Forward-Looking Information



This Form 10-Q contains certain "forward-looking statements" about the Company
and its subsidiaries within the meaning of the Private Securities Litigation
Reform Act of 1995, including certain plans, strategies, goals, and projections
and including statements about our expectations regarding our operating
expenses, profitability, allowance for loan and lease losses, net interest
margin, net interest income, deposit growth, loan and lease portfolio growth and
production, acquisitions, maintaining capital adequacy, liquidity, goodwill, and
interest rate risk management. All statements contained in this Form 10-Q that
are not clearly historical in nature are forward-looking, and the words
"anticipate," "assume," "intend," "believe," "forecast," "expect," "estimate,"
"plan," "continue," "will," "should," "look forward" and similar expressions are
generally intended to identify forward-looking statements. All forward-looking
statements (including statements regarding future financial and operating
results and future transactions and their results) involve risks, uncertainties
and contingencies, many of which are beyond our control, which may cause actual
results, performance, or achievements to differ materially from anticipated
results, performance or achievements. Actual results could differ materially
from those contained or implied by such forward-looking statements for a variety
of factors, including without limitation:

•the ongoing COVID-19 pandemic continues to affect the Company, its employees,
customers and third-party service providers, and the ultimate extent of the
impacts of the pandemic and related government stimulus programs on its
business, financial position, results of operations, liquidity and prospects is
still uncertain, due in part to the new variants of COVID-19;
•weaker than expected general business and economic conditions, including a
recession, could adversely affect the Company's revenues, the values of its
assets and liabilities, negatively impact loan and deposit growth, and may
impact our borrowers ability to repay their loans;
•our ability to compete effectively against other financial service providers in
our markets;
•the impact of changes in interest rates or levels of market activity,
especially on the fair value of our loan and investment portfolios;
•deterioration, weaker than expected improvement, the rate of inflation, or
other changes in the state of the economy or the markets in which we conduct
business (including the levels of initial public offerings and mergers and
acquisitions), which may affect the ability of borrowers to repay their loans
and the value of real property or other property held as collateral for such
loans;
•changes in credit quality and the effect of credit quality and the current
expected credit loss accounting standard on our provision for credit losses and
allowance for credit losses;
•our ability to attract deposits and other sources of funding or liquidity;
•our ability to efficiently deploy excess liquidity;
•the need to retain capital for strategic or regulatory reasons;
•compression of the net interest margin due to changes in the interest rate
environment, forward yield curves, loan products offered, spreads on newly
originated loans and leases, changes in our asset or liability mix, and/or
changes to the cost of deposits and borrowings;
•impact of the benchmark interest rate reform in the U.S. including the
transition away from the U.S. dollar London Inter-bank Offering Rate ("LIBOR")
to alternative reference rates;
•reduced demand for our services due to strategic or regulatory reasons or
reduced demand for our products due to legislative changes such as new rent
control laws;
•our ability to successfully execute on initiatives relating to enhancements of
our technology infrastructure, including client-facing systems and applications;
•legislative or regulatory requirements or changes, including an increase of
capital requirements, and increased political and regulatory uncertainty;
•the impact on our reputation and business from our interactions with business
partners, counterparties, service providers and other third parties;
•the impact of climate change, public health issues, natural or man-made
disasters such as wildfires, droughts and earthquakes, all of which are
particularly common in California;
•higher than anticipated increases in operating expenses;
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•lower than expected dividends paid from the Bank to the holding company;
•the amount and exact timing of any common stock repurchases will depend upon
market conditions and other factors;
•a deterioration in the overall macroeconomic conditions or the state of the
banking industry that could warrant further analysis of the carrying value of
goodwill and could result in an adjustment to its carrying value resulting in a
non-cash charge;
•the effectiveness of our risk management framework and quantitative models;
•the costs and effects of legal, compliance, and regulatory actions, changes and
developments, including the impact of adverse judgments or settlements in
litigation, the initiation and resolution of regulatory or other governmental
inquiries or investigations, and/or the results of regulatory examinations or
reviews;
•the impact of changes made to tax laws or regulations affecting our business,
including the disallowance of tax benefits by tax authorities and/or changes in
tax filing jurisdictions or entity classifications; and
•our success at managing risks involved in the foregoing items and all other
risk factors described in our audited consolidated financial statements, and
other risk factors described in this Form 10-Q and other documents filed or
furnished by PacWest with the SEC.

All forward-looking statements included in this Form 10-Q are based on
information available at the time the statement is made. We are under no
obligation to (and expressly disclaim any such obligation to) update or alter
our forward-looking statements, whether as a result of new information, future
events or otherwise except as required by law.

Overview

PacWest Bancorp, a Delaware corporation, is a bank holding company registered
under the BHCA, with our corporate headquarters located in Beverly Hills,
California. Our principal business is to serve as the holding company for our
wholly-owned subsidiary, Pacific Western Bank. References to "Pacific Western"
or the "Bank" refer to Pacific Western Bank together with its wholly-owned
subsidiaries. References to "we," "us," or the "Company" refer to PacWest
Bancorp together with its subsidiaries on a consolidated basis. When we refer to
"PacWest" or to the "holding company," we are referring to PacWest Bancorp, the
parent company, on a stand-alone basis.

In managing the top line of our business, we focus on loan growth, loan yield,
deposit cost, and net interest margin. Net interest income, on a year-to-date
basis in 2022, accounted for 92.0% of net revenue (net interest income plus
noninterest income).

At June 30, 2022, the Company had total assets of $41.0 billion, including $26.5
billion of total loans and leases, net of deferred fees, $6.8 billion of
securities available-for-sale, $2.3 billion of securities held-to-maturity, and
$2.2 billion of interest-earning deposits in financial institutions compared to
$40.4 billion of total assets at December 31, 2021, including $22.9 billion of
total loans and leases, net of deferred fees, $10.7 billion of securities
available-for-sale, no securities held-to-maturity, and $3.9 billion of
interest-earning deposits in financial institutions. The $507.4 million increase
in total assets since year-end was due primarily to a $3.6 billion increase in
loans and leases, net of deferred fees, and a $2.3 billion increase in
securities held-to-maturity, offset partially by a $3.9 billion decrease in
securities available-for-sale and a $1.8 billion decrease in interest-earning
deposits in financial institutions. The changes in securities available-for-sale
and securities held-to-maturity was due mainly to a $2.3 billion transfer from
available-for-sale to held-to-maturity during the second quarter of 2022.

At June 30, 2022, the Company had total liabilities of $37.0 billion, including
total deposits of $34.0 billion and borrowings of $1.6 billion, compared to
$36.4 billion of total liabilities at December 31, 2021, including $35.0 billion
of total deposits and no borrowings. The $528.6 million increase in total
liabilities since year-end was due mainly to increases of $1.0 billion in
overnight FHLB borrowings, $1.3 billion in non-core non-maturity deposits, and
$1.2 billion in time deposits, offset partially by a decrease of $3.5 billion in
core deposits. The decrease in core deposits was due primarily to a $3.4 billion
decline in balances from our venture banking clients. At June 30, 2022, core
deposits totaled $29.2 billion, or 86% of total deposits, including $13.3
billion of noninterest-bearing demand deposits, or 39% of total deposits.

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At June 30, 2022, the Company had total stockholders' equity of $4.0 billion
which was virtually unchanged compared to December 31, 2021. The $21.2 million
decrease in stockholders' equity since year-end was due mainly to a $710.7
million decrease in accumulated other comprehensive income (loss) attributable
to the investment securities portfolio going from a net unrealized gain of $66.0
million to a net unrealized loss of $644.8 million, and $60.0 million of cash
dividends paid, offset partially by $498.5 million in net proceeds from our
Series A preferred stock issuance in June 2022 and $242.5 million in net
earnings. Our consolidated Tier 1 capital and total capital ratios increased to
10.15%, and 13.12% at June 30, 2022 due primarily to the Series A preferred
stock issuance, while our consolidated common equity Tier 1 capital ratio
decreased to 8.24% due to risk-weighted assets growing at a higher percentage
than Tier 1 capital and the exclusion of Series A preferred stock from this
capital calculation.

Recent Events

Preferred Stock Issuance

On June 6, 2022, the Company issued and sold 20,530,000 depositary shares (the
"Depositary Shares"), each representing a 1/40th ownership interest in a share
of the Company's 7.75% fixed rate reset non-cumulative, non-convertible,
perpetual preferred stock, Series A, par value $0.01 per share (the "Series A
preferred stock"), with a liquidation preference of $1,000 per share of Series A
preferred stock (equivalent to $25.00 per Depositary Share). The Series A
preferred stock qualifies as Tier 1 capital for purposes of the regulatory
capital calculations. The gross proceeds were $513.3 million while net proceeds
from the issuance of the Series A preferred stock, after deducting $14.7 million
of offering costs including the underwriting discount and other expenses, were
$498.5 million. A total of 513,250 shares of Series A preferred stock was
issued. For additional information regarding the Series A preferred stock
issuance, see Note 15. Stockholders' Equity.

Stock Repurchase Program



On February 15, 2022, PacWest's Board of Directors authorized a new Stock
Repurchase Program, effective March 1, 2022, to repurchase shares of its common
stock for an aggregate purchase price not to exceed $100 million with a program
maturity date of February 28, 2023.

Key Performance Indicators

Among other factors, our operating results generally depend on the following key performance indicators:

The Level of Net Interest Income



Net interest income is the excess of interest earned on our interest-earning
assets over the interest paid on our interest-bearing liabilities. Net interest
margin is net interest income (annualized if related to a quarterly period)
expressed as a percentage of average interest-earning assets. Tax equivalent net
interest income is net interest income increased by an adjustment for tax-exempt
interest on certain loans and investment securities based on a 21% federal
statutory tax rate. Tax equivalent net interest margin is calculated as tax
equivalent net interest income divided by average interest-earning assets.

Net interest income is affected by changes in both interest rates and the volume
of average interest-earning assets and interest-bearing liabilities. Our primary
interest-earning assets are loans and investment securities, and our primary
interest-bearing liabilities are deposits and borrowings. Contributing to our
strong net interest margin is our strong yield on loans and leases and
competitive cost of deposits. While our deposit balances will fluctuate
depending on deposit holders' perceptions of alternative yields available in the
market, we seek to minimize the impact of these variances by attracting a high
percentage of noninterest-bearing deposits.

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Loan and Lease Growth



We actively seek new lending opportunities in an array of lending products. Our
lending activities include real estate mortgage loans, real estate construction
and land loans, commercial loans and leases, and a small amount of consumer
lending. Our commercial real estate loans and real estate construction loans are
secured by a range of property types. Our commercial loans and leases portfolio
is diverse and generally includes various asset-secured loans, equipment-secured
loans and leases, venture capital loans to support venture capital firms'
operations and the operations of entrepreneurial and venture-backed companies
during the various phases of their early life cycles, and secured business
loans.

Our loan origination process emphasizes credit quality. On occasion, to augment
our internal loan production, we have purchased loans such as multi-family loans
from other banks, private student loans from third-party lenders, and, most
recently, single-family residential mortgage loans. Prior to our acquisition of
Civic, we also purchased loans from Civic. These loan purchases help us manage
the concentrations in our portfolio as they diversify the geographic,
interest-rate risk, credit risk, and product composition of our loan portfolio.
Achieving net loan growth is subject to many factors, including maintaining
strict credit standards, competition from other lenders, and borrowers that opt
to prepay loans.

The Magnitude of Credit Losses



We emphasize credit quality in originating and monitoring our loans and leases,
and we measure our success by the levels of our classified loans and leases,
nonaccrual loans and leases, and net charge-offs. We maintain an allowance for
credit losses on loans and leases, which is the sum of the allowance for loan
and lease losses and the reserve for unfunded loan commitments. Provisions for
credit losses are charged to operations as and when needed for both on and
off-balance sheet credit exposures. Loans and leases that are deemed
uncollectable are charged off and deducted from the allowance for loan and lease
losses. Recoveries on loans and leases previously charged off are added to the
allowance for loan and lease losses. The provision for credit losses on the loan
and lease portfolio is based on our allowance methodology, which considers the
impact of assumptions and is reflective of historical experience, economic
forecasts viewed to be reasonable and supportable by management, the current
loan and lease composition, and relative credit risks known as of the balance
sheet date. For originated and acquired credit-deteriorated loans, a provision
for credit losses may be recorded to reflect credit deterioration after the
origination date or after the acquisition date, respectively.

We regularly review loans and leases to determine whether there has been any
deterioration in credit quality resulting from borrower operations or changes in
collateral value or other factors which may affect collectability of our loans
and leases. Changes in economic conditions, such as the rate of economic growth,
the unemployment rate, rate of inflation, increases in the general level of
interest rates, declines in real estate values, changes in commodity prices, and
adverse conditions in borrowers' businesses, could negatively impact our
borrowers and cause us to adversely classify loans and leases. An increase in
classified loans and leases generally results in increased provisions for credit
losses and an increased allowance for credit losses. Any deterioration in the
commercial real estate market may lead to increased provisions for credit losses
because our loans are concentrated in commercial real estate loans.

The Level of Noninterest Expense



Our noninterest expense includes fixed and controllable overhead, the largest
components of which are compensation and occupancy expense. It also includes
costs that tend to vary based on the volume of activity, such as loan and lease
production and the number and complexity of foreclosed assets. We measure
success in controlling both fixed and variable costs through monitoring of the
efficiency ratio, which is calculated by dividing noninterest expense (less
intangible asset amortization, net foreclosed assets expense (income), goodwill
impairment, and acquisition, integration and reorganization costs) by net
revenues (the sum of tax equivalent net interest income plus noninterest income,
less gain (loss) on sale of securities and gain (loss) on sales of assets other
than loans and leases).

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The following table presents the calculation of our efficiency ratio for the
periods indicated:

                                                          Three Months Ended                       Six Months Ended
                                                               June 30,                                June 30,
Efficiency Ratio                                       2022                 2021                2022               2021
                                                                           (Dollars in thousands)
Noninterest expense                               $   183,645          $  

151,750          $ 351,071          $ 301,886
Less:        Intangible asset amortization              3,649                2,889              7,298              5,968
             Foreclosed assets income, net                (28)                (119)            (3,381)              (118)
             Acquisition, integration and
             reorganization costs                           -                  200                  -              3,625
             Noninterest expense used for
             efficiency ratio                     $   180,024          $   148,780          $ 347,154          $ 292,411

Net interest income (tax equivalent)              $   327,801          $   270,083          $ 640,452          $ 534,718
Noninterest income                                     34,346               40,371             55,164             85,200
             Net revenues                             362,147              310,454            695,616            619,918
Less:        (Loss) gain on sale of securities         (1,209)                   -             (1,105)               101
             Net revenues used for efficiency
             ratio                                $   363,356          $   310,454          $ 696,721          $ 619,817

Efficiency ratio                                         49.5  %              47.9  %            49.8  %            47.2  %


Critical Accounting Policies and Estimates



Our accounting policies are fundamental to understanding management's discussion
and analysis of results of operations and financial condition. We identify
critical policies and estimates as those that require management to make
particularly difficult, subjective, and/or complex judgments about matters that
are inherently uncertain and because of the likelihood that materially different
amounts would be reported under different conditions or using different
assumptions. These policies and estimates relate to the allowance for credit
losses on loans and leases held for investment, the carrying value of goodwill
and other intangible assets, and the realization of deferred income tax assets
and liabilities.

Our critical accounting policies and estimates are described in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Form 10-K.


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Non-GAAP Measurements



We use certain non-GAAP financial measures to provide meaningful supplemental
information regarding the Company's operational performance and to enhance
investors' overall understanding of such financial performance. The methodology
for determining these non-GAAP measures may differ among companies. We used the
following non-GAAP measures in this Form 10-Q:

•Return on average tangible common equity, tangible common equity ratio, and
tangible book value per common share: Given that the use of these measures is
prevalent among banking regulators, investors, and analysts, we disclose them in
addition to the related GAAP measures of return on average equity, equity to
assets ratio, and book value per common share, respectively. The reconciliations
of these non-GAAP measurements to the GAAP measurements are presented in the
following tables for and as of the periods presented.

                                                                               Three Months Ended                         Six Months Ended
                                                                                    June 30,                                  June 30,
Return on Average Tangible Common Equity                                    2022                 2021                 2022                 2021
                                                                                                  (Dollars in thousands)
Net earnings                                                           $   122,360          $   180,512          $   242,488          $   330,918
Add:                    Intangible asset amortization                        3,649                2,889                7,298                5,968
                        Adjusted net earnings used for return on
                        average
                        tangible common equity                         $   126,009          $   183,401          $   249,786          $   336,886

Average stockholders' equity                                           $ 3,652,368          $ 3,739,042          $ 3,749,386          $ 3,678,481
Less:                   Average intangible assets                        1,445,333            1,224,208            1,447,184            1,208,581
Less:                   Average preferred stock                            137,100                    -               68,929                    -
                        Average tangible common equity                 $ 2,069,935          $ 2,514,834          $ 2,233,273          $ 2,469,900

Return on average equity (1)                                                 13.44  %             19.36  %             13.04  %             18.14  %
Return on average tangible common equity (2)                                 24.42  %             29.25  %             22.55  %             27.51  %


___________________________________

(1) Annualized net earnings divided by average stockholders' equity. (2) Annualized adjusted net earnings divided by average tangible common equity.



Tangible Common Equity Ratio and                                 June 30,             December 31,
Tangible Book Value Per Common Share                               2022                   2021
                                                             (Dollars in 

thousands, except per share


                                                                              data)
Stockholders' equity                                         $   3,978,403           $  3,999,630
Less: Preferred stock                                              498,516                      -
Total common equity                                              3,479,887              3,999,630
Less: Intangible assets                                          1,443,395              1,450,693
Tangible common equity                                       $   2,036,492           $  2,548,937

Total assets                                                 $  40,950,723           $ 40,443,344
Less: Intangible assets                                          1,443,395              1,450,693
Tangible assets                                              $  39,507,328           $ 38,992,651

Equity to assets ratio                                                9.72   %               9.89  %
Tangible common equity ratio (1)                                      5.15   %               6.54  %
Book value per common share                                  $       28.93           $      33.45
Tangible book value per common share (2)                     $       16.93           $      21.31
Shares outstanding                                             120,288,024            119,584,854

_______________________________________

(1) Tangible common equity divided by tangible assets. (2) Tangible common equity divided by shares outstanding.


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Results of Operations

Earnings Performance

The following table presents performance metrics for the periods indicated:



                                                   Three Months Ended                         Six Months Ended
                                                        June 30,                                  June 30,
                                               2022                  2021                 2022               2021
                                                         (Dollars in thousands, except per share data)
Earnings Summary:
Interest income                           $    350,518          $    280,505          $ 673,422          $  553,842
Interest expense                               (26,593)              (14,197)           (40,780)            (26,265)
Net interest income                            323,925               266,308            632,642             527,577
Provision for credit losses                    (11,500)               88,000            (11,500)            136,000
Noninterest income                              34,346                40,371             55,164              85,200
Noninterest expense                           (183,645)             (151,750)          (351,071)           (301,886)
Earnings before income taxes                   163,126               242,929            325,235             446,891
Income tax expense                             (40,766)              (62,417)           (82,747)           (115,973)
Net earnings                              $    122,360          $    180,512          $ 242,488          $  330,918

Per Common Share Data:
Diluted earnings per common share         $       1.02          $       1.52          $    2.03          $     2.78
Book value per common share               $      28.93          $      

32.17


Tangible book value per common share (1)  $      16.93          $      21.95

Performance Ratios:
Return on average assets                          1.23  %               2.11  %            1.22  %             2.03  %
Return on average tangible common equity
(1)                                              24.42  %              29.25  %           22.55  %            27.51  %
Net interest margin (tax equivalent)              3.56  %               3.40  %            3.50  %             3.53  %
Yield on average loans and leases (tax
equivalent)                                       4.65  %               5.18  %            4.66  %             5.19  %
Cost of average total deposits                    0.18  %               0.10  %            0.13  %             0.11  %
Efficiency ratio                                  49.5  %               47.9  %            49.8  %             47.2  %

Capital Ratios (consolidated):
Common equity tier 1 capital ratio                8.24  %              10.41  %
Tier 1 capital ratio                             10.15  %              10.41  %
Total capital ratio                              13.12  %              14.99  %
Risk-weighted assets                      $ 33,009,455          $ 24,274,256


_____________________________

(1) See "- Non-GAAP Measurements."


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Second Quarter of 2022 Compared to Second Quarter of 2021



Net earnings for the second quarter of 2022 were $122.4 million, or $1.02 per
diluted share, compared to net earnings for the second quarter of 2021 of $180.5
million, or $1.52 per diluted share. The $58.2 million decrease in net earnings
from the second quarter of 2021 was due mainly to a higher provision for credit
losses of $99.5 million, lower noninterest income of $6.0 million and higher
noninterest expense of $31.9 million, offset partially by higher net interest
income of $57.6 million and lower income tax expense of $21.7 million. The
increase in the provision for credit losses for the second quarter of 2022 from
the second quarter of 2021 was due to an $11.5 million provision in the second
quarter of 2022 compared to a provision benefit of $88.0 million in the second
quarter of 2021. The provision in the second quarter of 2022 was due primarily
to the growth in unfunded loan commitments of $2.0 billion in the quarter. The
provision benefit in the second quarter of 2021 was due mainly to improvement in
both macroeconomic forecast variables and loan portfolio credit quality metrics
along with decreased provisions for individually evaluated loans and unfunded
loan commitments. Noninterest income decreased due primarily to decreases of
$4.0 million in warrant income, $1.3 million in dividends and gains (losses) on
equity investments, and $1.4 million in gain on sale of loans and leases, with
the first two items attributable mostly to a decrease in capital markets
activity in 2022. Noninterest expense increased primarily due to an increase of
$11.7 million in compensation expense, due mostly to the incremental expense of
the higher headcount in 2022 from the acquired operations of the HOA Business in
2021 and increased levels of loan production in 2022. Net interest income
increased due mainly to higher income on loans and leases and investment
securities due primarily to higher average balances, offset partially by higher
interest expense on interest-bearing liabilities due mainly to higher average
balances and rates. The decrease in income tax expense was due primarily to
lower pre-tax earnings in the second quarter of 2022 compared to the second
quarter of 2021.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021



Net earnings for the six months ended June 30, 2022 were $242.5 million, or
$2.03 per diluted share, compared to a net earnings for the six months ended
June 30, 2021 of $330.9 million, or $2.78 per diluted share. The $88.4 million
decrease in net earnings from the year-ago period was due mainly to a higher
provision for credit losses of $147.5 million, lower noninterest income of $30.0
million, and higher noninterest expense of $49.2 million, offset partially by
higher net interest income of $105.1 million and lower income tax expense of
$33.2 million. The increase in the provision for credit losses for the six
months ended June 30, 2022 from the year-ago period was due to an $11.5 million
provision in the six months ended June 30, 2022 compared to a provision benefit
of $136.0 million in the six months ended June 30, 2021. The provision in the
six months ended June 30, 2022 was due primarily to the growth in unfunded loan
commitments of $2.9 billion during the period. The provision benefit in the six
months ended June 30, 2021 was due mainly to improvement in both macroeconomic
forecast variables and loan portfolio credit quality metrics. Noninterest income
decreased due primarily to decreases of $23.6 million in dividends and gains
(losses) on equity investments and $9.5 million in warrant income, attributable
mostly to a decrease in capital markets activity in 2022. Noninterest expense
increased primarily due to an increase of $24.1 million in compensation expense,
due mostly to the incremental expense of the higher headcount in 2022 from the
acquired operations of Civic and the HOA Business in 2021 and increased levels
of loan production in 2022. Net interest income increased due mainly to higher
income on loans and leases and investment securities due primarily to higher
average balances, offset partially by higher interest expense on
interest-bearing liabilities due mainly to higher average balances and rates.
The decrease in income tax expense was due primarily to lower pre-tax earnings
in the six months ended June 30, 2022 compared to the year-ago period.
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Net Interest Income



The following tables summarize the distribution of average assets, liabilities,
and stockholders' equity, as well as interest income and yields earned on
average interest-earning assets and interest expense and rates paid on average
interest-bearing liabilities, presented on a tax equivalent basis, for the
periods indicated:

                                                                              Three Months Ended
                                                        June 30, 2022                                     June 30, 2021
                                                           Interest       Yields                             Interest       Yields
                                             Average       Income/         and                 Average       Income/         and
                                             Balance       Expense        Rates                Balance       Expense        Rates
                                                                            (Dollars in thousands)
ASSETS:
Loans and leases (1)(2)(3)               $ 25,449,773    $ 295,154           4.65  %       $ 19,057,420    $ 246,147           5.18  %
Investment securities (2)(4)                9,488,653       54,910           2.32  %          6,492,721       36,111           2.23  %

Deposits in financial institutions 1,984,751 4,330

  0.88  %          6,347,764        2,022           0.13  %

Total interest­earning assets (2) 36,923,177 354,394


  3.85  %         31,897,905      284,280           3.57  %
Other assets                                3,108,714                                         2,428,207
Total assets                             $ 40,031,891                                      $ 34,326,112

LIABILITIES AND
STOCKHOLDERS' EQUITY:
Interest checking                        $  6,517,381        3,816           0.23  %       $  7,235,726        2,394           0.13  %
Money market                               10,553,942        8,448           0.32  %          8,484,933        3,318           0.16  %
Savings                                       650,479           41           0.03  %            598,225           36           0.02  %
Time                                        1,939,816        3,057           0.63  %          1,498,169        1,521           0.41  %
Total interest­bearing deposits            19,661,618       15,362           0.31  %         17,817,053        7,269           0.16  %
Borrowings                                  1,356,616        2,441           0.72  %            225,446          265           0.47  %
Subordinated debt                             863,653        8,790           4.08  %            735,725        6,663           3.63  %

Total interest­bearing liabilities 21,881,887 26,593

   0.49  %         18,778,224       14,197           0.30  %
Noninterest­bearing demand deposits        13,987,398                                        11,304,757
Other liabilities                             510,238                                           504,089
Total liabilities                          36,379,523                                        30,587,070
Stockholders' equity                        3,652,368                                         3,739,042
Total liabilities and stockholders'
equity                                   $ 40,031,891                                      $ 34,326,112
Net interest income (2)                                  $ 327,801                                         $ 270,083
Net interest rate spread (2)                                                 3.36  %                                           3.27  %
Net interest margin (2)                                                      3.56  %                                           3.40  %

Total deposits (5)                       $ 33,649,016    $  15,362           0.18  %       $ 29,121,810    $   7,269           0.10  %


_____________________
(1)  Includes nonaccrual loans and leases and loan fees. Includes tax-equivalent
adjustments related to tax-exempt interest on loans.
(2)  Tax equivalent.
(3)  Includes net loan premium amortization of $5.8 million and $1.5 million for
the three months ended June 30, 2022 and 2021, respectively.
(4)  Includes tax-equivalent adjustments of $2.0 million and $2.2 million for
the three months ended June 30, 2022 and 2021, respectively, related to
tax-exempt interest on investment securities. The federal statutory rate
utilized was 21%.
(5)  Total deposits is the sum of interest-bearing deposits and
noninterest-bearing demand deposits. The cost of total deposits is calculated as
annualized interest expense on total deposits divided by average total deposits.
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                                                                               Six Months Ended
                                                        June 30, 2022                                     June 30, 2021
                                                           Interest       Yields                             Interest       Yields
                                             Average       Income/         and                 Average       Income/         and
                                             Balance       Expense        Rates                Balance       Expense        Rates
                                                                            (Dollars in thousands)
ASSETS:
Loans and leases (1)(2)(3)               $ 24,446,967    $ 564,675           4.66  %       $ 18,992,727    $ 488,993           5.19  %
Investment securities (2)(4)                9,940,670      110,504           2.24  %          5,940,995       68,440           2.32  %

Deposits in financial institutions 2,530,921 6,053

  0.48  %          5,573,300        3,550           0.13  %

Total interest­earning assets (2) 36,918,558 681,232


  3.72  %         30,507,022      560,983           3.71  %
Other assets                                3,039,450                                         2,372,015
Total assets                             $ 39,958,008                                      $ 32,879,037

LIABILITIES AND
STOCKHOLDERS' EQUITY:
Interest checking                        $  6,804,407        5,592           0.17  %       $  6,821,101        4,626           0.14  %
Money market                               10,702,374       11,909           0.22  %          8,231,870        6,596           0.16  %
Savings                                       646,615           80           0.02  %            585,662           71           0.02  %
Time                                        1,611,039        3,989           0.50  %          1,495,731        3,476           0.47  %
Total interest­bearing deposits            19,764,435       21,570           0.22  %         17,134,364       14,769           0.17  %
Borrowings                                    830,453        2,602           0.63  %            225,748          458           0.41  %
Subordinated debt                             863,613       16,608           3.88  %            601,658       11,038           3.70  %

Total interest­bearing liabilities 21,458,501 40,780

   0.38  %         17,961,770       26,265           0.29  %
Noninterest­bearing demand deposits        14,224,217                                        10,742,233
Other liabilities                             525,904                                           496,553
Total liabilities                          36,208,622                                        29,200,556
Stockholders' equity                        3,749,386                                         3,678,481
Total liabilities and stockholders'
equity                                   $ 39,958,008                                      $ 32,879,037
Net interest income (2)                                  $ 640,452                                         $ 534,718
Net interest rate spread (2)                                                 3.34  %                                           3.42  %
Net interest margin (2)                                                      3.50  %                                           3.53  %

Total deposits (5)                       $ 33,988,652    $  21,570           0.13  %       $ 27,876,597    $  14,769           0.11  %


_____________________
(1)  Includes nonaccrual loans and leases and loan fees. Includes tax-equivalent
adjustments related to tax-exempt interest on loans.
(2)  Tax equivalent.
(3)  Includes net loan premium amortization of $11.5 million and $2.7 million
for the six months ended June 30, 2022 and 2021, respectively.
(4)  Includes tax-equivalent adjustments of $4.2 million and $4.2 million for
the six months ended June 30, 2022 and 2021, respectively, related to tax-exempt
interest on investment securities. The federal statutory rate utilized was 21%.
(5)  Total deposits is the sum of interest-bearing deposits and
noninterest-bearing demand deposits. The cost of total deposits is calculated as
annualized interest expense on total deposits divided by average total deposits.
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Second Quarter of 2022 Compared to Second Quarter of 2021



Net interest income increased by $57.6 million to $323.9 million for the second
quarter of 2022 compared to $266.3 million for the second quarter of 2021 due
mainly to higher income on loans and leases and investment securities, offset
partially by higher interest expense. The increase in interest income on loans
and leases was attributable to a higher average balance, offset partially by a
lower yield on average loans and leases. The tax equivalent yield on average
loans and leases was 4.65% for the second quarter of 2022, compared to 5.18% for
the same quarter of 2021. The increase in interest income on investment
securities was due to a higher average balance. The increase in interest expense
was due to a higher cost and balance of average interest-bearing liabilities.

The tax equivalent NIM was 3.56% for the second quarter of 2022 compared to
3.40% for the comparable quarter last year. The increase in the tax equivalent
NIM was due mostly to the change in the mix of average interest-earning assets,
offset partially by the lower yield on average loans and leases. The change in
the mix of average interest-earning assets was due to the increase in the
balance of average loans and leases and investment securities as a percentage of
average interest-earning assets from 80% to 95% and the decrease in the balance
of average deposits in financial institutions as a percentage of average
interest-earning assets from 20% to 5%. The balance of average loans and leases
increased by $6.4 billion, the balance of average investment securities
increased by $3.0 billion, and the balance of average deposits in financial
institutions declined by $4.4 billion.

The cost of average total deposits increased to 0.18% for the second quarter of
2022 from 0.10% for the second quarter of 2021 due mainly to higher average
balances and rates on higher-cost wholesale and brokered time deposits, as well
as higher market rates on our deposit products. Average wholesale and brokered
time deposits increased by $630.1 million to $1.9 billion for the second quarter
of 2022 from $1.2 billion for the second quarter of 2021.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021



Net interest income increased by $105.1 million to $632.6 million for the six
months ended June 30, 2022 compared to $527.6 million for the six months ended
June 30, 2021 due mainly to higher income on loans and leases and investment
securities, offset partially by higher interest expense. The increase in
interest income on loans and leases was attributable to a higher average
balance, offset partially by a lower yield on average loans and leases. The tax
equivalent yield on average loans and leases was 4.66% for the six months ended
June 30, 2022 compared to 5.19% for the same period in 2021. The increase in
interest income on investment securities was due to a higher average balance.
The increase in interest expense was due to a higher balance and cost of average
interest-bearing liabilities.

The tax equivalent NIM was 3.50% for the six months ended June 30, 2022 compared
to 3.53% for the same period last year. The decrease in the tax equivalent NIM
was due mostly to the lower yields on average loans and leases and investment
securities, offset partially by the change in the mix of average
interest-earning assets. The change in the mix of average interest-earning
assets was due to the increase in the balance of average loans and leases and
investment securities as a percentage of average interest-earning assets from
82% to 93% and the decrease in the balance of average deposits in financial
institutions as a percentage of average interest-earning assets from 18% to 7%.
The balance of average loans and leases increased by $5.5 billion, the balance
of average investment securities increased by $4.0 billion, and the balance of
average deposits in financial institutions declined by $3.0 billion.

The cost of average total deposits increased to 0.13% for the six months ended June 30, 2022 from 0.11% for the same period last year due mainly to higher market rates on our deposit products.


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Provision for Credit Losses

The following table sets forth the details of the provision for credit losses on loans and leases held for investment and held-to-maturity securities and information regarding credit quality metrics for the periods indicated:



                                                   Three Months Ended                       Six Months Ended
                                                        June 30,                                June 30,
                                                2022                2021                2022                2021
                                                                     (Dollars in thousands)
Provision For Credit Losses:
(Reduction in) addition to allowance for
loan and lease losses                       $  (10,000)         $  (72,000)         $  (12,000)         $ (125,000)
Addition to (reduction in) reserve for
unfunded
loan commitments                                20,000             (16,000)             22,000             (11,000)
Total loan-related provision                $   10,000          $  (88,000)

$ 10,000 $ (136,000)


  Addition to allowance for
held-to-maturity securities                      1,500                   -               1,500                   -
Total provision for credit losses           $   11,500          $  (88,000)

$ 11,500 $ (136,000)



Credit Quality Metrics:
Net recoveries on loans and leases
held for investment (1)                     $   (1,307)         $   (5,155)         $     (141)         $   (2,419)
Annualized net recoveries to average loans
and leases                                       (0.02) %            (0.11) %                -  %            (0.03) %
At quarter-end:
Allowance for credit losses                 $  283,776          $  300,171
Allowance for credit losses to loans and
leases held
for investment                                    1.07  %             1.54  %
Allowance for credit losses to nonaccrual
loans and leases
held for investment                              361.4  %            528.4  %
Nonaccrual loans and leases held for
investment                                  $   78,527          $   56,803

Performing TDRs held for investment $ 11,723 $ 40,129 Classified loans and leases held for investment

$  104,264          $  147,267
Special mention loans and leases held for
investment                                  $  480,261          $  536,052

______________________


(1)  See "- Balance Sheet Analysis - Allowance for Credit Losses on Loans and
Leases Held for Investment" for detail of charge-offs and recoveries by loan
portfolio segment, class, and subclass for the periods presented.
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Provisions for credit losses are charged to earnings for the allowance for loan
and lease losses, the reserve for unfunded loan commitments, and the allowance
for credit losses on held-to-maturity securities. The provision for credit
losses on our loans and leases held for investment is based on our allowance
methodology and is an expense that, in our judgment, is required to maintain an
adequate allowance for credit losses. For further details on our loan-related
allowance for credit losses methodology, see "- Balance Sheet Analysis -
Allowance for Credit Losses on Loans and Leases Held for Investment" contained
herein.

Second Quarter of 2022 Compared to Second Quarter of 2021



The provision for credit losses increased by $99.5 million to a provision of
$11.5 million for the second quarter of 2022 compared to a provision benefit of
$88.0 million for the second quarter of 2021. During the second quarter of 2022,
the $10.0 million loan-related provision was primarily attributable to growth in
unfunded loan commitments. We also recorded a $1.5 million provision on
held-to-maturity securities related to the $2.3 billion transfer from
available-for-sale securities during the quarter and the estimated current
expected credit loss on those held-to-maturity securities. During the second
quarter of 2021, a provision benefit was recorded as a result of improvement in
both macro-economic forecast variables and loan portfolio credit quality
metrics.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021



The provision for credit losses increased by $147.5 million to a provision of
$11.5 million for the six months ended June 30, 2022 compared to a provision
benefit of $136.0 million for the six months ended June 30, 2021. During the six
months ended June 30, 2022, the $10.0 million loan-related provision was
primarily attributable to growth in unfunded loan commitments. We also recorded
a $1.5 million provision on held-to-maturity securities related to the $2.3
billion transfer from available-for-sale securities during the second quarter of
2022 and the estimated current expected credit loss on those held-to-maturity
securities. During the six months ended June 30, 2021, a provision benefit was
recorded as a result of improvement in both macro-economic forecast variables
and loan portfolio credit quality metrics.

Certain circumstances may lead to increased provisions for credit losses in the
future. Examples of such circumstances include deterioration in economic
conditions and forecasts, an increased amount of classified and/or criticized
loans and leases, and net loan and lease and unfunded commitment growth.
Deterioration in economic conditions and forecasts include the rate of economic
growth, the unemployment rate, the rate of inflation, changes in the general
level of interest rates, changes in real estate values, and adverse conditions
in borrowers' businesses. See further discussion in "- Balance Sheet Analysis -
Allowance for Credit Losses on Loans and Leases Held for Investment" contained
herein.

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Noninterest Income



The following table summarizes noninterest income by category for the periods
indicated:

                                                Three Months Ended                      Six Months Ended
                                                     June 30,                               June 30,
Noninterest Income                           2022                2021               2022               2021
                                                                     (In thousands)
Leased equipment income                  $   12,335          $  10,847          $  25,429          $   22,201
Other commissions and fees                   10,813             10,704             22,393              19,862
Service charges on deposit accounts           3,634              3,452              7,205               6,386
Gain on sale of loans and leases                 12              1,422                 72               1,561
(Loss) gain on sale of securities            (1,209)                 -             (1,105)                101
Dividends and gains (losses) on equity
investments                                   4,097              5,394             (7,278)             16,298
Warrant income                                1,615              5,650              2,244              11,773
Other                                         3,049              2,902              6,204               7,018
Total noninterest income                 $   34,346          $  40,371          $  55,164          $   85,200

Second Quarter of 2022 Compared to Second Quarter of 2021



Noninterest income decreased by $6.0 million to $34.3 million for the second
quarter of 2022 compared to $40.4 million for the second quarter of 2021 due
mainly to decreases of $4.0 million in warrant income, $1.3 million in dividends
and gains (losses) on equity investments, and $1.4 million in gain on sale of
loans and leases. The first two items decreased due to decreased capital market
activity in 2022 and volatility resulting from geopolitical tensions and
inflationary pressures. Warrant income decreased due principally to fewer gains
from exercised warrants, driven by the less active capital markets in 2022. The
decrease in dividends and gains (losses) on equity investments was due primarily
to lower gains on sales of equity investments, offset partially by higher fair
value gains on equity investments still held. The decrease in gain on sale of
loans and leases resulted from the sale of $4.3 million of loans for a gain of
$12,000 for the second quarter of 2022 compared to sales of $52.2 million of
loans for a gain of $1.4 million for the second quarter of 2021.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021



Noninterest income decreased by $30.0 million to $55.2 million for the six
months ended June 30, 2022 compared to $85.2 million for the six months ended
June 30, 2021 due mainly to decreases of $23.6 million in dividends and gains
(losses) on equity investments and $9.5 million in warrant income. These two
items declined due to decreased capital market activity in 2022 and volatility
resulting from geopolitical tensions and inflationary pressures. The decrease in
dividends and gains (losses) on equity investments was due primarily to lower
gains on sales of equity investments. Warrant income decreased due principally
to fewer gains from exercised warrants, driven by the less active capital
markets in 2022.

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Noninterest Expense

The following table summarizes noninterest expense by category for the periods indicated:



                                                Three Months Ended                       Six Months Ended
                                                     June 30,                                June 30,
Noninterest Expense                          2022                2021                2022                2021
                                                                      (In thousands)
Compensation                             $  102,542          $   90,807          $  194,782          $  170,689
Occupancy                                    15,268              14,784              30,468              28,838
Customer related expense                     11,748               4,973              24,403               9,791
Data processing                               9,258               7,758              18,887              14,715
Leased equipment depreciation                 8,934               8,614              18,123              17,583
Loan expense                                  7,037               4,031              12,194               7,224
Other professional services                   6,726               5,256              12,680              10,382
Insurance and assessments                     5,632               3,745              11,122               8,648
Intangible asset amortization                 3,649               2,889               7,298               5,968
Acquisition, integration and
reorganization costs                              -                 200                   -               3,625
Foreclosed assets income, net                   (28)               (119)             (3,381)               (118)
Other                                        12,879               8,812              24,495              24,541
Total noninterest expense                $  183,645          $  151,750          $  351,071          $  301,886

Second Quarter of 2022 Compared to Second Quarter of 2021



Noninterest expense increased by $31.9 million to $183.6 million for the second
quarter of 2022 compared to $151.8 million for the second quarter of 2021 due
primarily to increases of $11.7 million in compensation expense, $6.8 million in
customer related expense, $4.1 million in other expense, and $3.0 million in
loan expense attributable mostly to the incremental expense related to the
increased headcount and operations in 2022 due to the HOA Business operation
that was acquired in 2021and increased levels of loan production in 2022.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021



Noninterest expense increased by $49.2 million to $351.1 million for the six
months ended June 30, 2022 compared to $301.9 million for the six months ended
June 30, 2021 due mainly to increases of $24.1 million in compensation expense,
$14.6 million customer related expense, $5.0 million in loan expense, and $4.2
million in data processing expense attributable mostly to the incremental
expense related to the increased headcount and operations in 2022 due to the
Civic and HOA Business operations that were acquired in 2021 and increased
levels of loan production in 2022.

Income Taxes



The effective tax rate for the second quarter of 2022 was 25.0% compared to
25.7% for the second quarter of 2021. The effective tax rate for the six months
ended June 30, 2022 was 25.4% compared to 26.0% for the six months ended
June 30, 2021. The lower effective tax rates in 2022 were due primarily to the
higher tax credits in the second quarter of 2022. The Company's blended
statutory tax rate for federal and state is 27.5% and the effective tax rate for
the full year 2022 is estimated to be in the range of 25-27%.
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