Employer's Liability | 24 | |
16.4 | Nonassignability | 24 | |
16.5 | Not a Contract of Employment | 24 | |
16.6 | Furnishing Information | 24 | |
16.7 | Terms | 25 | |
16.8 | Captions | 25 | |
16.9 | Governing Law | 25 | |
16.10 | Notice | 25 | |
16.11 | Successors | 25 | |
16.12 | Spouse's Interest | 25 | |
16.13 | Validity | 25 | |
16.14 | Incompetent | 25 | |
16.15 | Domestic Relations Orders | 26 | |
16.16 | Distribution in the Event of Income Inclusion Under 409A | 26 | |
16.17 | Deduction Limitation on Benefit Payments | 26 | |
16.18 | Payment that would Jeopardize Ability of Employer to Continue as a Going Concern | 26 | |
16.19 | Payment that would Violate Securities Laws or other Applicable Law | 26 | |
16.20 | Insurance |
1.1 | "Account Balance" shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant's Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. |
1.2 | "Annual Account" shall mean, with respect to a Participant, an entry on the records of the Employer equal to (a) the sum of the Participant's Annual Deferral Amount, Company Contribution Amount and Company Restoration Matching Amount for any one Plan Year, plus (b) amounts credited or debited to such amounts pursuant to this Plan, less (c) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or here designated Beneficiary, pursuant to this Plan. |
1.3 | "Annual Deferral Amount" shall mean that portion of a Participant's Base Salary, Bonus, Commissions and Director Fees that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year. |
1.4 | "Annual Installment Method" means the method used to determine the amount of each payment due to a Participant who has elected to receive a benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due to the Participant shall be calculated by multiplying the balance of the Participant's benefit by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to Participant. The amount of the first annual payment shall be calculated as of the close of business on or around the Participant's Benefit Distribution Date, and the amount of each subsequent annual payment shall be calculated on or around the beginning of each Plan Year following such Benefit Distribution Date. |
1.5 | "Base Salary" shall mean the annual cash compensation relating to services performed during any calendar year, excluding distributions from nonqualified deferred compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses, incentive payments, non-monetary awards, director fees and other fees, and automobile and other allowances paid to a Participant for employment services rendered (whether or not such allowances are included in the Employee's gross income). Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee. Base Salary does not include severance pay of any kind, including, but not limited to, severance pay that is paid out in installments. |
1.6 | "Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 9, that are entitled to receive benefits under this Plan upon the death of a Participant. |
1.7 | "Beneficiary Designation Form" shall mean the form established from time to time by the Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries. |
1.8 | "Benefit Distribution Date" shall mean the date upon which all or an objectively determinable portion of a Participant's vested benefits will become eligible for distribution. Except as otherwise provided in the Plan, a Participant's Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4 through 8, as applicable. |
1.9 | "Board" shall mean the board of directors of the Company. |
1.10 | "Bonus" shall mean any compensation, in addition to Base Salary and Commissions, earned by a Participant during the Plan Year under any Employer's annual bonus and cash incentive plans. |
1.11 | "Change in Control" shall mean the occurrence of a "change in ownership," a "change ineffective control" or a "change in the ownership of a substantial portion of the assets" of a corporation, as determined in accordance with this Section. |
(a) | A "change in ownership" of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(v). If a person or group is |
(b) | A "change in effective control" of the applicable corporation shall occur only on either of the following dates: |
(i) | The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of such corporation possessing 30% or more of the total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). If a person or group is considered to possess 30% or more of the total voting power of the stock of a corporation, and such person or group acquires additional stock by such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a "change in effective control" of such corporation or |
(ii) | The date on which a majority of the members of the applicable corporation's board of director is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such corporation's board of directors before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). In determining whether the event described in the preceding sentence has occurred, the applicable corporation to which the event must relate shall only include a corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder. |
(c) | A "change in the ownership of a substantial portion of the assets" of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to more than 40% of the total gross fair market value of all for the assets of the corporation immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a "change in the ownership of a substantial portion of the assets" when such transfer is made to an entity that is controlled by the shareholders of the transferor corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B). |
1.13 | "Commissions" shall mean the cash commissions earned by a Participant during a Plan Year, excluding bonuses or other additional incentives or awards earned by the Participant. |
1.15 | "Company" shall mean Sterling Savings Bank, a Washington corporation, and any successor to all or substantially all of the Company's assets or business. |
1.16 | "Company Contribution Amount" shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4. |
1.17 | "Company Restoration Matching Amount" shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5. |
1.19 | "Director Fees" shall mean the annual fees payable in cash that are earned by a Director from any Employer, including retainer fees and meetings fees, as compensation for serving on the board of directors. |
1.20 | "Disability" or "Disabled" shall mean that a Participant is either (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of the Participant's Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant's Employer, provided that the definition of "disability" applied under such disability insurance program complies with the requirements of this Section. |
1.21. | "Election Form" shall mean the form, which may be in electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan. |
(a) | Except as otherwise provided in part (b) of this Section, the term "Employer" shall mean Sterling Financial Corporation, the Company and/or any subsidiaries of Sterling Financial Corporation (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor. |
(b) | For the purpose of determining whether a Participant has experienced a Separation from Service, the term "Employer" shall mean |
(i) | The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises; and |
(ii) | All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or business, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying the applicable provisions of: (A) Code Section 1563 for determining a controlled group of corporations under Code section 414(b); and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c). |
1.24 | "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. |
1.25 | "401(k) Plan" shall mean, with respect to an Employer, a plan qualified under Code Section 401(a) that contains a cash or deferral arrangement described in Code Section 401(k), adopted by the Employer, as it may be amended from time to time, or any successor thereto. |
1.26 | "Participant" shall mean any Employee or Director (a) who is selected to participate in the Plan, (b) whose executed Plan Agreement, Election Form and Beneficiary Designation Form, which are accepted by the Committee, and (c) whose Plan Agreement has not terminated. |
1.27 | "Performance-Based Compensation" shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e). |
1.28 | "Plan" shall mean the Sterling Savings Bank Deferred Compensation Plan, which shall be evidenced by this instrument, as may be amended from time to time, and by any other documents that together with this instrument define a Participant's rights to amounts credited to his or her Account Balance. |
1.29 | "Plan Agreement" shall mean a written agreement in the form prescribed by or acceptable to the Committee that evidences a Participant's agreement to the terms of the Plan and which may establish additional terms or conditions of Plan participation for a Participant. Unless otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant shall supersede any prior Plan Agreements for such Participant. Plan Agreements may vary among Participants and may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan. |
1.30 | "Plan Year" shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year. |
1.31 | "Retirement", "Retire(s)" or "Retired" shall mean, with respect to a Participant who is an Employee, a Separation from Service on or after the earlier of the attainment of (a) the age 65 or (b) age 55 with 5 Years of Service, and shall mean with respect to a Participant who is a Director, a Separation from Service. If a Participant is both an Employee and a Director and participates in the Plan in each capacity, (a) the determination of whether the Participant qualifies for Retirement as an Employee shall be made when the Participant experiences a Separation from Service as an Employee and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as an Employee, and (b) the determination of whether the Participant qualifies for Retirement as a Director shall be made at the time the Participant experiences a Separation from Service as a Director and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as a Director. |
1.32 | "Separation from Service" shall mean a termination of services provided by a Participant to his or her Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply: |
(a) | For a Participant who provides services to an Employer as an Employee, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur when such Participant has experienced a termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and his or her Employer reasonable anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level |
(a) | For a Participant who provides services to an Employer as an independent contractor, except as otherwise provided in part (c) of this Section, a Separation from Service shall occur upon the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed for such Employer, provided that the expiration of such contract(s) is determined by the Committee to constitute a good-faith and complete termination of the contractual relationship between the Participant and such Employer. |
1.33 | "Specified Employee" shall mean any Participant who is determined to be a "key employee" (as defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable period, as determined annually by the Committee in accordance with Treas. Reg. §1.409A-1(i). In determining whether a Participant is a Specified Employee, the following provisions shall apply: |
(a) | The Committee's identification of the individuals who fall within the definition of "key employee" under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon the 12-month period ending on each December 31st (referred to below as the "identification date"). In applying the applicable provisions of Code Section 416(i) to identifying such individuals, "compensation" shall be determined in accordance with the definition used by the Company for purposes of its qualified plan, the Employee Savings and Investment Plan & Trust; and |
(b) | Each Participant who is among the individuals identified as a "key employee" in accordance with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if such Participant experiences a Separation from Service during the 12-month period that begins April 1st following the applicable identification date. |
1.35 | "Unforeseeable Emergency" shall mean a severe financial hardship of the Participant resulting from (a) an illness or accident of the Participant, the Participant's spouse, the Participant's Beneficiary or the Participant's dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant's property due to casualty, or (c) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances. |
1.36 | "Years of Service" shall mean the total number of full years in which a Participant has been employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365-day period (or 366-day period in the case of a leap year) that, for the first year of employment, commences on the Employee's date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. A partial year of employment shall not be treated as a Year of Service. |
2.1 | Selection by Committee. Participation in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan. |
2.2 | Enrollment and Eligibility Requirements; Commencement of Participation. |
(a) | As a condition to participation, each Director or selected Employee shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, by deadline(s) established by the Committee in accordance with the applicable provisions of this Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary. |
(b) | Each Director or selected Employee who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines, in its sole discretion, that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period. |
(c) | If a Director or an Employee fails to meet all requirements established by the Committee within the period required, that Director or Employee shall not be eligible to participate in the Plan during such Plan Year. |
3.1 | Maximum Deferral. |
(a) | Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions and/or Director Fees up to the following maximum percentages for each deferral elected: |
Deferral | Maximum Percentage |
Base Salary | 75% |
Bonus | 100% |
Commissions | 100% |
Director Fees | 100% |
(b) | Short Plan Year. Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Code Section 409A and related Treasury Regulations, the maximum amount of the Participant's Base Salary, Bonus, Commission or Director Fees that may be deferred by the Participant for the Plan Year shall be determined by applying the percentages set forth in Section 3.1(a) to the portion of such compensation attributable to services performed after the date that the Participant's deferral election is made. |
3.2 | Timing of Deferral Elections; Effect of Election Form. |
(a) | General Timing Rule for Deferral Elections. Except as otherwise provided in this Section 3.2, in order for a Participant to make a valid election to defer Base Salary, Bonus, Commissions, and/or Directors Fees, the Participant must submit an Election Form on or before the deadline established by the Committee, which in no event shall be later than the December 31st proceeding the Plan Year in which such compensation will be earned. |
(b) | Timing of Deferral Election for Newly Eligible Plan Participants. A Director or selected Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and the "plan aggregation" rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base Salary, Bonus, Commissions and/or Directors Fees attributable to services to be performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan. |
(c) | Timing of Deferral Elections for Performance-Based Compensation. Subject to the limitations described below, the Committee may determine that an irrevocable deferral election for an amount that qualifies as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than six months before the end of the performance period. |
(d) | Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture. With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that it is subject to a forfeiture condition requiring the Participant's continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, the Committee may, determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, as determined in accordance with Treas. Reg. §1.409A-2(a)(5). |
3.3 | Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus, Commissions and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus, Commissions or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to a Participant's Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant. In the event of a Participant's Separation from Service, death, or Disability prior to the end of a Plan Year, such year's Annual Deferral Amount shall only include deferrals made on amounts earned prior to such event. |
3.4 | Company Contribution Amount. |
(a) | For each Plan Year, an Employer may be required to credit amounts to a Participant's Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be part of the Participant's Company Contribution Amount for that Plan Year. Such amounts shall be credited to the Participant's Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements. |
(b) | For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant's Annual Account under this Plan, which amount shall be part of the Participant's Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this Section 3.4(b), if any, shall be credited to the Participant's Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee. |
(c) | If not otherwise specified in the Participant's employment or other agreement entered into between the Participant and the Employer, the amount (or method or formula for determining the amount) of a Participant's Company Contribution Amount shall be set forth in writing in one or more documents, which shall be deemed to be incorporated into this Plan in accordance with Section 1.28, no later than the date on which such Company Contribution Amount is credited to the applicable Annual Account for the Participant. |
3.5 | Company Restoration Matching Amount. A Participant's Company Restoration Matching Amount for any Plan Year shall be an amount determined by the Committee to make up for certain limits applicable to the 401(k) Plan or other qualified plan for such Plan Year, as identified by the Committee, or for such other purposes as determined by the Committee in its sole discretion. The amount so credited to a Participant under this Plan for any Plan Year (a) may be smaller or larger than the amount credited to any other Participant, and (b) may differ from the amount credited to such Participant in the preceding Plan Year. The Participant's Company Restoration Matching Amount, if any, shall be credited to the Participant's Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee. The amount (or the method or formula for determining the amount) of a Participant's Company Restoration Matching Amount shall be set forth in writing in one or more documents, which shall be deemed to be incorporated into this Plan in accordance with Section 1.28, no later than the date on which such Company Restoration Matching Amount is credited to the applicable Annual Account of the Participant. |
3.6 | Vesting. |
(a) | A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to Annual Deferral Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7. |
(b) | A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Contribution Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7 in accordance with the vesting schedule(s) set forth in his or her Plan Agreement, employment agreement or any other agreement entered into between the Participant and his or her Employer. |
(c) | A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Restoration Matching Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7, only to the extent that the Participant would be vested in such amounts under the provisions of the 401(k) Plan, as determined by the Committee in its sole discretion. |
(d) | Notwithstanding anything to the contrary contained in this Section 3.6, in the event of a Change in Control, or upon a Participant's Disability, Separation from Service on or after qualifying for Retirement, or death prior to Separation from Service, any amounts that are not vested in accordance with Section 3.6(b) or 3.6(c) above, shall immediately become 100% vested. |
(e) | Notwithstanding subsection 3.6(d) above, the vesting schedules described in Sections 3.6(b) or 3.6(c) above shall not be accelerated upon a Change in Control to the extent that the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event of such a determination, the Participant may request independent verification of the Committee's calculations with respect to the application of Section 280G. In such case, the Committee must provide to the Participant within ninety (90) days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the "Accounting Firm"). The opinion shall state the Accounting Firm's opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company. |
(f) | Section 3.6(e) shall not prevent the acceleration of the vesting schedules described in Sections 3.6(b) and 3.6(c) if such Participant is entitled to a "gross-up" payment, to eliminate the effect of the Code section 4999 excise tax, pursuant to his or her employment agreement or other agreement entered into between such Participant and the Employer. |
3.7 | Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant's Account Balance in accordance with the following rules: |
(a) | Measurement Funds. The Participant may elect one or more of the measurement funds selected by the Committee, in its sole discretion, which are based on certain mutual funds (the "Measurement Funds"), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Each such action will take effect as of the first day of the first calendar quarter that begins at least 30 days after the day on which the Committee gives Participants advance written notice of such change. |
(b) | Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance with Section 3.2(b) above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.7(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant's |
(c) | Proportionate Allocation. In making any election described in Section 3.7(b) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated. |
(d) | Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant's Account Balance has been hypothetically allocated among the Measurement Funds by the Participant. |
(e) | No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant's election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant's Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company. |
3.8 | FICA and Other Taxes. |
(a) | Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Salary, Bonus and/or Commissions that is not being deferred, in a manner determined by the Employer(s), the Participant's share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with this Section 3.8. |
(b) | Company Restoration Matching Account and Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Account Balance attributable to any Company Restoration Matching Amounts and/or Company Contribution Amounts, the Participant's Employer(s) shall withhold from that portion of the Participant's Base Salary, |
(c) | Distributions. The Participant's Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust. |
4.1 | Scheduled Distribution. In connection with each election to defer an Annual Deferral Amount, a Participant may elect to receive all or a portion of such Annual Deferral Amount and any Company Contribution Amounts, plus amounts credited or debited on that amount pursuant to Section 3.7, in the form of a lump sum payment, calculated as of the close of business on or around the Benefit Distribution Date designated by the Participant in accordance with this Section 4.1 (a "Scheduled Distribution"). The Benefit Distribution Date for the amount subject to a Scheduled Distribution election shall be the first day of any Plan Year designated by the Participant, which may be no sooner than three Plan Years after the end of the Plan Year to which the Participant's deferral election relates, unless otherwise provided on an Election Form approved by the Committee. |
4.2 | Postponing Scheduled Distributions. A Participant may elect to postpone a Scheduled Distribution described in Section 4.1 above, and have such amount paid out during a 60-day period commencing immediately after an allowable alternative Benefit Distribution Date designated in accordance with this Section 4.2. In order to make such an election, the Participant must submit an Election Form to the Committee in accordance with the following criteria: |
(a) | This election of the new Benefit Distribution Date shall have no effect until at least 12 months after the date on which the election is made; |
(b) | The new Benefit Distribution Date selected by the Participant for such Scheduled Distribution must be the first day of a Plan Year that is no sooner than five years after the previously designated Benefit Distribution Date; and |
(c) | The election must be made at least 12 months prior to the Participant's previously designated Benefit Distribution Date for such Scheduled Distribution. |
4.3 | Other Benefits Take Precedence Over Scheduled Distributions. Should an event occur prior to any Benefit Distribution Date designated for a Scheduled Distribution that would trigger a benefit under Articles 5 through 8, as applicable, all amounts subject to a Scheduled Distribution election |
4.4 | Unforeseeable Emergencies. |
(a) | If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a distribution event described in Articles 5 through 9, as applicable, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant's vested Account Balance, calculated as of the close of business on or around the Benefit Distribution Date for such payout, as determined by the Committee in accordance with provisions set forth below, or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution. A Participant shall not be eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant's assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by cessation of deferrals under this Plan. |
(b) | A Participant's deferral elections under this Plan shall also be cancelled to the extent the Committee determines such action is required for the Participant to obtain a hardship distribution from an Employer's 401(k) Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3). |
5.1 | Retirement Benefit. If a Participant experiences a Separation from Service that qualifies as a Retirement, the Participant shall be eligible to receive his or her vested Account Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 5.2 (the "Retirement Benefit"). A Participant's Retirement Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit, which shall be the later of (i) the first business day of the Plan Year following the Plan Year in which the Participant Retires, or (ii) the last day of the six-month period immediately following the date on which the Participant Retires; provided, however, in the event the Participant changes his or her Retirement Benefit election in accordance with Section 5.2(b), his or her Benefit Distribution Date shall be postponed in accordance with Section 5.2(b). |
5.2 | Payment of Retirement Benefit. |
(a) | A Participant, in connection with his or her commencement of participation in the Plan, shall elect on an Election Form to receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment Method of up to fifteen 15 years. If a Participant does not make any elections with respect to the payment of the Retirement Benefit, then such Participant shall be deemed to have elected to receive the Retirement Benefit as a lump sum. |
(b) | A Participant may change the form of payment of the Retirement Benefit by submitting an Election Form to the Committee in accordance with the following criteria: |
(i) | The election shall have not take effect until at least 12 months after the date on which the election is made; |
(ii) | The new Benefit Distribution Date for Participant's Retirement Benefit shall be five years after the Benefit Distribution Date that would otherwise have been applicable to such benefit; and |
(iii) | The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant's Retirement Benefit. |
(a) | The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant's Benefit Distribution Date. Remaining installments, if any, shall be paid no later than 60 days after the first day of each Plan Year following the Plan Year in which the Participant's Benefit Distribution Date. |
6.1 | Termination Benefit. If a Participant experiences a Separation from Service that does no qualify as a Retirement, the Participant shall receive his or her vested Account Balance in the form of a lump sum payment (the "Termination Benefit"). A Participant's Termination Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date, for such benefit, which shall be the last day of the six-month period immediately following the date on which the Participant experiences a Separation from Services. |
6.2 | Payment of Termination Benefit. The Termination Benefit shall be paid to the no later than 60 days after the Participant's Benefit Distribution Date. |
7.1 | Disability Benefit. If a Participant becomes Disabled prior to the occurrence of a distribution event described in Articles 5 though 6, as applicable, the Participant shall receive his or her vested Account Balance in the form of a lump sum payment (the "Disability Benefit"). The Disability Benefit shall |
7.2 | Payment of Disability Benefit. The Disability Benefit shall be paid to the Participant no later than 60 days after the Participant's Benefit Distribution Date. |
8.1 | Death Benefit. In the event of a Participant's death prior to the complete distribution of his or her vested Account Balance, the Participant's Beneficiary(ies) shall receive the Participant's death benefit which will be equal to the Participant's unpaid vested Account Balance in a lump sum payment (the "Death Benefit"). The Death Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date for such benefit, which shall the date on which the Committee is provided with proof that is satisfactory to the Committee of the Participant's death, if the Participant dies prior to the complete distribution of his or her vested Account Balance. |
8.2 | Payment of Death Benefit. The Death Benefit shall be paid to the Participant's Beneficiary(ies) no later than 60 days after the Participant's Benefit Distribution Date. |
9.1 | Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates. |
9.2 | Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as the primary Beneficiary, a spousal consent is required to be provided in a form designated by the Committee, executed by such Participant's spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death. |
9.3 | Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent. |
9.4 | No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all designated Beneficia-ries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant's estate. |
9.5 | Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to withhold such payments until this matter is resolved to the Committee's satisfaction. |
9.6 | Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant's Plan Agreement shall terminate upon such full payment of benefits. |
10.1 | Paid Leave of Absence. If a Participant is authorized by the Participant's Employer to take a paid leave of absence from the employment of the Employer, and such leave of absence does not constitute a Separation from Services (a) the Partici-pant shall continue to be considered eligible for the benefits provided under the Plan, and (b) the Annual Deferral Amount shall continue to be withheld during such paid leave of absence in accordance with Section 3.2. |
10.2 | Unpaid Leave of Absence. If a Participant is authorized by the Participant's Employer to take an unpaid leave of absence from the employ-ment of the Employer for any reason, and such leave of absence does not constitute a Separation from Service, such Participant shall continue to be eligible for the benefits provided under the Plan. During the unpaid leave of absence, the Participant shall not be allowed to make any additional deferral elections. However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.2 above. |
11.1 | Termination of Plan. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to terminate the Plan with respect to all of its Participants. In the event of a Plan termination, no new deferral election shall be permitted for the affected Participants and such Participants shall no longer be eligible to receive new company contributions. However, after the Plan termination, the Account Balances of such Participants shall continue to be credited with Annual Deferral Amounts attributable to a deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code Section 409A and related Treasury Regulations and additional amounts shall continue to be credited or debited to such Participants' Account Balances pursuant to Section 3.7. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which Plan termination is effective. In addition, following a plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become eligible for distribution in accordance with the other applicable provisions of the Plan. Notwithstanding the preceding sentence, to the extent permitted by Treas. Reg. §1.409A-3 |
11.2 | Amendment. Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or modification shall be effective to decrease the value of a Participant's vested Account Balance in existence at the time the amendment or modification is made, and (ii) no amendment or modification of this Section 11.2 or Section 12.2 of the Plan shall be effective. |
11.3 | Plan Agreement. Despite the provisions of Sections 11.1 and 11.2 above, if a Participant's Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions without the prior written consent of the Participant if the Committee determines, in its sole discretion, that such amendment or termination will not cause a decrease in the Participant's vested Account Balance in existence at the time the amendment or termination is made. |
11.4 | Effect of Payment. The full payment of the Participant's vested Account Balance in accordance with the applicable provisions of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant's Plan Agreement shall terminate. |
12.1 | Committee Duties. Except as otherwise provided in this Article 12, this Plan shall be administered by a Committee, which shall consist of the Board, or such committee as the Board shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to (a) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan, and (b) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of this Plan, as may arise in connection with the Plan. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant, an Employer or the Company or its agents. |
12.2 | Administration Upon Change in Control. Within 120 days following a Change in Control, the individuals who comprised the Committee immediately prior to the Change in Control (whether or not such individuals are members of the Committee following the Change in Control) may, by written consent of the majority of such individuals, appoint an independent third party administrator (the "Administrator") to perform any or all of the Committee's duties described in Section 12.1 above, including without limitation, the power to determine any questions arising in connection with the administration or interpretation of the Plan, and the power to make benefit entitlement determinations. Upon and after the effective date of such appointment, (a) the Company must pay all reasonable administrative expenses and fees of the Administrator, and (b) the Administrator may only be terminated with the written consent of the majority of Participants with an Account Balance in the Plan as of the date of such proposed termination. |
12.3 | Agents. In the administration of this Plan, the Committee or the Administrator, as applicable, may, from time to time, employ agents and delegate to them such administrative duties as it sees fit |
12.4 | Binding Effect of Decisions. The decision or action of the Committee or Administrator, as applicable, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan. |
12.5 | Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, any of its members, any such Employee or the Administrator. |
12.6 | Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date and circum-stances of the Separation from Service, Disability, or death of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require. |
13.1 | Coordination with Other Benefits. The benefits provided for a Participant and Participant's Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant's Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided. |
14.1 | Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a "Claimant") may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant. |
14.2 | Notification of Decision. The Committee shall consider a Claimant's claim within a reasonable time, but no later than 90 days after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. The Committee shall notify the Claimant in writing: |
(a) | that the Claimant's requested determination has been made, and that the claim has been allowed in full; or |
(b) | that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant: |
(i) | the specific reason(s) for the denial of the claim, or any part of it; |
(ii) | specific reference(s) to pertinent provisions of the Plan upon which such denial was based; |
(iii) | a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; |
(iv) | an explanation of the claim review procedure set forth in Section 14.3 below; and |
(v) | a statement of the Claimant's right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. |
14.3 | Review of a Denied Claim. On or before 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant's duly authorized representative): |
(a) | may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claim for benefits; |
(b) | may submit written comments or other documents; and/or |
(c) | may request a hearing, which the Committee, in its sole discretion, may grant. |
14.4 | Decision on Review. The Committee shall render its decision on review promptly, and no later than 60 days after the Committee receives the Claimant's written request for a review of the denial of the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and it must contain: |
(a) | specific reasons for the decision; |
(b) | specific reference(s) to the pertinent Plan provisions upon which the decision was based; |
(c) | a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant's claim for benefits; and |
(d) | a statement of the Claimant's right to bring a civil action under ERISA Section 502(a). |
14.5 | Disability Benefits. The Committee shall comply with the special rules for Disability claims in 29 CFR §2560.503-1, where the availability of the benefit is conditioned upon a showing of Disability. Where a benefit is available only on a finding of Disability and such finding has already been determined under another benefit plan or program of the Employer, the special Disability claim rules need not apply and the rules of this Article 14 shall govern. |
14.6 | Legal Action. A Claimant's compliance with the foregoing provisions of this Article 14 is a mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits under this Plan. |
15.1 | Establishment of the Trust. In order to provide assets from which to fulfill the obligations of the Participants and their Beneficiaries under the Plan, the Company may establish a trust by a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit payments under the Plan (the "Trust). Notwithstanding the foregoing, no later than 60 days prior to a Change in Control, the Company shall establish a Trust if one has not been previously established, and each Employer shall transfer over to the Trust such assets as the Employer determines are necessary to provide, on a present value basis, for its respective liabilities created with respect to the Account Balance of each of such Employer's Participants as accumulated under the Plan immediately prior to such transfer. |
15.2 | Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan. |
15.3 | Distributions From the Trust. Each Employer's obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer's obligations under this Plan. |
16.1 | Status of the Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that "is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees" within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (a) to the extent possible in a manner consistent with the intent described in the preceding sentence, and (b) in accordance with Code Section 409A and related Treasury guidance and Regulations. |
16.2 | Unsecured General Creditor. Participants and their Bene-ficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer's assets shall be, and remain, the general, unpledged unrestricted assets of the Employer. An Employer's obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future. |
16.3 | Employer's Liability. An Employer's liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obliga-tion to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement. |
16.4 | Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transfer-able. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant's or any other person's bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise. |
16.5 | Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an "at will" employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, either as an Employee or a Director, or to inter-fere with the right of any Employer to discipline or discharge the Participant at any time. |
16.6 | Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administra-tion of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary. |
16.7 | Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply. |
16.8 | Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions. |
16.9 | Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the laws of the State of Washington without regard to its conflicts of laws principles. |
16.10 | Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below: |
Sterling Savings Bank |
Attn: Human Resources Director |
111 North Wall Street |
Spokane, Washington 99201 |
16.11 | Successors. The provisions of this Plan shall bind and inure to the benefit of the Participant's Employer and its successors and assigns and the Participant and the Participant's designated Beneficiaries. |
16.12 | Spouse's Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable |
16.13 | Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein. |
16.14 | Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person's property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount. |
16.15 | Domestic Relations Orders. If necessary to comply with a domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a Participant has an interest in the Participant's benefits under the Plan, the Committee, shall have the right to immediately distribute the spouse's or former spouse's interest in the Participant's benefits under the Plan to such spouse or former spouse. |
16.16 | Distribution in the Event of Income Inclusion Under 409A. If any portion of a Participant's Account Balance under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, the Committee may determined that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of (i) the portion of his or her Account Balance required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, or (ii) unpaid vested Account Balance. |
16.17 | Deduction Limitation on Benefit Payments. If an Employer reasonably anticipates that the Employer's deduction with respect to any distribution from this Plan would be limited or eliminated by application of Code Section 162(m), then to the extent permitted by Treas. Reg. §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that the entire amount of any distribution from this Plan is deductible. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with additional amounts in accordance with Section 3.7 above. The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of the Participant's death) at the earliest date the Employer reasonably anticipates that the deduction of the payment of the amount will not be limited or eliminated by application of Code Section 162(m). In the event that such date is determined to be after a Participant's Separation from Service and the Participant whom the payment relates is determined to be Specified Employee, then to the extent deemed necessary to comply with Treas. Reg. §1.409A-3(i)(2), the delayed payment shall not be made before the end of the six-month period following such Participant's Separation from Service. |
16.18 | Payment that would Jeopardize Ability of Employer to Continue as a Going Concern. If at the time of a specified payment date the making of a payment would jeopardize the ability of the Employer to continue as a going concern, the payment may be delayed and will be treated as made upon the specified payment date if the payment is made during the first taxable year of the Employer in which the making of the payment would not jeopardize the Employer continuing as a going concern. Additionally, an Employer may delay payment under this provision if such payment would violate a loan covenant or similar contractual obligation, and such violation would jeopardize the ability of the service recipient to continue as a going concern. |
16.19 | Payment that would Violate Securities Laws or other Applicable Law. If an Employer reasonably anticipates that the making of a payment to a Participant under this Plan will violate Federal securities laws or other applicable law, the Employer may delay the payment to such Participant. Any amounts for which distribution is delayed pursuant to this Section shall continue to be credited/debited with additional amounts in accordance with Section 3.9 above. The delayed amounts (and any amounts credited thereon) shall be distributed to the Participant (or his or her Beneficiary in the event of the Participant's death) at the earliest date the Employer reasonably anticipates that the making of the payment will not cause such a violation. |
16.20 | Insurance. The Employers, on their own behalf or on behalf of the trustee of the Trust, and, in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and in such forms as the Trust may choose. The Employers or the trustee of the Trust, as the case may be, shall be the sole owner and beneficiary of any such insurance. The participant shall have no interest whatsoever in any such policy or policies and at the request of the Employers shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Employers have applied for insurance. |
Name of Entity | State of Incorporation | |
Golf Escrow Corporation | WA | |
Klamath First Capital Trust I | DE | |
Lynnwood Financial Statutory Trust I | CT | |
Lynnwood Financial Statutory Trust II | DE | |
Sterling Capital Trust III | DE | |
Sterling Capital Trust IV | DE | |
Sterling Capital Statutory Trust V | CT | |
Sterling Capital Trust VI | DE | |
Sterling Capital Trust VII | DE | |
Sterling Capital Trust VIII | DE | |
Sterling Capital Trust IX | DE | |
Sterling Savings Bank | WA | |
(d/b/a Sonoma Bank in CA) | ||
Tri-Cities Mortgage Corporation (inactive) | WA |
Name of Entity | State of Incorporation | |
Action Mortgage Company (inactive) | WA | |
(d/b/a SSB Mortgage Corporation in CA) | ||
(d/b/a Sterling Mortgage Company in CO) | ||
(d/b/a Action Mortgage Company, Inc. in HI) | ||
(d/b/a SSB Mortgage Company in TX) | ||
(d/b/a Sterling Mortgage Company in UT) | ||
The Dime Service Corporation (inactive) | MT | |
Evergreen Environmental Development Corporation (inactive) | WA | |
Evergreen First Service Corporation (inactive) | WA | |
Sterling Savings Banc Financial Services, Inc. | WA | |
(a subsidiary of Evergreen First Service Corporation) | ||
(d/b/a Sonoma Banc Financial Services in CA) | ||
Fidelity Service Corporation (inactive) | WA | |
INTERVEST-Mortgage Investment Company | WA | |
Mason-McDuffie Financial Corporation | WA | |
(a subsidiary of INTERVEST-Mortgage Investment Company) | ||
Source Capital Corporation (inactive) | WA | |
Peter W. Wong Associates, Inc. (a subsidiary of Source Capital Corporation) | WA | |
Source Capital Leasing Corporation (a subsidiary of Source Capital Corporation) (inactive) | WA |
1. | I have reviewed this annual report on Form 10-K of Sterling Financial Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: February 26, 2013 | By: | /s/ J. Gregory Seibly | |
J. Gregory Seibly | |||
President and Principal Executive Officer |
1. | I have reviewed this annual report on Form 10-K of Sterling Financial Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Dated: February 26, 2013 | By: | /s/ Patrick J. Rusnak | |
Patrick J. Rusnak | |||
Executive Vice President and | |||
Principal Financial Officer |
Dated: February 26, 2013 | By: | /s/ J. Gregory Seibly | |
J. Gregory Seibly | |||
President and Principal Executive Officer |
Dated: February 26, 2013 | By: | /s/ Patrick J. Rusnak | |
Patrick J. Rusnak | |||
Executive Vice President and | |||
Principal Financial Officer |
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