CU Bancorp - FORM 10-Q - November 6, 2015

CU Bancorp - FORM 10-Q - November 6, 2015

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EX-3.2 - EX-3.2 - CU Bancorp	d94066dex32.htm
EX-31.2 - EX-31.2 - CU Bancorp	d94066dex312.htm
EX-32.1 - EX-32.1 - CU Bancorp	d94066dex321.htm
EX-10.2 - EX-10.2 - CU Bancorp	d94066dex102.htm
EX-10.1 - EX-10.1 - CU Bancorp	d94066dex101.htm
EX-31.1 - EX-31.1 - CU Bancorp	d94066dex311.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-35683

CU BANCORP

(Exact name of registrant as specified in its charter)


California		90-0779788
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

818 West 7^th Street, Suite 220 Los Angeles, California		90017
(Address of principal executive offices)		(Zip Code)

(213) 430-7000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of November 3, 2015 the number of shares outstanding of the registrant’s no par value Common Stock was 17,034,659.

CU BANCORP

September 30, 2015 FORM 10-Q

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

ITEM 1.	Financial Statements

	Consolidated Balance Sheets September 30, 2015 (Unaudited) and December 31, 2014	3

	Consolidated Statements of Income Three and Nine Months Ended September 30, 2015 and 2014 (Unaudited)	4

	Consolidated Statements of Comprehensive Income Three and Nine Months Ended September 30, 2015 and 2014 (Unaudited)	5

	Consolidated Statements of Changes in Shareholders’ Equity Nine Months Ended September 30, 2015 (Unaudited)	6

	Consolidated Statements of Cash Flows Nine Months Ended September 30, 2015 and 2014 (Unaudited)	7

	Notes to the Consolidated Financial Statements (Unaudited)	8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	41
	Overview	42
	Results of Operations	47
	Financial Condition	58
	Liquidity	63
	Dividends	64
	Regulatory Matters	65

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	68

ITEM 4.	Controls and Procedures	70

PART II. OTHER INFORMATION		71

ITEM 1.	Legal Proceedings	71
ITEM 1A.	Risk Factors	71
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
ITEM 3.	Defaults Upon Senior Securities	71
ITEM 4.	Mine Safety Disclosures	71
ITEM 5.	Other Information	71
ITEM 6.	Exhibits	71

Signatures		72

Page 2 of 72

CU BANCORP

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)


	September 30, 2015			December 31, 2014
	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	41,929		$	33,996
Interest earning deposits in other financial institutions		269,298			98,590

Total cash and cash equivalents		311,227			132,586
Certificates of deposit in other financial institutions		58,674			76,433
Investment securities available-for-sale, at fair value		256,085			226,962
Investment securities held-to-maturity, at amortized cost		43,269			47,147

Total investment securities		299,354			274,109
Loans		1,771,347			1,624,723
Allowance for loan loss		(14,965	)		(12,610	)

Net loans		1,756,382			1,612,113
Premises and equipment, net		4,981			5,377
Deferred tax assets, net		17,241			16,504
Other real estate owned, net		1,292			850
Goodwill		63,950			63,950
Core deposit and leasehold right intangibles		8,138			9,547
Bank owned life insurance		49,548			38,732
Accrued interest receivable and other assets		33,220			34,916

Total Assets	$	2,604,007		$	2,265,117

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Non-interest bearing demand deposits	$	1,248,348		$	1,032,634
Interest bearing transaction accounts		257,853			206,544
Money market and savings deposits		691,292			643,675
Certificates of deposit		62,320			64,840

Total deposits		2,259,813			1,947,693
Securities sold under agreements to repurchase		16,698			9,411
Subordinated debentures, net		9,657			9,538
Accrued interest payable and other liabilities		19,491			19,283

Total Liabilities		2,305,659			1,985,925

Commitments and Contingencies (Note 14)		—			—

SHAREHOLDERS’ EQUITY
Serial Preferred Stock – authorized, 50,000,000 shares: Series A, non-cumulative perpetual preferred stock, $1,000 per share liquidation preference, 16,400 shares authorized, issued and outstanding at September 30, 2015 and December 31, 2014, respectively		16,739			16,004
Common stock – authorized, 75,000,000 shares no par value, 16,870,936 shares issued and 16,910,936 shares outstanding at September 30, 2015, and 16,683,856 shares issued and outstanding at December 31, 2014		227,823			226,389
Additional paid-in capital		21,810			19,748
Retained earnings		31,713			16,861
Accumulated other comprehensive income		263			190

Total Shareholders’ Equity		298,348			279,192

Total Liabilities and Shareholders’ Equity	$	2,604,007		$	2,265,117

The accompanying notes are an integral part of these consolidated financial statements.

Page 3 of 72

CU BANCORP

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Dollars in thousands, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Interest Income
Interest and fees on loans	$	21,689	$	12,401	$	62,239	$	36,691
Interest on investment securities		1,124		589		3,355		1,557
Interest on interest bearing deposits in other financial institutions		293		248		741		665

Total Interest Income		23,106		13,238		66,335		38,913

Interest Expense
Interest on interest bearing transaction accounts		105		70		303		194
Interest on money market and savings deposits		427		225		1,218		681
Interest on certificates of deposit		53		58		150		169
Interest on securities sold under agreements to repurchase		9		8		21		27
Interest on subordinated debentures		110		109		326		323

Total Interest Expense		704		470		2,018		1,394

Net Interest Income		22,402		12,768		64,317		37,519
Provision for loan losses		705		35		2,831		518

Net Interest Income After Provision For Loan Losses		21,697		12,733		61,486		37,001

Non-Interest Income
Gain on sale of SBA loans, net		640		331		1,278		936
Deposit account service charge income		1,159		631		3,453		1,891
Other non-interest income		1,189		1,042		3,960		2,750

Total Non-Interest Income		2,988		2,004		8,691		5,577

Non-Interest Expense
Salaries and employee benefits (includes stock based compensation expense of $810 and $445 for the three months, and $2,130 and $1,332 for the nine months ended September 30, 2015 and 2014, respectively)		9,744		6,066		28,175		17,886
Occupancy		1,465		999		4,300		2,970
Data processing		596		472		1,872		1,423
Legal and professional		412		456		1,914		1,390
FDIC deposit assessment		370		195		1,054		596
Merger expenses		146		631		498		1,128
OREO valuation write-downs and expenses		153		8		179		14
Office services expenses		383		219		1,204		721
Other operating expenses		1,798		985		5,696		3,150

Total Non-Interest Expense		15,067		10,031		44,892		29,278

Net Income Before Provision for Income Tax Expense		9,618		4,706		25,285		13,300
Provision for income tax expense		3,355		2,157		9,556		5,699

Net Income	$	6,263	$	2,549	$	15,729	$	7,601
Preferred stock dividends and discount accretion		293		—		877		—

Net Income available to common shareholders	$	5,970	$	2,549	$	14,852	$	7,601

Earnings Per Share
Basic earnings per share	$	0.36	$	0.23	$	0.90	$	0.70
Diluted earnings per share	$	0.35	$	0.23	$	0.88	$	0.68

The accompanying notes are an integral part of these consolidated financial statements.

Page 4 of 72

CU BANCORP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Net Income	$	6,263	$	2,549	$	15,729	$	7,601
Other Comprehensive Income, net of tax:
Net change in unrealized gains on available-for-sale investment securities		311		8		73		408

Other Comprehensive Income		311		8		73		408

Comprehensive Income	$	6,574	$	2,557	$	15,802	$	8,009

The accompanying notes are an integral part of these consolidated financial statements.

Page 5 of 72

CU BANCORP

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY

For the Nine Months Ended September 30, 2015

(Unaudited)

(Dollars in thousands)


	Preferred Stock				Common Stock
	Outstanding Shares		Amount		Issued Shares			Amount		Additional Paid in Capital			Retained Earnings			Accumulated Other Comprehensive Income		Total Shareholders’ Equity
Balance at December 31, 2014		16,400	$	16,004		16,683,856		$	226,389	$	19,748		$	16,861		$	190	$	279,192
Net issuance of restricted stock		—		—		68,625			—		—			—			—		—
Exercise of stock options		—		—		158,315			1,434		—			—			—		1,434
Stock based compensation expense related to employee stock options and restricted stock		—		—		—			—		2,130			—			—		2,130
Restricted stock repurchase		—		—		(39,860	)		—		(856	)		—			—		(856	)
Excess tax benefit – stock based compensation		—		—		—			—		788			—			—		788
Preferred stock dividends and discount accretion		—		735		—			—		—			(877	)		—		(142	)
Net Income		—		—		—			—		—			15,729			—		15,729
Other Comprehensive Income		—		—		—			—		—			—			73		73

Balance at September 30, 2015		16,400		16,739		16,870,936		$	227,823	$	21,810		$	31,713		$	263	$	298,348

The accompanying notes are an integral part of these consolidated financial statements.

Page 6 of 72

CU BANCORP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)


	Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities:
Net income:	$	15,729		$	7,601
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		2,831			518
Provision for unfunded loan commitments		87			76
Stock based compensation expense		2,130			1,332
Depreciation		1,062			725
Net accretion of discounts/premiums for loans acquired and deferred loan fees/costs		(1,038	)		(3,947	)
Net amortization from investment securities		2,343			1,133
Increase in bank owned life insurance		(947	)		(463	)
Amortization of core deposit intangibles		1,262			203
Amortization of time deposit premium		(10	)		(13	)
Net amortization of leasehold right intangible asset and liabilities		4			158
Accretion of subordinated debenture discount		119			119
Valuation write-downs on OREO		133			—
Gain on sale of SBA loans, net		(1,278	)		(936	)
Decrease (increase) in deferred tax assets		(790	)		1,176
Decrease in accrued interest receivable and other assets		2,484			1,838
Increase (decrease) in accrued interest payable and other liabilities		(327	)		255
Net excess in tax benefit on stock compensation		(788	)		(477	)
Increase (decrease) in fair value of derivative swap liability		591			(364	)

Net cash provided by operating activities		23,597			8,934

Cash flows from investing activities:
Purchases of available-for-sale investment securities		(57,597	)		(48,656	)
Proceeds from repayment and maturities from investment securities		30,135			15,157
Loans originated, net of principal payments		(145,359	)		(40,495	)
Purchases of premises and equipment		(666	)		(842	)
Net increase (decrease) in certificates of deposit in other financial institutions		17,759			(14,166	)
Purchase of bank owned life insurance		(9,869	)		—

Net cash (used in) investing activities		(165,597	)		(89,002	)

Cash flows from financing activities:
Net increase in Non-interest bearing demand deposits		215,714			66,059
Net increase (decrease) in Interest bearing transaction accounts		51,309			(9,836	)
Net increase (decrease) in Money market and savings deposits		47,617			(14,970	)
Net decrease in Certificates of deposit		(2,510	)		(10,716	)
Net increase in Securities sold under agreements to repurchase		7,287			2,477
Net proceeds from stock options exercised		1,434			1,277
Restricted stock repurchase		(856	)		(246	)
Dividends paid on preferred stock		(142	)		—
Net excess in tax benefit on stock compensation		788			477

Net cash provided by financing activities		320,641			34,522

Net increase (decrease) in cash and cash equivalents		178,641			(45,546	)
Cash and cash equivalents, beginning of year		132,586			241,287

Cash and cash equivalents, end of period	$	311,227		$	195,741


Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	2,127		$	1,301
Cash paid during the period for taxes	$	6,767		$	2,550
Supplemental disclosures of non-cash investing activities:
Net change in unrealized gain on available-for-sale investment securities, net of tax	$	73		$	408
Loans transferred to other real estate owned	$	575		$	219

The accompanying notes are an integral part of these consolidated financial statements

Page 7 of 72

CU BANCORP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

(Unaudited)

Note 1 - Basis of Financial Statement Presentation

CU Bancorp (the “Company”) is a bank holding company whose operating subsidiary is California United Bank. CU Bancorp was established to facilitate the reorganization and merger of Premier Commercial Bank, N.A. into California United Bank, which took place after the close of business on July 31, 2012. As a bank holding company, CU Bancorp is subject to regulation of the Federal Reserve Board (“FRB”). The term “Company”, as used throughout this document, refers to the consolidated financial statements of CU Bancorp and California United Bank.

California United Bank (the “Bank”) is a full-service commercial business bank offering a broad range of banking products and services including: deposit services, lending and cash management to small and medium-sized businesses, to non-profit organizations, to business principals and entrepreneurs, to the professional community, including attorneys, certified public accountants, financial advisors, healthcare providers and investors. The Bank opened for business in 2005, with its current headquarters office located in Los Angeles, California. As a state chartered non-member bank, the Bank is subject to regulation by the California Department of Business Oversight, (the “DBO”) and the Federal Deposit Insurance Corporation (“FDIC”). The deposits of the Bank are insured by the FDIC to the maximum amount allowed by law.

The consolidated financial statements include the accounts of the Company and the Bank. Significant intercompany items have been eliminated in consolidation. The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission.

CU Bancorp is the common shareholder of Premier Commercial Statutory Trust I, Premier Commercial Statutory Trust II, and Premier Commercial Statutory Trust III, entities which were acquired in the merger with Premier Commercial Bancorp (“PC Bancorp”). These trusts were established for the sole purpose of issuing trust preferred securities and do not meet the criteria for consolidation in accordance with Accounting Standards Codification (“ASC”) 810, Consolidations. For more detail, see Note 9 –Borrowings and Subordinated Debentures.

Certain information and footnote disclosures presented in the annual consolidated financial statements are not included in the interim consolidated financial statements. Accordingly, the accompanying unaudited interim consolidated financial statements should be read in conjunction with our 2014 Annual Report on Form 10-K. In the opinion of management, the accompanying consolidated financial statements contain all necessary adjustments of a normal recurring nature, to present fairly the consolidated financial position of the Company and the results of its operations for the interim periods presented.

Use of Estimates in the Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In addition, these accounting principles require the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements.

Estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan loss and various assets and liabilities measured at fair value. While management uses the most current available information to recognize losses on loans, future additions to the allowance for loan loss may be necessary based on, among other factors, changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan loss. Regulatory agencies may require the Company to recognize additions to the allowance for loan loss based on their judgment about information available to them at the time of their examination.

Business Segments

The Company is organized and operated as a single reporting segment, principally engaged in commercial business banking. The Company conducts its lending and deposit operations through ten full service branch offices located in Los Angeles, Orange, Ventura and San Bernardino counties.

Page 8 of 72

Note 2 - Recent Accounting Pronouncements

In November 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity. This ASU will require an entity to determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument issued in the form of a share, including the embedded derivative feature that is being evaluated for separate accounting from the host contract when evaluating whether the host contract is more akin to debt or equity. In evaluating the stated and implied substantive terms and features, the existence or omission of any single term or feature does not necessarily determine the economic characteristics and risks of the host contract. Although an individual term or feature may weigh more heavily in the evaluation on the basis of facts and circumstances, an entity should use judgment based on an evaluation of all the relevant terms and features. ASU 2014-16 is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the ASU is effective for fiscal years ending after December 15, 2015, and interim periods within fiscal years thereafter. The effects of initially adopting the amendments should be applied on a modified retrospective basis to existing hybrid financial instruments issued in the form of a share as of the beginning of the fiscal year for which the amendment is effective. Retrospective application is permitted to all relevant prior periods. Early adoption, including adoption in an interim period, is permitted. If an entity early adopts the amendments in an interim period, any adjustments shall be reflected as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of this ASU to have an impact on the Company’s financial position or results of operations.

In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis to improve targeted areas of the consolidation guidance and reduce the number of consolidation models. The Company may either apply the amendments retrospectively or use a modified retrospective approach. ASU 2015-02 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

In April 2015, the FASB issued ASU 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. ASU 2015-03 simplifies the presentation of debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts. ASU 2015-03 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted if the guidance is applied as of the beginning of the annual period of adoption. The Company does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which replaced existing revenue recognition guidance for contracts to provide goods or services to customers and amended existing guidance related to recognition of gains and losses on the sale of certain nonfinancial assets such as real estate. ASU 2014-09 established a principles-based approach to recognizing revenue that applies to all contracts other than those covered by other authoritative GAAP guidance. Quantitative and qualitative disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows were also required. ASU 2014-09 was to be effective for interim and annual periods beginning after December 15, 2016 was to be applied on either a modified retrospective or full retrospective basis. In response to stakeholders’ requests to defer the effective date required by ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), in August 2015, the FASB issued ASU 2015-14 which defers the original effective date for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in ASU 2015-14 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

In August 2015, the FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30), Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The Company does not expect the adoption of this ASU to have a material effect on its consolidated financial statements.

Page 9 of 72

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805), Simplifying the Accounting for Measurement Period Adjustments. GAAP requires that during the measurement period, the acquirer retrospectively adjust the provisional amounts recognized at the acquisition date with a corresponding adjustment to goodwill. Those adjustments are required when new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts initially recognized or would have resulted in the recognition of additional assets or liabilities. The acquirer also must revise comparative information for prior periods presented in the financial statements as needed, including revising depreciation, amortization, or other income effects as a result of changes made to provisional amounts. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the amendments in ASU 2015-16 eliminate the requirement to retrospectively account for those adjustments. For public business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not been issued. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments in this ASU should be applied prospectively to adjustments to provisional amounts that occur after the effective date of this ASU with earlier application permitted for financial statements that have not yet been made available for issuance. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.

Page 10 of 72

Note 3 - Business Combinations

On November 30, 2014, the Company completed the merger with 1st Enterprise Bank (“1st Enterprise”) pursuant to the terms of the Agreement and Plan of Merger dated June 2, 2014, as amended (“Merger Agreement”). 1st Enterprise was merged with and into the Bank, with the Bank continuing as the surviving entity in the merger. Pursuant to the terms and conditions set forth in the Merger Agreement, each outstanding share of 1st Enterprise common stock (other than shares as to which the holder exercised dissenters’ rights) was converted into the right to receive 1.3450 of a share of CU Bancorp common stock, resulting in five million shares of CU Bancorp common stock issued. The fair value of the five million shares of common stock issued as part of the consideration paid ($103 million) was determined based on the closing market price ($19.60) of CU Bancorp common stock on November 30, 2014. The 16,400 shares of 1st Enterprise Non-Cumulative Perpetual Preferred Stock, Series D were converted into the right to receive 16,400 shares of CU Bancorp’s Non-Cumulative Perpetual Preferred Stock, Series A (“CU Bancorp Preferred Stock”). The U.S. Department of the Treasury is the sole holder of all outstanding shares of CU Bancorp Preferred Stock. As part of the Merger Agreement, CU Bancorp adopted the 1st Enterprise 2006 Stock Incentive Plan, as amended, as its own equity plan and all stock options granted by 1st Enterprise thereunder are exercisable for CU Bancorp common stock on substantially the same terms but adjusted to reflect the exchange ratio set forth in the Merger Agreement. See Note 16—Stock Options and Restricted Stock, in the Company’s 2014 Form 10-K, for more details. The merger was accounted for by the Company using the acquisition method of accounting. Accordingly, the assets and liabilities of 1st Enterprise were recorded at their respective fair values at acquisition date and represents management’s estimates based on available information.

In connection with the merger, the consideration paid, the assets acquired, and the liabilities assumed were recorded at fair value on the date of acquisition, as summarized in the following table (dollars in thousands):


	November 30, 2014
Assets acquired:
Cash and due from banks	$	8,739
Interest earning deposits in other financial institutions		11,554
Investment securities available-for-sale		117,407
Investment securities held-to-maturity		47,457
Loans		553,183
Premises and equipment, net		1,830
Deferred tax asset		5,682
Goodwill		51,658
Core deposit and leasehold right intangibles		7,533
Bank owned life insurance		16,871
Accrued interest receivable and other assets		11,583

Total assets acquired	$	833,497

Liabilities assumed:
Deposits	$	703,358
Accrued interest payable and other liabilities		1,856

Total liabilities assumed	$	705,214

Total consideration paid:
CU Bancorp common stock issued	$	102,712
CU Bancorp preferred stock issued		15,921
Fair value of 1st Enterprise stock options		9,561
Cash paid to a dissenter shareholder		87
Cash in lieu of fractional shares paid to 1st Enterprise shareholders		2

Total Consideration	$	128,283

1st Enterprise operated as a full-service independent commercial banking institution in the Southern California market with three branches located in downtown Los Angeles, Orange County and the Inland Empire and a loan production office in the San Fernando Valley. 1st Enterprise and the Bank had complementary business models and both had developed strong commercial banking platforms and production capabilities, low-cost deposit bases and robust credit cultures.

The Company expensed approximately $146,000 of merger expenses for the three months ended September 30, 2015 and $631,000 for the three months ended September 30, 2014. For the nine months ended September 30, 2015 and September 30, 2014, the Company expensed approximately $498,000 and $1 million of merger expenses, respectively.

Page 11 of 72

The other intangible assets are primarily related to core deposits and are being amortized on an accelerated basis over a period of approximately ten years in proportion to the related estimated benefits. The assets and liabilities of 1st Enterprise were accounted for at fair value and required either a third party analysis or an internal valuation analysis of fair value. An analysis was performed on loans, investment securities, contractual lease obligations, deferred compensation, deposits, premises and equipment, other assets, other liabilities and preferred stock as of the merger date. Balances that were considered to be at fair value at the date of acquisition were cash and cash equivalents, bank owned life insurance, derivatives, other assets (interest receivable), and certain other liabilities (interest payable). The Company made significant estimates and exercised significant judgment in estimating fair values and accounting for such acquired assets and liabilities. Such fair values are preliminary estimates and are subject to adjustment for up to one year after the merger date. For tax purposes, acquisition accounting adjustments, including goodwill, are not taxable or deductible.

The Company estimated the fair value for most loans acquired from 1^st Enterprise by utilizing a methodology wherein loans with comparable characteristics were aggregated by type of collateral, whether loans are fixed, adjustable, interest only or have balloon structures. Other considerations included risk ratings, delinquency history, performance status (accrual or non-accrual) and other relevant factors. The discounted cash flow approach (“DCF”) was used to arrive at the fair value of the loans acquired. Projected cash flows were determined by estimating future credit losses and prepayment rates, which were then discounted to present value at a risk-adjusted discount rate for similar loans.

There was no carryover of 1^st Enterprise’s allowance for loan losses associated with the loans acquired as the loans were initially recorded at fair value.

Purchased Credit Impaired (“PCI”) loans are accounted for under ASC 310-30 and non-PCI loans are accounted for under ASC 310-20. PCI loans are acquired loans with evidence of deterioration of credit quality since origination and it is probable at the acquisition date, that the Company will not be able to collect all contractually required amounts. When the timing and/or amounts of expected cash flows on such loans are not reasonably estimable, no interest is accreted and the loan is reported as a non-accrual loan; otherwise, if the timing and amounts of expected cash flows for PCI loans are reasonably estimable, then interest is accreted and the loans are reported as accruing loans. The non-accretable difference represents the difference between the undiscounted contractual cash flows and the undiscounted expected cash flows, and also reflects the estimated credit losses in the acquired loan portfolio at the acquisition date, which can fluctuate due to changes in expected cash flows during the life of the PCI loans.

The following table presents the fair value of loans pursuant to accounting standards for PCI and non-PCI loans as of the 1^st Enterprise acquisition date (dollars in thousands):


	November 30, 2014
	PCI loans			Non-PCI loans			Total
Contractually required payments	$	577		$	569,276		$	569,853
Less: non-accretable difference		(108	)		—			(108	)

Cash flows expected to be collected (undiscounted)		469			569,276			569,745
Accretable yield		—			(16,562	)		(16,562	)

Fair value of acquired loans	$	469		$	552,714		$	553,183

Page 12 of 72

Note 4 - Computation of Book Value and Tangible Book Value per Common Share

Book value per common share was calculated by dividing total shareholders’ equity less preferred stock, by the number of common shares issued. Tangible book value per common share was calculated by dividing tangible common equity, by the number of common shares issued. The tables below present the computation of book value and tangible book value per common share as of the dates indicated (dollars in thousands, except share and per share data):


	September 30, 2015		December 31, 2014
Total Shareholders’ Equity	$	298,348	$	279,192
Less: Preferred stock		16,739		16,004
Less: Goodwill		63,950		63,950
Less: Core deposit and leasehold right intangibles		8,138		9,547

Tangible common equity	$	209,521	$	189,691

Common shares issued		16,870,936		16,683,856
Book value per common share	$	16.69	$	15.78

Tangible book value per common share	$	12.42	$	11.37

Note 5 - Computation of Earnings per Common Share

Basic and diluted earnings per common share were determined by dividing the net income by the applicable basic and diluted weighted average common shares outstanding. The following table shows weighted average basic shares outstanding, potential dilutive shares related to stock options, unvested restricted stock and restricted stock units, and weighted average diluted shares for the periods indicated (dollars in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Net Income	$	6,263	$	2,549	$	15,729	$	7,601
Less: Preferred stock dividends and discount accretion		293		—		877		—

Net Income available to common shareholders	$	5,970	$	2,549	$	14,852	$	7,601

Weighted average basic common shares outstanding		16,541,380		10,986,065		16,477,206		10,937,507
Dilutive effect of potential common share issuances from stock options, restricted stock and restricted stock units		456,684		203,837		446,296		210,154

Weighted average diluted common shares outstanding		16,998,064		11,189,902		16,923,502		11,147,661

Income per common share
Basic	$	0.36	$	0.23	$	0.90	$	0.70
Diluted	$	0.35	$	0.23	$	0.88	$	0.68
Anti-dilutive shares not included in the calculation of diluted earnings per share		—		81,000		43,259		82,625

Page 13 of 72

Note 6 - Investment Securities

The investment securities portfolio has been classified into two categories: available-for-sale (“AFS”) and held-to-maturity (“HTM”).

The following tables present the amortized cost, gross unrealized gains and losses, and fair values of investment securities by major category as of the dates indicated (dollars in thousands):


			Gross Unrealized
September 30, 2015	Amortized Cost		Gains		Losses		Fair Value
Available-for-sale:
U.S. Govt Agency and Sponsored Agency - Note Securities	$	1,018	$	4	$	—	$	1,022
U.S. Govt Agency - SBA Securities		76,238		665		371		76,532
U.S. Govt Agency - GNMA Mortgage-Backed Securities		32,607		243		252		32,598
U.S. Govt Sponsored Agency - CMO & Mortgage-Backed Securities		97,568		622		285		97,905
Corporate Securities		4,023		29		—		4,052
Municipal Securities		1,017		3		—		1,020
Asset Backed Securities		8,113		—		254		7,859
U.S. Treasury Notes		35,047		50		—		35,097

Total available-for-sale		255,631		1,616		1,162		256,085
Held-to-maturity:
Municipal Securities		43,269		224		71		43,422

Total held-to-maturity		43,269		224		71		43,422

Total investment securities	$	298,900	$	1,840	$	1,233	$	299,507


			Gross Unrealized
December 31, 2014	Amortized Cost		Gains		Losses		Fair Value
Available-for-sale:
U.S. Govt Agency and Sponsored Agency - Note Securities	$	2,036	$	2	$	—	$	2,038
U.S. Govt Agency - SBA Securities		54,062		770		345		54,487
U.S. Govt Agency - GNMA Mortgage-Backed Securities		29,364		255		277		29,342
U.S. Govt Sponsored Agency - CMO & Mortgage-Backed Securities		107,348		457		577		107,228
Corporate Securities		4,043		77		—		4,120
Municipal Securities		1,039		11		—		1,050
Asset Backed Securities		8,711		1		40		8,672
U.S. Treasury Notes		20,031		—		6		20,025

Total available-for-sale		226,634		1,573		1,245		226,962
Held-to-maturity:
Municipal Securities		47,147		169		157		47,159

Total held-to-maturity		47,147		169		157		47,159

Total investment securities	$	273,781	$	1,742	$	1,402	$	274,121

The Company’s investment securities portfolio at September 30, 2015, consists of U.S. Treasury Notes, U.S. Agency and U.S. Sponsored Agency issued AAA and AA rated investment-grade securities, asset backed securities, investment grade corporate bond securities, and municipal securities. At September 30, 2015 and December 31, 2014, securities with a market value of $203 million and $148.8 million, respectively, were pledged as collateral for securities sold under agreements to repurchase, public deposits, outstanding standby letters of credit, bankruptcy deposits, and other purposes as required by various statutes and agreements. See Note 9 – Borrowings and Subordinated Debentures.

Page 14 of 72

The Company did not have any sales of securities during the three and nine months ended September 30, 2015 and 2014.

The following tables present the gross unrealized losses and fair values of AFS and HTM investment securities that were in unrealized loss positions, summarized and classified according to the duration of the loss period as of the dates indicated (dollars in thousands).


	< 12 Continuous Months				> 12 Continuous Months				Total
September 30, 2015	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Temporarily-impaired available-for-sale investment securities:
U.S. Govt. Agency SBA Securities	$	27,938	$	204	$	11,904	$	167	$	39,842	$	371
U.S. Govt. Agency – GNMA Mortgage-Backed Securities		8,569		69		7,421		183		15,990		252
U.S. Govt. Sponsored Agency – CMO & Mortgage-Backed Securities		38,563		194		4,079		91		42,642		285
Asset Backed Securities		7,859		254		—		—		7,859		254

Total temporarily-impaired available-for-sale investment securities	$	82,929	$	721	$	23,404	$	441	$	106,333	$	1,162

Temporarily-impaired held-to-maturity investment securities:
Municipal Securities	$	10,932	$	71	$	—	$	—	$	10,932	$	71

Total temporarily-impaired held-to-maturity investment securities	$	10,932	$	71	$	—	$	—	$	10,932	$	71


	< 12 Continuous Months				> 12 Continuous Months				Total
December 31, 2014	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Temporarily-impaired available-for-sale investment securities:
U.S. Govt. Agency SBA Securities	$	10,688	$	87	$	10,095	$	258	$	20,783	$	345
U.S. Govt. Agency – GNMA Mortgage-Backed Securities		12,784		65		8,784		212		21,568		277
U.S. Govt. Sponsored Agency – CMO & Mortgage-Backed Securities		64,360		413		6,584		164		70,944		577
Asset Backed Securities		4,849		40		—		—		4,849		40
U.S Treasury Notes		20,025		6		—		—		20,025		6

Total temporarily-impaired available-for-sale investment securities	$	112,706	$	611	$	25,463	$	634	$	138,169	$	1,245

Temporarily-impaired held-to-maturity investment securities:
Municipal Securities	$	23,966	$	157	$	—	$	—	$	23,966	$	157

Total temporarily-impaired held-to-maturity investment securities	$	23,966	$	157	$	—	$	—	$	23,966	$	157

The unrealized losses in each of the above categories are associated with the general fluctuation of market interest rates and are not an indication of any deterioration in the credit quality of the security issuers. Further, the Company does not intend to sell these securities and is not more-likely-than-not to be required to sell the securities before the recovery of its amortized cost basis. Accordingly, the Company had no securities that were classified as other-than-temporarily impaired at September 30, 2015 or December 31, 2014, and did not recognize any impairment charges in the consolidated statements of income.

Page 15 of 72

The amortized cost, fair value and average yield of debt securities at September 30, 2015, are reflected in the table below (dollars in thousands). Maturity categories are determined as follows:

•

U.S. Govt. Agency, U.S. Treasury Notes and U.S. Govt. Sponsored Agency bonds and notes – maturity date

•

U.S. Govt. Sponsored Agency CMO or Mortgage-Backed Securities, U.S. Govt. Agency GNMA Mortgage-Backed Securities, Asset Backed Securities and U.S. Gov. Agency SBA Securities – estimated cash flow taking into account estimated pre-payment speeds

•

Investment grade Corporate Bonds and Municipal Securities – the earlier of the maturity date or the expected call date

Although, U.S. Government Agency and U.S. Government Sponsored Agency Mortgage-Backed and CMO securities have contractual maturities through 2048, the expected maturity will differ from the contractual maturities because borrowers or issuers may have the right to prepay such obligations without penalties.


	September 30, 2015
Maturities Schedule of Securities (Dollars in thousands)	Amortized Cost		Fair Value		Weighted Average Yield
Available-for-sale:
Due through one year	$	51,864	$	52,087		1.22	%
Due after one year through five years		100,939		101,176		1.50	%
Due after five years through ten years		64,028		63,949		1.85	%
Due after ten years		38,800		38,873		2.45	%

Total available-for-sale		255,631		256,085		1.67	%
Held-to-maturity:
Due through one year		3,743		3,747		2.04	%
Due after one year through five years		31,557		31,646		1.52	%
Due after five years through ten years		7,969		8,029		1.94	%

Total held-to-maturity		43,269		43,422		1.65	%

Total investment securities	$	298,900	$	299,507		1.67	%

The weighted average yields in the above table are based on effective rates of book balances at the end of the period. Yields are derived by dividing interest income, adjusted for amortization of premiums and accretion of discounts, by total amortized cost.

Investment in FHLB Common Stock

The Company’s investment in the common stock of the FHLB of San Francisco is carried at cost and was $8.0 million as of September 30, 2015 and December 31, 2014. The investment in FHLB stock is periodically evaluated for impairment based on, among other things, the capital adequacy of the FHLB and its overall financial condition. Based on the current financial condition of the FHLB and our intent and ability to hold this investment for a period of time sufficient to recover our recorded investment, no impairment losses have been recorded through September 30, 2015. The FHLB also paid a special dividend of $296,000 in the second quarter of 2015.

See Note 9 - Borrowings and Subordinated Debentures for a detailed discussion regarding the Company’s borrowings and the requirements to purchase FHLB common stock. See Note 5 - Investment Securities in the Company’s December 31, 2014 10-K for additional discussion on the Company’s evaluation and accounting for its investment in FHLB common stock.

Page 16 of 72

Note 7 - Loans

The following table presents the composition of the Company’s loan portfolio as of the dates indicated (dollars in thousands):


	September 30, 2015		December 31, 2014
*Commercial and Industrial Loans:*	$	556,462	$	528,517

*Loans Secured by Real Estate:*
Owner-Occupied Nonresidential Properties		376,579		339,309
Other Nonresidential Properties		515,402		481,517
Construction, Land Development and Other Land		94,353		72,223
1-4 Family Residential Properties		125,635		121,985
Multifamily Residential Properties		65,275		52,813

Total Loans Secured by Real Estate		1,177,244		1,067,847

*Other Loans:*		37,641		28,359

Total Loans	$	1,771,347	$	1,624,723

The following table is a breakout of the Company’s loan portfolio stratified by the industry concentration of the borrower by their respective NAICS code as of the dates indicated (dollars in thousands):


	September 30, 2015		December 31, 2014
Real Estate	$	811,868	$	744,663
Manufacturing		167,152		161,233
Wholesale		129,952		124,336
Construction		154,085		113,763
Finance		113,956		96,074
Hotel/Lodging		101,239		88,269
Professional Services		53,147		64,215
Other Services		47,041		45,781
Healthcare		47,359		43,917
Retail		36,777		35,503
Administrative Management		26,164		28,016
Restaurant/Food Service		31,884		24,525
Transportation		21,596		18,158
Information		8,756		15,457
Education		9,192		10,253
Entertainment		5,610		8,284
Other		5,569		2,276

Total	$	1,771,347	$	1,624,723

SBA Loans

As part of the acquisition of PC Bancorp, the Company acquired loans that were originated under the guidelines of the Small Business Administration (“SBA”) program. The total portfolio of the SBA contractual loan balances being serviced by the Company at September 30, 2015 was $109 million, of which $77 million has been sold. Of the $32 million remaining on the Company’s books, $25 million is un-guaranteed and $7 million is guaranteed by the SBA.

For SBA guaranteed loans, a secondary market exists to purchase the guaranteed portion of these loans with the Company continuing to “service” the entire loan. The secondary market for guaranteed loans is comprised of investors seeking long term assets with yields that adapt to the prevailing interest rates. These investors are typically financial institutions, insurance companies, pension funds, and other types of investors specializing in the acquisition of this product. When a decision to sell the guaranteed portion of an SBA loan is made by the Company, bids are solicited from secondary market investors and the loan is normally sold to the highest bidder.

Page 17 of 72

At September 30, 2015, there were no loans classified as held for sale. At September 30, 2015, the balance of SBA 7a loans originated during the quarter is $2 million, of which $1 million is guaranteed by the SBA. The Company does not currently plan on selling these loans, but it may choose to do so in the future.

Allowance for Loan Loss

The following table is a summary of the activity for the allowance for loan loss for the periods indicated (dollars in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Allowance for loan loss at beginning of period	$	14,124		$	11,284		$	12,610		$	10,603
Provision for loan losses		705			35			2,831			518
Net (charge-offs) recoveries:
Charge-offs		(42	)		(8	)		(933	)		(165	)
Recoveries		178			37			457			392

Net (charge-offs) recoveries		136			29			(476	)		227

Allowance for loan loss at end of period	$	14,965		$	11,348		$	14,965		$	11,348

Net (charge-offs) recoveries to average loans		0.01	%		0.00	%		(0.03	)%		(0.02	)%


	September 30, 2015			December 31, 2014
Allowance for loan loss to total loans		0.84	%		0.78	%
Allowance for loan loss to total loans accounted for at historical cost, which excludes loans and the related allowance for loans acquired through acquisition		1.30	%		1.39	%

The allowance for losses on unfunded loan commitments to extend credit is primarily related to commercial lines of credit and construction loans. The amount of unfunded loan commitments at September 30, 2015 and December 31, 2014 was $765 million and $720 million, respectively. The inherent risk associated with a loan is evaluated at the same time the credit is extended. However, the allowance held for the commitments is reported in other liabilities within the accompanying consolidated balance sheets and not as part of the allowance for loan loss in the above table. The allowance for losses on unfunded loan commitments to extend credit was $561,000 and $471,000 at September 30, 2015 and December 31, 2014, respectively.

Page 18 of 72

The following tables present, by portfolio segment, the changes in the allowance for loan loss and the recorded investment in loans as of the dates and for the periods indicated (dollars in thousands):


	Commercial and Industrial		Construction, Land Development and Other Land			Commercial and Other Real Estate			Other		Total
Three Months Ended September 30, 2015
Allowance for loan loss – Beginning balance	$	6,244	$	1,607		$	5,799		$	474	$	14,124
Provision for loan losses		181		371			143			10		705
Net (charge-offs) recoveries:
Charge-offs		—		—			(42	)		—		(42	)
Recoveries		177		—			1			—		178

Net (charge offs) recoveries		177		—			(41	)		—		136

Ending balance	$	6,602	$	1,978		$	5,901		$	484	$	14,965


Three Months Ended September 30, 2014
Allowance for loan loss – Beginning balance	$	5,385	$	1,422		$	4,426		$	51	$	11,284
Provision for loan losses		333		(205	)		(429	)		336		35
Net (charge-offs) recoveries:
Charge-offs		—		—			(8	)		—		(8	)
Recoveries		36		—			1			—		37

Net (charge-offs) recoveries		36		—			(7	)		—		29

Ending balance	$	5,754	$	1,217		$	3,990		$	387	$	11,348


	Commercial and Industrial			Construction, Land Development and Other Land		Commercial and Other Real Estate			Other		Total
Nine Months Ended September 30, 2015
Allowance for loan loss – Beginning balance	$	5,864		$	1,684	$	4,802		$	260	$	12,610
Provision for loan losses		1,176			294		1,137			224		2,831
Net (charge-offs) recoveries:
Charge-offs		(891	)		—		(42	)		—		(933	)
Recoveries		453			—		4			—		457

Net (charge-offs) recoveries		(438	)		—		(38	)		—		(476	)

Ending balance	$	6,602		$	1,978	$	5,901		$	484	$	14,965


Nine Months Ended September 30, 2014
Allowance for loan loss – Beginning balance	$	5,534		$	1,120	$	3,886		$	63	$	10,603
Provision for loan losses		25			97		72			324		518
Net (charge-offs) recoveries:
Charge-offs		(93	)		—		(72	)		—		(165	)
Recoveries		288			—		104			—		392

Net (charge-offs) recoveries		195			—		32			—		227

Ending balance	$	5,754		$	1,217	$	3,990		$	387	$	11,348

Page 19 of 72

The following tables present both the allowance for loan loss and the associated loan balance classified by loan portfolio segment and by credit evaluation methodology (dollars in thousands):


	Commercial and Industrial		Construction, Land Development and Other Land		Commercial and Other Real Estate		Other		Total
September 30, 2015
Allowance for loan loss:
Individually evaluated for impairment	$	577	$	—	$	—	$	—	$	577
Collectively evaluated for impairment		6,025		1,978		5,901		484		14,388
Purchased credit impaired (loans acquired with deteriorated credit quality)		—		—		—		—		—

Total Allowance for Loan Loss	$	6,602	$	1,978	$	5,901	$	484	$	14,965

Loans receivable:
Individually evaluated for impairment	$	3,446	$	—	$	99	$	—	$	3,545
Collectively evaluated for impairment		552,634		94,353		1,081,258		37,641		1,765,886
Purchased credit impaired (loans acquired with deteriorated credit quality)		382		—		1,534		—		1,916

Total Loans Receivable	$	556,462	$	94,353	$	1,082,891	$	37,641	$	1,771,347


	Commercial and Industrial		Construction, Land Development and Other Land		Commercial and Other Real Estate		Other		Total
December 31, 2014
Allowance for loan loss:
Individually evaluated for impairment	$	222	$	—	$	—	$	—	$	222
Collectively evaluated for impairment		5,642		1,684		4,802		260		12,388
Purchased credit impaired (loans acquired with deteriorated credit quality)		—		—		—		—		—

Total Allowance for Loan Loss	$	5,864	$	1,684	$	4,802	$	260	$	12,610

Loans receivable:
Individually evaluated for impairment	$	1,914	$	—	$	737	$	—	$	2,651
Collectively evaluated for impairment		525,910		72,223		993,195		28,359		1,619,687
Purchased credit impaired (loans acquired with deteriorated credit quality)		693		—		1,692		—		2,385

Total Loans Receivable	$	528,517	$	72,223	$	995,624	$	28,359	$	1,624,723

Page 20 of 72

Credit Quality of Loans

The Company utilizes an internal loan classification system as a means of reporting problem and potential problem loans. Under the Company’s loan risk rating system, loans are classified as “Pass,” with problem and potential problem loans as “Special Mention,” “Substandard,” “Doubtful” and “Loss”. Individual loan risk ratings are updated continuously or at any time the situation warrants. In addition, management regularly reviews problem loans to determine whether any loan requires a classification change, in accordance with the Company’s policy and applicable regulations. The grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements as scheduled or at all. The internal loan classification risk grading system is based on experiences with similarly graded loans.

The Company’s internally assigned grades are as follows:

•

Pass – loans which are protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. There are several different levels of Pass rated credits, including “Watch” which is considered a transitory grade for pass rated loans that require greater monitoring. Loans not meeting the criteria of special mention, substandard, doubtful or loss that have been analyzed individually as part of the above described process are considered to be pass-rated loans.

•

Special Mention – loans where a potential weakness or risk exists, which could cause a more serious problem if not corrected. Special Mention loans do not currently expose the Company to sufficient risk to warrant classification as a Substandard, Doubtful or Loss classification, but possess weaknesses that deserve management’s close attention.

•

Substandard – loans that have a well-defined weakness based on objective evidence and can be characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

•

Doubtful – loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

•

Loss – loans classified as a loss are considered uncollectible, or of such value that continuance as an asset is not warranted.

The following tables present the risk category of loans by class of loans based on the most recent internal loan classification as of the dates indicated (dollars in thousands):


	Commercial and Industrial		Construction, Land Development and Other Land		Commercial and Other Real Estate		Other		Total
September 30, 2015
Pass	$	527,311	$	94,353	$	1,054,807	$	37,640	$	1,714,111
Special Mention		11,862		—		8,103		—		19,965
Substandard		17,289		—		19,981		1		37,271
Doubtful		—		—		—		—		—

Total	$	556,462	$	94,353	$	1,082,891	$	37,641	$	1,771,347

December 31, 2014
Pass	$	502,624	$	72,223	$	977,525	$	28,358	$	1,580,730
Special Mention		8,738		—		4,878		—		13,616
Substandard		17,155		—		13,221		1		30,377
Doubtful		—		—		—		—		—

Total	$	528,517	$	72,223	$	995,624	$	28,359	$	1,624,723

Page 21 of 72

Age Analysis of Past Due and Non-Accrual Loans

The following tables present an aging analysis of the recorded investment of past due loans and non-accrual loans as of the dates indicated (dollars in thousands):


	31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due and Accruing		Total Past Due and Accruing		Total Non- Accrual		Current		Total Loans
September 30, 2015
Commercial and Industrial	$	85	$	11	$	—	$	96	$	3,826	$	552,540	$	556,462
Construction, Land Development and Other Land		—		—		—		—		—		94,353		94,353
Commercial and Other Real Estate		—		391		—		391		478		1,082,022		1,082,891
Other		—		—		—		—		—		37,641		37,641

Total	$	85	$	402	$	—	$	487	$	4,304	$	1,766,556	$	1,771,347


	31-60 Days Past Due		61-90 Days Past Due		Greater than 90 Days Past Due and Accruing		Total Past Due and Accruing		Total Non- Accrual		Current		Total Loans
December 31, 2014
Commercial and Industrial	$	192	$	233	$	—	$	425	$	2,604	$	525,488	$	528,517
Construction, Land Development and Other Land		—		—		—		—		—		72,223		72,223
Commercial and Other Real Estate		354		—		—		354		1,305		993,965		995,624
Other		—		—		—		—		—		28,359		28,359

Total	$	546	$	233	$	—	$	779	$	3,909	$	1,620,035	$	1,624,723

Page 22 of 72

Impaired Loans

Impaired loans are evaluated by comparing the fair value of the collateral, if the loan is collateral dependent, and the present value of the expected future cash flows discounted at the loan’s effective interest rate, if the loan is not collateral dependent.

A valuation allowance is established for an impaired loan when the realizable value of the loan is less than the recorded investment. In certain cases, portions of impaired loans are charged-off to realizable value instead of establishing a valuation allowance and are included, when applicable, in the table below as impaired loans “with no specific allowance recorded.” The valuation allowance disclosed below is included in the allowance for loan loss reported in the consolidated balance sheets as of September 30, 2015 and December 31, 2014.

The following tables present, by loan category, the recorded investment and unpaid principal balances for impaired loans with the associated allowance amount, if applicable, for the dates and periods indicated (dollars in thousands). This table excludes purchased credit impaired loans (loans acquired in acquisitions with deteriorated credit quality) of $3 million and $2 million at September 30, 2015 and December 31, 2014, respectively.


	September 30, 2015						December 31, 2014
	Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
With no specific allowance recorded:
Commercial and Industrial	$	2,118	$	3,629	$	—	$	520	$	609	$	—
Commercial and Other Real Estate		99		105		—		737		739		—
						—
With a specific allowance recorded:
Commercial and Industrial		1,328		1,479		577		1,394		1,546		222
Total
Commercial and Industrial		3,446		5,108		577		1,914		2,155		222
Commercial and Other Real Estate		99		105		—		737		739		—

Total	$	3,545	$	5,213	$	577	$	2,651	$	2,894	$	222


	Three Months Ended September 30,								Nine Months Ended September 30,
	2015				2014				2015				2014
	Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
With no specific allowance recorded:
Commercial and Industrial	$	2,118	$	—	$	1,051	$	—	$	1,757	$	—	$	1,035	$	34
Commercial and Other Real Estate		99		—		2,960		—		104		—		3,207		—
With a specific allowance recorded:
Commercial and Industrial		1,328		—		1,494		—		1,328		—		1,533		—
Commercial and Other Real Estate		413				—		—		550				—		—
Total:
Commercial and Industrial		3,446		—		2,545		—		3,085		—		2,568		34
Commercial and Other Real Estate		512		—		2,960		—		654		—		3,207		—

Total	$	3,958	$	—	$	5,505	$	—	$	3,739	$	—	$	5,775	$	34

Page 23 of 72

The following is a summary of additional information pertaining to impaired loans for the periods indicated (dollars in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Interest foregone on impaired loans	$	81	$	72	$	238	$	346
Cash collections applied to reduce principal balance	$	23	$	18	$	186	$	2,889
Interest income recognized on cash collections	$	—	$	—	$	—	$	34

Troubled Debt Restructuring

The Company’s loan portfolio contains certain loans that have been modified in a Troubled Debt Restructuring (“TDR”), where economic concessions have been granted to borrowers experiencing financial difficulties. Loans are restructured in an effort to maximize collections. Economic concessions can include: reductions to the interest rate, payment extensions, forgiveness of principal or other actions.

The modification process includes evaluation of impairment based on the present value of expected future cash flows, discounted at the effective interest rate of the original loan agreement, except when the sole (remaining) source of repayment for the loan is the operation or liquidation of the loan collateral. In these cases, management uses the current fair value of the collateral, less selling costs, to evaluate the loan for impairment. If management determines that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs and unamortized premium or discount), impairment is recognized through a specific allowance or a charge-off.

The following tables include the recorded investment and unpaid principal balances for troubled debt restructured loans at September 30, 2015 and December 31, 2014 (dollars in thousands). These tables include TDR loans that were purchased credit impaired (“PCI”). As of September 30, 2015, there were two PCI loans that are considered to be TDR loans with a recorded investment of $161,000 and unpaid principal balances of $344,000.


	Recorded Investment		Unpaid Principal Balance		Interest Income Recognized
As of and for the period ended September 30, 2015
Commercial and Industrial	$	1,780	$	2,385	$	—
Commercial and Other Real Estate		99		105		—

Total	$	1,879	$	2,490	$	—


	Recorded Investment		Unpaid Principal Balance		Interest Income Recognized
As of and for the year ended December 31, 2014
Commercial and Industrial	$	530	$	719	$	—
Commercial and Other Real Estate		114		115		—

Total	$	644	$	834	$	—

Page 24 of 72

The following table shows the pre- and post-modification recorded investment in TDR loans by loan segment that have occurred during the periods indicated (dollars in thousands):


	Three Months Ended September 30,
	2015						2014
	Number of Loans		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Number of Loans		Pre-Modification Recorded Investment		Post- Modification Recorded Investment
Troubled Debt Restructured Loans:
Commercial and Industrial		3	$	1,335	$	1,335		—	$	—	$	—

Total		3	$	1,335	$	1,335		—	$	—	$	—


	Nine Months Ended September 30,
	2015						2014
	Number of Loans		Pre-Modification Recorded Investment		Post- Modification Recorded Investment		Number of Loans		Pre-Modification Recorded Investment		Post- Modification Recorded Investment
Troubled Debt Restructured Loans:
Commercial and Industrial		3	$	1,335	$	1,335		1	$	224	$	224

Total		3	$	1,335	$	1,335		1	$	224	$	224

There was no interest income recognized for the above troubled debt restructured loans during the three months and nine months ended September 30, 2015 or September 30, 2014.

Three loans were modified or restructured during the three and nine months ended September 30, 2015. There were no loans restructured during the three months ended September 30, 2014. One loan was modified or restructured during the nine months ended September 30, 2014.

Loans are restructured in an effort to maximize collections. Impairment analyses are performed on the Company’s troubled debt restructured loans in conjunction with the normal allowance for loan loss process. The Company’s troubled debt restructured loans are analyzed to ensure adequate cash flow or collateral supports the outstanding loan balance.

There have been no payment defaults in nine months ended September 30, 2015 or September 30, 2014 subsequent to modification on troubled debt restructured loans that have been modified within the last twelve months.

Loans Acquired Through Acquisition

The following table reflects the accretable net discount for loans acquired through acquisition, for the periods indicated (dollars in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Balance, beginning of period	$	18,255		$	6,412		$	21,402		$	7,912
Accretion, included in interest income		(1,463	)		(813	)		(4,140	)		(2,264	)
Reclassifications (to) from non-accretable yield		(5	)		—			(475	)		(49	)

Balance, end of period	$	16,787		$	5,599		$	16,787		$	5,599

The above table reflects the fair value adjustment on the loans acquired from mergers that will be amortized to loan interest income based on the effective yield method over the remaining life of the loans. These amounts do not include the fair value adjustments on the purchased credit impaired loans acquired from mergers.

Page 25 of 72

Purchased Credit Impaired Loans

PCI loans are acquired loans with evidence of deterioration of credit quality since origination and it is probable at the acquisition date, that the Company will not be able to collect all contractually required amounts.

When the timing and/or amounts of expected cash flows on such loans are not reasonably estimable, no interest is accreted and the loan is reported as a non-accrual loan; otherwise, if the timing and amounts of expected cash flows for PCI loans are reasonably estimable, then interest is accreted and the loans are reported as accruing loans.

The non-accretable difference represents the difference between the undiscounted contractual cash flows and the undiscounted expected cash flows, and also reflects the estimated credit losses in the acquired loan portfolio at the acquisition date and can fluctuate due to changes in expected cash flows during the life of the PCI loans.

The following table reflects the outstanding balance and related carrying value of PCI loans as of the dates indicated (dollars in thousands):


	September 30, 2015				December 31, 2014
	Unpaid Principal Balance		Carrying Value		Unpaid Principal Balance		Carrying Value
Commercial and Industrial	$	710	$	382	$	1,205	$	693
Commercial and Other Real Estate		2,262		1,534		3,018		1,692
Other		—		—		62		—

Total	$	2,972	$	1,916	$	4,285	$	2,385

The following table reflects the activities in the accretable net discount for PCI loans for the periods indicated (dollars in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Balance, beginning of period	$	286		$	360		$	324		$	395
Accretion, included in interest income		(20	)		(18	)		(58	)		(53	)
Reclassifications from non-accretable yield		—			—			—			—

Balance, end of period	$	266		$	342		$	266		$	342

Note 8 - Qualified Affordable Housing Project Investments

The Company’s investment in Qualified Affordable Housing Projects that generate Low Income Housing Tax Credits (“LIHTC”) was $3.8 million at September 30, 2015 and $4.2 million at December 31, 2014. The funding liability for the LIHTC was $1 million at September 30, 2015 compared to $3 million at December 31, 2014. The amount of tax credits and other tax benefits recognized was $436,000 and $443,000 for the nine months ended September 30, 2015 and September 30, 2014, respectively. Further, the amount of amortization expense included in the provision for income taxes was $343,000 and $348,000 for the nine months ended September 30, 2015 and September 30, 2014, respectively. See Note 11 – Qualified Affordable Housing Project Investments in the Company’s 10-K financial statements at December 31, 2014 for additional detail regarding the Company’s investment in LIHTC.

Page 26 of 72

Note 9 - Borrowings and Subordinated Debentures

Securities Sold Under Agreements to Repurchase

The Company enters into certain transactions, the legal form of which are sales of securities under agreements to repurchase (“Repos”) at a later date at a set price. Securities sold under agreements to repurchase generally mature within 1 day to 180 days from the issue date and are routinely renewed.

As discussed in Note 6 – Investment Securities, the Company has pledged certain investments as collateral for these agreements. Securities with a fair value of $49 million and $32.3 million were pledged to secure the Repos at September 30, 2015 and December 31, 2014, respectively.

The tables below describe the terms and maturity of the Company’s securities sold under agreements to repurchase as of the dates indicated (dollars in thousands):

September 30, 2015

Date Issued

Amount

Interest Rate

Original
Term

Maturity Date

September 30, 2015

16,698

0.10% – 0.25

1 day

October 1, 2015

Total

16,698

0.22

December 31, 2014

Date Issued

Amount

Interest Rate

Original
Term

Maturity Date

December 31, 2014

9,411

0.13% – 0.25

2 days

January 2, 2015

Total

9,411

0.20

Federal Home Loan Bank Borrowings

The Company maintains a secured credit facility with the Federal Home Loan Bank of San Francisco “FHLB”, allowing the Company to borrow on an overnight and term basis. The Company’s credit facility with the FHLB is $618 million, which represents approximately 25% of the Bank’s total assets, as reported by the Bank in its June 30, 2015 FFIEC Call Report.

As of September 30, 2015, the Company had $795 million of loan collateral pledged with the FHLB which provides $526 million in borrowing capacity. The Company has $20 million in investment securities pledged with the FHLB to support this credit facility. In addition, the Company must maintain an investment in the Capital Stock of the FHLB. Under the FHLB Act, the FHLB has a statutory lien on the FHLB capital stock that the Company owns and the FHLB capital stock serves as further collateral under the borrowing line.

The Company had no outstanding advances (borrowings) with the FHLB as of September 30, 2015 or December 31, 2014.

Subordinated Debentures

The following table summarizes the terms of each issuance of subordinated debentures outstanding as of September 30, 2015:


Series	Amount (in thousands)			Issuance Date		Maturity Date		Rate Index			Current Rate			Next Reset Date
Trust I	$	6,186			12/10/04		03/15/35		3 month LIBOR + 2.05	%		2.39	%		12/15/15
Trust II		3,093			12/23/05		03/15/36		3 month LIBOR + 1.75	%		2.09	%		12/15/15
Trust III		3,093			06/30/06		09/18/36		3 month LIBOR + 1.85	%		2.19	%		12/15/15

Subtotal		12,372
Unamortized fair value adjustment		(2,715	)

Net	$	9,657

Page 27 of 72

The Company had an aggregate outstanding contractual balance of $12.4 million in subordinated debentures at September 30, 2015. These subordinated debentures were acquired as part of the PC Bancorp merger and were issued to trusts originally established by PC Bancorp, which in turn issued trust preferred securities. These subordinated debentures were issued in three separate series. Each issuance had a maturity of 30 years from their approximate date of issue. All three subordinated debentures are variable rate instruments that reprice quarterly based on the three month LIBOR plus a margin (see tables above). All three subordinated debentures had their interest rates reset in September 2015 at the current three month LIBOR plus their index, and will continue to reprice quarterly through their maturity date. All three subordinated debentures are currently callable at par with no prepayment penalties.

Under Dodd Frank, trust preferred securities are excluded from Tier 1 capital, unless such securities were issued prior to May 19, 2010 by a bank holding company with less than $15 billion in assets. CU Bancorp assumed approximately $12.4 million of junior subordinated debt securities issued to various business trust subsidiaries of Premier Commercial Bancorp and funded through the issuance of approximately $12.0 million of floating rate capital trust preferred securities. These junior subordinated debt securities were issued prior to May 19, 2010. Because CU Bancorp has less than $15 billion in assets, the trust preferred securities that CU Bancorp assumed from Premier Commercial Bancorp continue to be included in Tier 1 capital, subject to a limit of 25% of Tier 1 capital elements.

Interest payments made by the Company on subordinated debentures are considered dividend payments under FRB regulations. Notification to the FRB is required prior to the Company declaring and paying a dividend during any period in which the Company’s quarterly net earnings are insufficient to fund the dividend amount. This notification requirement is included in regulatory guidance regarding safety and soundness surrounding capital and includes other non-financial measures such as asset quality, financial condition, capital adequacy, liquidity, future earnings projections, capital planning and credit concentrations. Should the FRB object to the dividend payments, the Company would be precluded from paying interest on the subordinated debentures after giving notice within 15 days before the payment date. Payments would not commence until approval is received or the Company no longer needs to provide notice under applicable guidance. The Company has the right, assuming no default has occurred, to defer payments of interest on the subordinated debentures at any time for a period not to exceed 20 consecutive quarters. The Company has not deferred any interest payments.

Page 28 of 72

Note 10 - Derivative Financial Instruments

The Company is exposed to certain risks relating to its ongoing business operations and utilizes interest rate swap agreements (“swaps”) as part of its asset/liability management strategy to help manage its interest rate risk position. The Company has two counterparty banks.

Derivative Financial Instruments Acquired from 1st Enterprise

At September 30, 2015, the Company has thirteen interest rate swap agreements with customers and thirteen offsetting interest-rate swaps with a counterparty bank that were acquired as a result of the merger with 1^st Enterprise on November 30, 2014. The swap agreements are not designated as hedging instruments. The purpose of entering into offsetting derivatives not designated as a hedging instrument is to provide the Company a variable-rate loan receivable and provide the customer the financial effects of a fixed-rate loan without creating significant interest rate risk in the Company’s earnings.

The structure of the swaps is as follows: The Company enters into a swap with its customers to allow them to convert variable rate loans to fixed rate loans, and at the same time, the Company enters into a swap with the counterparty bank to allow the Company to pass on the interest-rate risk associated with fixed rate loans. The net effect of the transaction allows the Company to receive interest on the loan from the customer at a variable rate based on LIBOR plus a spread. The changes in the fair value of the swaps primarily offset each other and therefore should not have a significant impact on the Company’s results of operations. Our interest rate swap derivatives acquired from 1^st Enterprise are subject to a master netting arrangement with one counterparty bank. None of our derivative assets and liabilities are offset in the balance sheet.

The Company believes the risk of loss associated with counterparty borrowers relating to interest rate swaps is mitigated as the loans with swaps are underwritten to take into account potential additional exposure, although there can be no assurances in this regard since the performance of the swaps is subject to market and counterparty risk. At September 30, 2015 and December 31, 2014, the total notional amount of the Company’s swaps acquired from 1^st Enterprise was $35 million and $36 million, respectively.

The following tables present the notional amount and the fair values of the asset and liability of the Company’s derivative instruments acquired from 1^st Enterprise as of the dates and periods indicated (dollars in thousands):


	Asset Derivatives
	September 30, 2015		December 31, 2014
Interest rate swap contracts fair value	$	1,298	$	719

Balance sheet location		Accrued Interest Receivable and Other Assets		Accrued Interest Receivable and Other Assets

The following table presents the fair values of the liability of the Company’s derivative instruments acquired from 1^st Enterprise as of the dates indicated (dollars in thousands):


	Liability Derivatives
	September 30, 2015		December 31, 2014
Interest rate swap contracts fair value	$	1,298	$	719

Balance sheet location		Accrued Interest Payable and Other Liabilities		Accrued Interest Payable and Other Liabilities

Page 29 of 72

Derivative Financial Instruments Acquired from PC Bancorp

At September 30, 2015, the Company also has nineteen pay-fixed, receive-variable, interest rate contracts that are designed to convert fixed rate loans into variable rate loans. The Company acquired these interest rate swap contracts on July 31, 2012 as a result of the merger with PC Bancorp. All of the interest rate swap contracts acquired from PC Bancorp are with the same counterparty bank. The outstanding swaps have original maturities of up to 15 years.

The following table presents the notional amount and the fair values of the asset and liability of the Company’s derivative instruments acquired from PC Bancorp as of the dates indicated (dollars in thousands):


	Liability Derivatives
	September 30, 2015		December 31, 2014
Fair Value Hedges
Total interest rate contacts notional amount	$	26,226	$	29,289

Derivatives not designated as hedging instruments:
Interest rate swap contracts fair value	$	394	$	519
Derivatives designated as hedging instruments:
Interest rate swap contracts fair value		1,694		2,277

Total interest rate contracts fair value	$	2,088	$	2,796

Balance sheet location		Accrued Interest Payable and Other Liabilities		Accrued Interest Payable and Other Liabilities

The Effect of Derivative Instruments on the Consolidated Statements of Income

The following table summarizes the effect of all derivative financial instruments on the consolidated statements of income for the periods indicated (dollars in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Derivatives not designated as hedging instruments:
Interest rate swap contracts – loans
Increase in fair value of interest rate swap contracts	$	41		$	86		$	124		$	179
Payments on interest rate swap contracts on loans		(66	)		(69	)		(198	)		(205	)

Net increase (decrease) in other non-interest income	$	(25	)	$	17		$	(74	)	$	(26	)

Derivatives designated as hedging instruments:
Interest rate swap contracts – loans
Increase in fair value of interest rate swap contracts	$	142		$	361		$	583		$	663
Increase (decrease) in fair value of hedged loans		191			(104	)		279			135
Payment on interest rate swap contracts on loans		(275	)		(317	)		(846	)		(950	)

Net increase (decrease) in interest income on loans	$	58		$	(60	)	$	16		$	(152	)

Under all of the Company’s interest rate swap contracts, the Company is required to pledge and maintain collateral for the credit support under these agreements. At September 30, 2015, the Company has pledged $2 million in investment securities and $3 million in certificates of deposit, for a total of $5 million, as collateral under the swap agreements.

Page 30 of 72

Note 11 – Balance Sheet Offsetting

Assets and liabilities relating to certain financial instruments, including derivatives, and securities sold under repurchase agreements (“Repos”), may be eligible for offset in the consolidated balance sheets as permitted under accounting guidance. The Company’s interest rate swap derivatives are subject to a master bilateral netting and offsetting arrangement under specific conditions as defined within a master agreement governing all interest rate swap contracts that the Company and the counterparty banks have entered into. In addition, the master agreement under which the interest rate contracts have been written require the pledging of assets by the Company based on certain risk thresholds. The Company has pledged a certificate of deposit and investment securities as collateral under the swap agreements. The pledged collateral under the swap agreements are reported in the Company’s consolidated balance sheets, unless the Company defaults under the master agreement. The Company currently does not net or offset the interest rate swap contracts in its consolidated balance sheets, as reflected within the table below.

The Company’s securities sold under repurchase agreements represent transactions the Company has entered into with several deposit customers. These transactions represent the sale of securities on an overnight or on a term basis to our deposit customers under an agreement to repurchase the securities from the customers the next business day or at maturity. There is an individual contract for each customer with only one transaction per customer. There is no master agreement that provides for the netting arrangement or the offsetting of these individual transactions or for the netting of collateral positions. The Company does not net or offset the Repos in its consolidated balance sheets as reflected within the table below.

The table below presents the Company’s financial instruments that may be eligible for offsetting which include securities sold under agreements to repurchase that have no enforceable master netting arrangement and derivative securities that could be offset in the consolidated financial statements due to an enforceable master netting arrangement (dollars in thousands):


	Gross Amounts Recognized in the Consolidated Balance Sheets		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Assets Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets				Net Amount (Collateral over liability balance required to be pledged)
	Gross Amounts Recognized in the Consolidated Balance Sheets		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments		Collateral Pledged
September 30, 2015
Financial Assets:
Interest rate swap contracts fair value (See Note 10 – Derivative Financial Instruments)	$	1,298	$	—	$	1,298	$	1,298	$	—	$	—

Total	$	1,298	$	—	$	1,298	$	1,298	$	—	$	—

Financial Liabilities:
Interest rate swap contracts fair value (See Note 10 – Derivative Financial Instruments)	$	3,386	$	—	$	3,386	$	3,386	$	4,306	$	920
Securities sold under agreements to repurchase (See Note 9 – Borrowings and Subordinated Debentures)		16,698		—		16,698		16,698		49,139		32,441

Total	$	20,084	$	—	$	20,084	$	20,084	$	53,445	$	33,361

Page 31 of 72


	Gross Amounts Recognized in the Consolidated Balance Sheets		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Assets Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets				Net Amount (Collateral over liability balance required to be pledged)
	Gross Amounts Recognized in the Consolidated Balance Sheets		Gross Amounts Offset in the Consolidated Balance Sheets				Financial Instruments		Collateral Pledged
December 31, 2014
Financial Assets:
Interest rate swap contracts fair value (See Note 10 – Derivative Financial Instruments)	$	719	$	—	$	719	$	719	$	—	$	—

Total	$	719	$	—	$	719	$	719	$	—	$	—

Financial Liabilities:
Interest rate swap contracts fair value (See Note 10 – Derivative Financial Instruments)	$	3,515	$	—	$	3,515	$	3,515	$	4,150	$	635
Securities sold under agreements to repurchase (See Note 9 – Borrowings and Subordinated Debentures)		9,411		—		9,411		9,411		32,304		22,893

Total	$	12,926	$	—	$	12,926	$	12,926	$	36,454	$	23,528

Note 12 - Stock Options and Restricted Stock

Equity Compensation Plans

The Company’s 2007 Equity and Incentive Plan, “Equity Plan,” was adopted by the Company in 2007 and replaced two prior equity compensation plans. The Equity Plan provides for significant flexibility in determining the types and terms of awards that may be made to participants. The Equity Plan was revised and approved by the Company’s shareholders in 2011 and adopted by the Company as part of the Bank holding company reorganization. This plan is designed to promote the interest of the Company in aiding the Company to attract and retain employees, officers and non-employee directors who are expected to contribute to the future success of the organization. The Equity Plan is intended to provide participants with incentives to maximize their efforts on behalf of the Company through stock-based awards that provide an opportunity for stock ownership. This plan provides the Company with a flexible equity incentive compensation program, which allows the Company to grant stock options, restricted stock, restricted stock award units and performance units. Certain options and share awards provide for accelerated vesting, if there is a change in control, as defined in the Equity Plan. These plans are described more fully in Note 16 - Stock Options and Restricted Stock in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

At September 30, 2015, future compensation expense related to unvested restricted stock grants are reflected in the table below (dollars in thousands):


Restricted Stock Expense
Remainder of 2015	$	676
2016		1,879
2017		760
2018		273
2019		31
Thereafter		—

Total	$	3,619

Page 32 of 72

There was no future compensation expense related to stock options as of September 30, 2015. All stock options outstanding at September 30, 2015 are vested.

Stock Options

There were no stock options granted by the Company in 2012, 2013, 2014, or during the nine months ended September 30, 2015.

The following table summarizes the share option activity under the plans as of the date and for the period indicated:


	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding stock options at December 31, 2014		1,016,490		$	10.13		1.6	$	11,770
Granted		—
Exercised		(158,315	)
Forfeited		(5,000	)
Expired		—

Outstanding stock options at September 30, 2015		853,175		$	10.26		0.9	$	10,467

Exercisable options at September 30, 2015		853,175		$	10.26		0.9	$	10,467
Unvested options at September 30, 2015		—

The Company recorded stock option compensation expense of $0 and $2,000 for the three months ended September 30, 2015 and 2014, and $1,700 and $8,000 for the nine months period September 30, 2015 and 2014, respectively.

The total intrinsic value of options exercised during the three months ended September 30, 2015 and 2014 was $2 million and $1 million, respectively.

Restricted Stock

The weighted-average grant-date fair value per share in the table below is calculated by taking the total aggregate cost of the restricted shares issued divided by the number of shares of restricted stock issued. The aggregate cost of the restricted stock was calculated by multiplying the number of shares granted at each of the grant dates by the closing stock price of the Company’s common stock on the date of the grant. The following table summarizes the restricted stock activity under the Equity Plan for the period indicated:


	Number of Shares			Weighted-Average Grant-Date Fair Value per Share
Restricted Stock:
Unvested at December 31, 2014		309,506		$	16.41
Granted		77,800			20.95
Vested		(99,750	)		13.42
Cancelled and forfeited		(9,175	)		16.50

Unvested at September 30, 2015		278,381		$	18.74

Restricted stock compensation expense related to the restricted stock grants reflected in the table above was $745,000 and $443,000 for the three month period ended September 30, 2015 and 2014 and $2 million and $1 million for the nine month period ended September 30, 2015 and 2014, respectively. Restricted stock awards reflected in the table above are valued at the closing stock price on the date of grant and are expensed to stock based compensation expense over the period for which the related service is performed. During the three months and nine months ended September 30, 2015, the Company granted 40,000 shares of Restricted Stock Unit (“RSU”), respectively, under the Equity Plan to one of its executive officers. Such grant is not reflected in the table above. The shares of common stock underlying the 40,000 shares of RSU

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will not be issued until the RSUs vest but are outstanding as of September 30, 2015. The RSUs are valued at the closing stock price on the date of grant and are expensed to stock based compensation expense over the period for which the related service is performed.

Note 13 – Shareholders’ Equity

Common Stock

During the first three quarters of 2015, the Company’s issued common stock increased by 187,080 shares, from 16,683,856 shares at December 31, 2014, to 16,870,936 shares at September 30, 2015. During the nine months ended September 30, 2015, the Company issued 158,315 shares of stock from the exercise of employee stock options for a total value of $1,434,000. The Company also granted 77,800 shares of restricted stock awards to the Company’s directors and employees and cancelled 9,175 shares of unvested restricted stock related to employee turnover, resulting in a net issuance of restricted stock of 68,625 shares. Further, the Company cancelled 39,860 shares of restricted stock that had a value of $856,000 when employees elected to pay their tax obligation via the repurchase of the stock by the Company.

The Equity Plan, as amended, allows employees to make an election to have a portion of their restricted stock that became vested during the year repurchased by the Company to provide funds to pay the employee’s tax obligation related to the vesting of the stock.

Preferred Stock

As discussed in Note 3 - Business Combinations, the Company completed the merger with 1^st Enterprise on November 30, 2014. As part of the Merger Agreement, 16,400 shares of preferred stock issued by 1^st Enterprise as part of the Small Business Lending Fund (SBLF) program of the United States Department of the Treasury was converted into substantially 16,400 identical CU Bancorp shares with identical terms. CU Bancorp Preferred Stock has a liquidation preference amount of $1,000 per share, designated as the Company’s Non-Cumulative Perpetual Preferred Stock, Series A. The U.S. Department of the Treasury is the sole holder of all outstanding shares of CU Bancorp Preferred Stock. The CU Bancorp Preferred Stock had an estimated life of four years and the fair value was $15.9 million at the merger date, resulting in a net discount of $479,000. The life-to-date and the year-to-date accretion on the net discount as of September 30, 2015 is $818,000 and $735,000, respectively. The net carrying value of the CU Bancorp Preferred Stock is $16.7 million ($16.4 million plus of $0.3 million net premium) as of September 30, 2015. Dividends on the CU Bancorp Preferred Stock are paid to the U.S. Department of the Treasury on a quarterly basis. See Note 22 - Regulatory Matters, in the Company’s 2014 Form 10-K, for restrictions on dividends.

The Company currently includes the Non-Cumulative Perpetual Preferred Stock, Series A, in its Tier 1 capital. Under Basel III, the CU Bancorp Preferred Stock continues to be included in Tier 1 capital because non-cumulative perpetual preferred stock remained classified as Tier 1 capital following the enactment of Dodd Frank.

Other Comprehensive Income (Loss)

The following table presents the changes in accumulated other comprehensive income (loss) by component for the periods indicated (dollars in thousands):


	Before Tax			Tax Effect			Net of Tax
Three Months Ended – September 30, 2015
Net unrealized gains (losses) on investment securities:
Beginning balance	$	(82	)	$	(34	)	$	(48	)
Net unrealized gains arising during the period		536			225			311

Ending balance	$	454		$	191		$	263


	Before Tax			Tax Effect			Net of Tax
Three Months Ended – September 30, 2014
Net unrealized gains (losses) on investment securities:
Beginning balance	$	331		$	136		$	195
Net unrealized gains arising during the period		19			11			8

Ending balance	$	350		$	147		$	203

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	Before Tax			Tax Effect			Net of Tax
Nine Months Ended – September 30, 2015
Net unrealized gains (losses) on investment securities:
Beginning balance	$	333		$	143		$	190
Net unrealized gains arising during the period		121			48			73

Ending balance	$	454		$	191		$	263


	Before Tax			Tax Effect			Net of Tax
Nine Months Ended – September 30, 2014
Net unrealized gains (losses) on investment securities:
Beginning balance	$	(348	)	$	(143	)	$	(205	)
Net unrealized gains arising during the period		698			290			408

Ending balance	$	350		$	147		$	203

Note 14 - Commitments and Contingencies

Litigation

From time to time the Company is a party to claims and legal proceedings arising in the ordinary course of business. The Company accrues for any probable loss contingencies that are estimable and discloses any material losses. As of September 30, 2015, there were no legal proceedings against the Company the outcome of which are expected to have a material adverse impact on the Company’s financial position, results of operations or cash flows, as a whole.

Financial Instruments with Off Balance Sheet Risk

See Note 21 – Commitments and Contingencies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. Financial instruments with off balance sheet risk include commitments to extend credit of $765 million and $720 million at September 30, 2015 and December 31, 2014, respectively. Included in the aforementioned commitments were standby letters of credit outstanding of $70 million and $57 million at September 30, 2015 and December 31, 2014, respectively.

Note 15 - Fair Value of Assets and Liabilities

Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for an asset or liability in an orderly transaction between market participants at the measurement date. ASC Topic 825 requires disclosure of the fair value of financial assets and financial liabilities, including both those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis and a non-recurring basis. The methodologies for estimating the fair value of financial assets and financial liabilities that are measured at fair value, and for estimating the fair value of financial assets and financial liabilities not recorded at fair value, are discussed below.

In accordance with accounting guidance, the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are as follows:

•

Level 1 – Observable unadjusted quoted market prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 – Significant other observable market based inputs, other than Level 1 prices such as quoted prices for similar assets or liabilities or unobservable inputs that are corroborated by market data. This includes quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data, either directly or indirectly. This would include those financial instruments that are valued using models or other valuation methodologies where substantially all of the assumptions are observable in the marketplace, can be derived from observable market data or are supported by observable levels at which transactions are executed in the marketplace.

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•

Level 3 – Significant unobservable inputs that reflect a reporting entity’s evaluation about the assumptions that market participants would use in pricing an asset or liability. Assets measured utilizing level 3 are for positions that are not traded in active markets or are subject to transfer restrictions, and or where valuations are adjusted to reflect illiquidity and or non-transferability. These assumptions are not corroborated by market data. This is comprised of financial instruments whose fair value is estimated based on internally developed models or methodologies utilizing significant inputs that are generally less readily observable from objective sources. Management uses a combination of reviews of the underlying financial statements, appraisals and management’s judgment regarding credit quality to determine the value of the financial asset or liability.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Management maximizes the use of observable inputs and attempts to minimize the use of unobservable inputs when determining fair value measurements. The following is a description of both the general and specific valuation methodologies used for certain instruments measured at fair value, as well as the general classification of these instruments pursuant to the valuation hierarchy.

Investment Securities Available-for-Sale and Held-to-Maturity: The fair value of securities available-for-sale and held-to-maturity may be determined by obtaining quoted prices in active markets, when available, from nationally recognized securities exchanges (Level 1 financial assets). If quoted market prices are not available, the fair value is determined by a matrix pricing, which is a mathematical technique widely used in the securities industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities which are observable market inputs (Level 2 financial assets). Debt securities’ pricing is generally obtained from one of the matrix pricing models developed from one of the three national pricing agencies. In cases where significant credit valuation adjustments are incorporated into the estimation of fair value, reported amounts are classified as Level 3 financial assets.

Securities classified as available-for-sale are accounted for at their current fair value rather than amortized historical cost. Unrealized gains or losses are excluded from net income and reported as an amount net of taxes as a separate component of accumulated other comprehensive income included in shareholders’ equity. Securities classified as held-to-maturity are accounted for at their amortized historical cost.

The Company considers the inputs utilized to fair value the U.S. Agency and U.S. Sponsored Agency issued debt securities (callable and non-callable notes), mortgage backed securities guaranteed by those agencies, collateralized mortgage obligations issued by those agencies, corporate bond securities, and municipal securities to be observable market inputs and classified these financial assets within the Level 2 fair value hierarchy. Management bases the fair value for these investments primarily on third party price indications provided by independent pricing sources utilized by the Company’s bond accounting system to obtain market pricing on its individual securities. Vining Sparks, who provides the Company with its bond accounting system, utilizes pricing from three independent third party pricing sources for pricing of securities. These third party pricing sources utilize, quoted market prices or when quoted market prices are not available, then fair values are estimated using nationally recognized third-party vendor pricing models of which the inputs are observable. However, the fair value reported may not be indicative of the amounts that could be realized in an actual market exchange.

The fair value of the Company’s U.S. Agency and U.S. Sponsored Agency callable and non-callable agency securities, mortgage backed securities guaranteed by those agencies, and collateralized mortgage obligations issued by those agencies, corporate bond securities, and municipal securities are calculated using an option adjusted spread model from one of the nationally recognized third-party pricing models. Depending on the assumptions used and the treasury yield curve and other interest rate assumptions, the fair value could vary significantly in the near term.

Loans: The fair value for loans is estimated by discounting the expected future cash flows using current interest rates at which similar loans would be made to borrowers with similar credit ratings for the same remaining maturities, adjusted for the allowance for loan loss. Loans are segregated by type such as commercial and industrial, commercial real estate, construction and other loans with similar credit characteristics and are further segmented into fixed and variable interest rate loan categories. Expected future cash flows are projected based on contractual cash flows, adjusted for estimated prepayments. The inputs utilized in determining the fair value of loans are unobservable and accordingly, these financial assets are classified within Level 3 of the fair value hierarchy.

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Impaired Loans: The fair value of impaired loans is determined based on an evaluation at the time the loan is originally identified as impaired, and periodically thereafter, at the lower of cost or fair value. Fair value on impaired loans is measured based on the value of the collateral securing these loans, less costs to sell, if the loan is collateral dependent, or based on the discounted cash flows for non collateral dependent loans. Collateral on collateral dependent loans may be real estate and/or business assets including equipment, inventory and/or accounts receivable and is determined based on appraisals performed by qualified licensed appraisers hired by the Company. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client and client’s business. Such discounts are typically significant and unobservable. For unsecured loans, the estimated future discounted cash flows of the business or borrower, are used in evaluating the fair value. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly, based on the same factors identified above. The inputs utilized in determining the fair value of impaired loans are unobservable and accordingly, these financial assets are classified within Level 3 of the fair value hierarchy.

Interest Rate Swap Contracts: The fair value of the interest rate swap contracts are provided by independent third party vendors that specializes in interest rate risk management and fair value analysis using a model that utilizes current market data to estimate cash flows of the interest rate swaps utilizing the future London Interbank Offered Rate (“LIBOR”) yield curve for accruing and the future Overnight Index Swap Rate (“OIS”) yield curve for discounting through the maturity date of the interest rate swap contract. The future LIBOR yield curve is the primary input in the valuation of the interest rate swap contracts. Both the LIBOR and OIS yield curves are readily observable in the marketplace. Accordingly, the interest rate swap contracts are classified within Level 2 of the fair value hierarchy.

Other Real Estate Owned: The fair value of other real estate owned is generally based on real estate appraisals (unless more current market information is available) less estimated costs to sell. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are typically significant. The inputs utilized in determining the fair value of other real estate owned are unobservable and accordingly, these financial assets are classified within Level 3 of the fair value hierarchy.

SBA Servicing Asset: The Company acquired an SBA servicing asset with the PC Bancorp merger and has added to the servicing asset with the sale of SBA loans subsequent to the merger. This servicing asset was initially fair valued at the merger date based on an evaluation by a third party who specializes in fair value analysis. The fair value of this asset was based on the estimated discounted future cash flows utilizing market based discount rates and estimated prepayment speeds. The discount rate was based on the current U.S. Treasury yield curve, plus a spread for marketplace risk associated with these assets. Prepayment speeds were selected based on the historical prepayments of similar SBA pools. The prepayment speeds determine the timing of the cash flows. The SBA servicing asset is amortized over the estimated life of the loans based on an effective yield approach. In addition, the Company’s servicing asset is evaluated regularly for impairment by discounting the estimated future cash flows using market-based discount rates and prepayment speeds. If the calculated present value of the servicing asset declines below the Company’s current carrying value, the servicing asset is written down to its present value. Based on the Company’s methodology in its valuation of the SBA servicing asset, the current carrying value is estimated to approximate the fair value. The inputs utilized in determining the fair value of SBA servicing asset are unobservable and accordingly, these financial assets are classified within Level 3 of the fair value hierarchy.

Non-Maturing Deposits: The fair values for non-maturing deposits (deposits with no contractual termination date), which include non-interest bearing demand deposits, interest bearing transaction accounts, money market deposits and savings accounts are equal to their carrying amounts, which represent the amounts payable on demand. Because the carrying value and fair value are by definition identical, and accordingly non-maturity deposits are classified within Level 1 of the fair value hierarchy, these balances are not listed in the following tables.

Maturing Deposits: The fair values of fixed maturity certificates of deposit (time deposits) are estimated using a discounted cash flow calculation that applies current market deposit interest rates to the Company’s current certificates of deposit interest rates for similar term certificates. The inputs utilized in determining the fair value of maturing deposits are observable and accordingly, these financial liabilities are classified within Level 2 of the fair value hierarchy.

Securities Sold under Agreements to Repurchase (“Repos”): The fair value of securities sold under agreements to repurchase is estimated based on the discounted value of future cash flows expected to be paid on the deposits. The carrying amounts of Repos with maturities of 90 days or less approximate their fair values. The fair value of Repos with maturities greater than 90 days is estimated based on the discounted value of the contractual future cash flows. The inputs utilized in determining the fair value of securities sold under agreements to repurchase are observable and accordingly, these financial liabilities are classified within Level 2 of the fair value hierarchy.

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Subordinated Debentures: The fair value of the three variable rate subordinated debentures (“debentures”) is estimated using a discounted cash flow calculation that applies the three month LIBOR plus the margin index at September 30, 2015, to the cash flows from the debentures, based on the actual interest rate the debentures were accruing at September 30, 2015. Because all three of the debentures re-priced on September 11, 2015 based on the current three month LIBOR index rate plus the index margin at that date, and with relatively little to no change in the three month LIBOR index rate from the re-pricing date through September 30, 2015, the current face value of the debentures and their calculated fair value are approximately equal. The inputs utilized in determining the fair value of subordinated debentures are observable and accordingly, these financial liabilities are classified within Level 2 of the fair value hierarchy.

Fair Value of Commitments: Loan commitments that are priced on an index plus a margin to a market rate of interest are reported at the carrying value of the loan commitment. Loan commitments on which the committed fixed interest rate is less than the current market rate were insignificant at September 30, 2015 and December 31, 2014.

Interest Rate Risk: The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. As a result, the fair values of the Company’s financial instruments will change when interest rate levels change and that change may be either favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. In addition, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by adjusting terms of new loans and deposits and by investing in securities with terms that mitigate the Company’s overall rate risk.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes the financial assets and financial liabilities measured at fair value on a recurring basis as of the dates indicated, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value (dollars in thousands):


	Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets – September 30, 2015
Investment securities available-for-sale	$	256,085	$	—	$	256,085	$	—
Interest Rate Swap Contracts		1,298		—		1,298		—

Financial Liabilities – September 30, 2015
Interest Rate Swap Contracts	$	3,386	$	—	$	3,386	$	—

Financial Assets – December 31, 2014
Investment securities available-for-sale	$	226,962	$	—	$	226,962	$	—
Interest Rate Swap Contracts		719		—		719		—

Financial Liabilities – December 31, 2014
Interest Rate Swap Contracts	$	3,515	$	—	$	3,515	$	—

At December 31, 2014 and at September 30, 2015 the Company had no financial assets or liabilities that were measured at fair value on a recurring basis that required the use of significant unobservable inputs (Level 3). Additionally, there were no transfers of assets either between Level 1 and Level 2 nor in or out of Level 3 of the fair value hierarchy for assets measured on a recurring basis for the three months and nine months ended September 30, 2015 and 2014.

Assets Measured at Fair Value on a Non-recurring Basis

The Company may be required periodically, to measure certain financial assets and financial liabilities at fair value on a nonrecurring basis, that is, the instruments are not measured at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). These include assets that are measured at the lower of cost or market value that were recognized at fair value below cost at the end of or during the period.

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There were no transfers of assets either between Level 1 and Level 2 nor in or out of Level 3 of the fair value hierarchy for assets measured on a non-recurring basis for the three and nine months ended September 30, 2015.

The following table presents the balances of assets and liabilities measured at fair value on a non-recurring basis by caption and by level within the fair value hierarchy as of the dates indicated (dollars in thousands):


	Recorded Investment Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets – September 30, 2015
Collateral dependent impaired loans with specific valuation allowance and/or partial charge-offs (non-purchased credit impaired loans)	$	751	$	—	$	—	$	751
Other real estate owned		1,292		—		—		1,292

Total	$	2,043	$	—	$	—	$	2,043


Financial Assets – December 31, 2014
Collateral dependent impaired loans with specific valuation allowance and/or partial charge-offs (non-purchased credit impaired loans)	$	1,172	$	—	$	—	$	1,172
Other real estate owned		850		—		—		850

Total	$	2,022	$	—	$	—	$	2,022

The following table presents the significant unobservable inputs used in the fair value measurements for Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of the dates indicated (dollars in thousands):


	Fair Value		Valuation Methodology	Valuation Model and/or Factors	Unobservable Input Values
Financial Assets – September 30, 2015
Collateral dependent impaired loans with specific valuation allowance and/or partial charge-off	$	751	Credit loss estimate of aged accounts receivable collateral	Credit loss factors on aging of accounts receivable collateral	20%-80%
				Estimated selling costs	16%
Other real estate owned		1,292	Commercial real estate appraisal; Executed sale contract	Sales approach Estimated selling costs	6%

Total	$	2,043


Financial Assets – December 31, 2014
Collateral dependent impaired loans with specific valuation allowance and/or partial charge-off	$	1,172	Credit loss estimate of aged accounts receivable collateral	Credit loss factors on aging of accounts receivable collateral	10%-80%
				Estimated selling costs	15%
Other real estate owned		850	Residential real estate appraisal	Sales approach Estimated selling costs	6%

Total	$	2,022

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Fair Value of Financial Assets and Liabilities

ASC Topic 825 requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or on a non-recurring basis. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to develop the estimates of fair value. Accordingly, the estimates presented below are not necessarily indicative of the amounts the Company could have realized in a current market exchange as of September 30, 2015 and December 31, 2014. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The description of the valuation methodologies used for assets and liabilities measured at fair value and for estimating fair value for financial instruments not recorded at fair value has been described above.

The table below presents the carrying amounts and fair values of financial instruments based on their fair value hierarchy indicated (dollars in thousands):


					Fair Value Measurements
	Carrying Amount		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
September 30, 2015
Financial Assets
Investment securities available-for-sale	$	256,085		256,085	$	—	$	256,085	$	—
Investment securities held-to-maturity		43,269		43,422		—		43,422		—
Loans, net		1,756,382		1,797,338		—		—		1,797,338
Interest rate swap contracts		1,298		1,298		—		1,298		—
Financial Liabilities
Certificates of deposit		62,320		62,320		—		62,320		—
Securities sold under agreements to repurchase		16,698		16,698		—		16,698		—
Subordinated debentures		9,657		12,372		—		12,372		—
Interest rate swap contracts		3,386		3,386		—		3,386		—

December 31, 2014
Financial Assets
Investment securities available-for-sale	$	226,962		226,962	$	—	$	226,962	$	—
Investment securities held-to-maturity		47,147		47,159		—		47,159		—
Loans, net		1,612,113		1,627,717		—		—		1,627,717
Interest rate swap contracts		719		719		—		719		—
Financial Liabilities
Certificates of deposit		64,840		64,857		—		64,857		—
Securities sold under agreements to repurchase		9,411		9,411		—		9,411		—
Subordinated debentures		9,538		12,372		—		12,372		—
Interest rate swap contracts		3,515		3,515		—		3,515		—

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ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

See “Cautionary Statement for Purposes of the “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995” below relating to “forward-looking” statements included in this report.

The following is management’s discussion and analysis of the major factors that influenced the results of the operations and financial condition of CU Bancorp, (“the Company”) for the current period. This analysis should be read in conjunction with the audited financial statements and accompanying notes included in the Company’s 2014 Annual Report on Form 10-K and with the unaudited financial statements and notes as set forth in this report.

CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

We have made forward-looking statements in this document about the Company, for which the Company claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995.

The Company’s forward-looking statements include descriptions of plans or objectives of management for future operations, products or services, and forecasts of its revenues, earnings or other measures of economic performance. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include the words “believe,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “assume,” “plan,” “predict” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.”

We make forward-looking statements as set forth above and regarding projected sources of funds, availability of acquisition and growth opportunities, dividends, adequacy of our allowance for loan losses and provision for loan losses, our loan portfolio and subsequent charge-offs. Forward-looking statements involve substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. There are many factors that could cause actual results to differ materially from those contemplated by these forward-looking statements. Risks and uncertainties that could cause our financial performance to differ materially from our goals, plans, expectations and projections expressed in forward-looking statements include those set forth in our filings with the SEC, Item 1A of our Annual Report on Form 10-K, and the following:

•

Current and future economic and market conditions in the United States generally or in the communities we serve, including the effects of declines in property values, high unemployment rates and overall slowdowns in economic growth should these events occur.

•

The effects of trade, monetary and fiscal policies and laws.

•

Possible losses of businesses and population in Los Angeles, Orange, Ventura, San Bernardino or Riverside Counties.

•

Loss of customer checking and money-market account deposits as customers pursue other higher-yield investments, particularly in a rising interest rate environment.

•

Possible changes in consumer and business spending and saving habits and the related effect on our ability to increase assets and to attract deposits.

•

Competitive market pricing factors.

•

Deterioration in economic conditions that could result in increased loan losses.

•

Risks associated with concentrations in real estate related loans.

•

Risks associated with concentrations in deposits.

•

Loss of significant customers.

•

Market interest rate volatility.

•

Possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans.

•

Changes in the speed of loan prepayments, loan origination and sale volumes, loan loss provisions, charge offs or actual loan losses.

•

Compression of our net interest margin.

•

Stability of funding sources and continued availability of borrowings to the extent necessary.

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•

Changes in legal or regulatory requirements or the results of regulatory examinations that could restrict growth.

•

The inability of our internal disclosure controls and procedures to prevent or detect all errors or fraudulent acts.

•

Inability of our framework to manage risks associated with our business, including operational risk and credit risk, to mitigate all risk or loss to us.

•

Our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks such as data security breaches, “denial of service” attacks, “hacking” and identity theft.

•

The effects of man-made and natural disasters, including earthquakes, floods, droughts, brush fires, tornadoes and hurricanes.

•

The effect of labor and port slowdowns on small businesses.

•

Risks of loss of funding of Small Business Administration or SBA loan programs, or changes in those programs.

•

Lack of take-out financing or problems with sales or lease-up with respect to our construction loans.

•

Our ability to recruit and retain key management and staff.

•

Availability of, and competition for, acquisition opportunities.

•

Risks associated with merger and acquisition integration.

•

Significant decline in the market value of the Company that could result in an impairment of goodwill.

•

Regulatory limits on the Bank’s ability to pay dividends to the Company.

•

New accounting pronouncements.

•

The impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and related rules and regulations on the Company’s business operations and competitiveness.

•

Our ability to comply with applicable capital and liquidity requirements (including the finalized Basel III capital standards), including our ability to generate capital internally or raise capital on favorable terms.

•

Increased regulation of the securities markets, including the securities of the Company, whether pursuant to the Sarbanes-Oxley Act of 2002, or otherwise.

•

The effects of any damage to our reputation resulting from developments related to any of the items identified above.

Forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events.

For a more complete discussion of these risks and uncertainties, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and particularly, Item 1A, titled “Risk Factors.”

OVERVIEW

CU Bancorp (the “Company”) is a bank holding company whose operating subsidiary is California United Bank. As a bank holding company, CU Bancorp is subject to regulation of the Federal Reserve Board (“FRB”). The term “Company”, as used throughout this document, refers to the consolidated balance sheets and consolidated statements of income of CU Bancorp and California United Bank.

California United Bank (the “Bank”) is a full-service commercial business bank offering a broad range of banking products and services including: deposit services, lending and cash management to small and medium-sized businesses in Los Angeles, Orange, Ventura and San Bernardino counties, to non-profit organizations, to business principals and entrepreneurs, to the professional community, including attorneys, certified public accountants, financial advisors, healthcare providers and investors. The Bank opened for business in 2005, with its current headquarters office located in Los Angeles, California. As a state chartered non-member bank, the Bank is subject to regulation by the California Department of Business Oversight, (the “DBO”) and the Federal Deposit Insurance Corporation (“FDIC”). The deposits of the Bank are insured by the FDIC, to the maximum amount allowed by law.

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Total assets increased $389 million or 15% from December 31, 2014 to $2.6 billion at September 30, 2015, mainly due to deposit growth of $312 million and earnings available to common shareholders of $15 million. Loan growth during the period was concentrated primarily in Commercial and Industrial loans of $28 million, Owner-Occupied Nonresidential Property loans of $37 million and Other Nonresidential Property loans of $34 million. Funding the loan growth of the Company for the nine months ended September 30, 2015 were increases in non-interest bearing demand deposits of $216 million, interest bearing deposits of $51 million and money market and savings deposit of $48 million. At September 30, 2015 and December 31, 2014, non-interest bearing deposits represented 55% and 53% of total deposits, respectively.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions, and other subjective assessments. We have identified several accounting policies that, due to judgments, estimates, and assumptions inherent in those policies, are essential to an understanding of our consolidated financial statements. These policies relate to the methodologies that determine our allowance for loan loss, the valuation of impaired loans, the classification and valuation of investment securities, accounting for and valuation of derivatives and hedging activities, accounting for business combinations, evaluation of goodwill for impairment, and accounting for income taxes.

Our critical accounting policies are described in greater detail in the Company’s 2014 Annual Report on Form 10-K, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations –Critical Accounting Policies and Estimates. We believe that our most critical accounting policies upon which our financial condition depends, and which involve the most complex or subjective decisions or assessment, are as follows:

Allowance for Loan Loss

The allowance for loan loss (“Allowance”) is established by a provision for loan losses that is charged against income, increased by charges to expense and decreased by charge-offs (net of recoveries). Loan charge-offs are charged against the Allowance when management believes the collectability of loan principal becomes unlikely. Subsequent recoveries, if any, are credited to the Allowance.

The Allowance is an amount that management believes will be adequate to absorb estimated charge-offs related to specifically identified loans, as well as probable loan losses inherent in the balance of the loan portfolio, based on an evaluation of the collectability of existing loans and prior loss experience. Management carefully monitors changing economic conditions, the concentrations of loan categories and collateral, the financial condition of the borrowers, the history of the loan portfolio, as well as historical peer group loan loss data to determine the adequacy of the Allowance. The Allowance is based upon estimates, and actual charge-offs may vary from the estimates. No assurance can be given that adverse future economic conditions will not lead to delinquent loans, increases in the provision for loan losses and/or charge-offs. These evaluations are inherently subjective, as they require estimates that are susceptible to significant revisions as conditions change. In addition, regulatory agencies, as an integral part of their examination process, may require additions to the Allowance based on their judgment about information available at the time of their examinations. Management believes that the Allowance as of September 30, 2015 is adequate to absorb known and probable losses in the loan portfolio.

The Allowance consists of specific and general components. The specific component relates to loans that are categorized as impaired. For loans that are categorized as impaired, a specific allowance is established when the realizable value of the impaired loan is lower than the carrying value of that loan. The general component covers non-impaired loans and is based on the type of loan and historical charge-off experience adjusted for qualitative factors.

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While the general allowance covers all non-impaired loans and is based on historical loss experience adjusted for the various qualitative factors, the change in the Allowance from one reporting period to the next may not directly correlate to the rate of change of nonperforming loans for the following reasons:

•

A loan moving from the impaired performing status to an impaired non-performing status does not mandate an automatic increase in the allowance. The individual loan is evaluated for a specific allowance requirement when the loan moves to the impaired status, not when the loan moves to non-performing status. In addition, the impaired loan is reevaluated at each subsequent reporting period. Impairment is measured based on the present value of the expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, the Company may measure impairment based on the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

•

Not all impaired loans require a specific allowance. The payment performance of the borrower may require an impaired classification, but the collateral evaluation may support adequate collateral coverage. For a number of impaired loans in which borrower performance is in question, the collateral coverage may be sufficient because a partial charge off of the loan has been taken. In those instances, neither a general allowance nor a specific allowance is assessed.

Investment Securities

The Company currently classifies its investment securities under the available-for-sale and held-to-maturity classification. Under the available-for-sale classification, securities can be sold in response to certain conditions, such as changes in interest rates, changes in the credit quality of the securities, when the credit quality of a security does not conform with current investment policy guidelines, fluctuations in deposit levels, loan demand or need to restructure the portfolio to better match the maturity or interest rate characteristics of liabilities with assets. Securities classified as available-for-sale are accounted for at their current fair value rather than amortized cost. Unrealized gains or losses are excluded from net income and reported as a separate component of accumulated other comprehensive income (loss) included in shareholders’ equity. Under the held-to-maturity classification, if the Company has the intent and the ability at the time of purchase to hold these securities until maturity, they are classified as held-to-maturity and are stated at amortized cost.

As of each reporting date, the Company evaluates the securities portfolio to determine if there has been an other-than-temporary impairment (“OTTI”) on each of the individual securities in the investment securities portfolio. If it is probable that the Company will be unable to collect all amounts due according to the contractual terms of a debt security not impaired at acquisition, an OTTI shall be considered to have occurred. Once an OTTI is considered to have occurred, the credit portion of the loss is required to be recognized in current earnings, while the non-credit portion of the loss is recorded as a separate component of shareholders’ equity.

In estimating whether an other-than-temporary impairment loss has occurred, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, (iii) the current liquidity and volatility of the market for each of the individual security categories, (iv) the current slope and shape of the Treasury yield curve, along with where the economy is in the current interest rate cycle, (v) the spread differential between the current spread and the long-term average spread for that security category, (vi) the projected cash flows from the specific security type, (vii) any financial guarantee and financial condition of the guarantor and (viii) the intent and ability of the Company to retain its investment in the issue for a period of time sufficient to allow for any anticipated recovery in fair value.

If it’s determined that an OTTI exists on a debt security, the Company then determines if (a) it intends to sell the security or (b) it is more likely than not that it will be required to sell the security before its anticipated recovery. If either of the conditions is met, the Company will recognize the amount of the OTTI in earnings equal to the difference between the security’s fair value and its adjusted cost basis. If neither of the conditions is met, the Company determines (a) the amount of the impairment related to credit loss and (b) the amount of the impairment due to all other factors. The difference between the present value of the cash flows expected to be collected and the amortized cost basis is the credit loss. The credit loss is the portion of the other-than-temporary impairment that is recognized in earnings and is a reduction to the cost basis of the security. The portion of total impairment related to all other factors is included in other comprehensive income. Significant judgment is required in this analysis that includes, but is not limited to assumptions regarding the collectability of principal and interest, future default rates, future prepayment speeds, the amount of current delinquencies that will result in defaults and the amount of eventual recoveries expected on these defaulted loans through the foreclosure process.

Realized gains and losses on sales of securities are recognized in earnings at the time of sale and are determined on a specific-identification basis. Purchase premiums and discounts are recognized in interest income using the interest method

Page 44 of 72

over the expected maturity term of the securities. For mortgage-backed securities, the amortization or accretion is based on estimated average lives of the securities. The lives of these securities can fluctuate based on the amount of prepayments received on the underlying collateral of the securities. The amount of prepayments varies from time to time based on the interest rate environment and the rate of turnover of mortgages.

Derivative Financial Instruments and Hedging Activities

All derivative instruments (interest rate swap contracts) were recognized on the consolidated balance sheet at their current fair value. For derivatives designated as fair value hedges, changes in the fair value of the derivative and hedged item related to the hedged risk are recognized in earnings. ASC Topic 815 establishes the accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. ASC Topic 815 requires that changes in the derivative’s fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Accounting for qualifying hedges allows a derivative’s gains and losses to offset related results on the hedged item in the income statement, and requires that a company must formally document, designate and assess the effectiveness of transactions that receive hedge accounting.

On the date a derivative contract is entered into by the Company, the Company will designate the derivative contract as either a fair value hedge (i.e. a hedge of the fair value of a recognized asset or liability), a cash flow hedge (i.e. a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability), or a stand-alone derivative (i.e. an instrument with no hedging designation). For a derivative designated as a fair value hedge, the changes in the fair value of the derivative and of the hedged item attributable to the hedged risk are recognized in earnings. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded in other comprehensive income and are recognized in the income statement when the hedged item affects earnings. Changes in the fair value of derivatives that do not qualify for hedge accounting are reported currently in earnings, as other non-interest income. The Company also formally assesses the hedge’s current effectiveness in offsetting changes in the fair values of the hedged items. On an ongoing basis, the derivatives that are used in hedging transactions are evaluated as to how effective they are in offsetting changes in fair values or cash flows of hedged items.

The Company will discontinue hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting change in the fair value of the hedged item, the derivative expires or is sold, is terminated, or management determines that designation of the derivative as a hedging instrument is no longer appropriate. When hedge accounting is discontinued, the Company will continue to carry the derivative on the balance sheet at its fair value (if applicable), but will no longer adjust the hedged asset or liability for changes in fair value. The adjustments of the carrying amount of the hedged asset or liability will be accounted for in the same manner as other components of the carrying amount of that asset or liability, and the adjustments are amortized to interest income over the remaining life of the hedged item upon the termination of hedge accounting.

Business Combinations

The Company has a number of fair value adjustments recorded within the consolidated financial statements at September 30, 2015 that were created from the business combinations with California Oaks State Bank (COSB), Premier Commercial Bancorp (PC Bancorp) and 1^st Enterprise Bank (1^st Enterprise) on December 31, 2010, July 31, 2012 and November 30, 2014, respectively. These fair value adjustments include the Company’s goodwill, fair value adjustments on loans, core deposit intangible assets, other intangible assets, fair value adjustments to acquired lease obligations, fair value adjustments to high rate certificates of deposit and fair value adjustments on derivatives. The assets and liabilities acquired through acquisition have been accounted for at fair value as of the date of the acquisition. The goodwill that was recorded on the transactions represented the excess of the purchase price over the fair value of net assets acquired. If the consideration paid would have been less than the fair value of the net assets acquired, the Company would have recorded a bargain purchase gain. Goodwill is not amortized and is reviewed for impairment on October 1st of each year. If an event occurs or circumstances change that results in it being probable that the Company’s fair value has declined below its book value, the Company would perform an impairment analysis at that time.

The core deposit intangibles on non-maturing deposits, which represent the intangible value of depositor relationships resulting from deposit liabilities assumed through acquisition, are being amortized over the projected useful lives of the deposits. The average remaining life of the core deposit intangible is estimated at approximately 7 years at September 30, 2015. Core deposit intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

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Purchased Credit Impaired (“PCI”) loans are acquired loans with evidence of deterioration of credit quality since origination and it is probable at the acquisition date, that the Company will not be able to collect all contractually required amounts. When the timing and/or amounts of expected cash flows on such loans are not reasonably estimable, no interest is accreted and the loan is reported as a non-accrual loan; otherwise, if the timing and amounts of expected cash flows for PCI loans are reasonably estimable, then interest is accreted and the loans are reported as accruing loans. The non-accretable portion represents the difference between the undiscounted contractual cash flows and the undiscounted expected cash flows, and also reflects the estimated credit losses in the acquired loan portfolio at the acquisition date and can fluctuate due to changes in expected cash flows during the life of the PCI loans. For non-PCI loans, loan fair value adjustments consist of an interest rate premium or discount and a credit component on each individual loan and are amortized to loan interest income based on the effective yield method over the remaining life of the loans.

Income Taxes

Deferred income tax assets and liabilities are computed using the asset and liability method, which recognizes a liability or asset representing the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events that have been recognized in the financial statements. A valuation allowance is established to the extent necessary to reduce the deferred tax asset to the level at which it is “more likely than not” that the tax assets or benefits will be realized. Realization of tax benefits for deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carryback and carryforward period and that current tax law will allow for the realization of those tax benefits.

The Company is required to account for uncertainty associated with the tax positions it has taken or expects to be taken on past, current and future tax returns. Where there may be a degree of uncertainty as to the tax realization of an item, the Company may only record the tax effects (expense or benefits) from an uncertain tax position in the financial statements if, based on its merits, the position is more likely than not to be sustained on audit by the taxing authorities. The Company does not believe that it has any material uncertain tax positions taken to date that are not more likely than not to be realized.

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RESULTS OF OPERATIONS

Key Profitability Measures

The following table presents key profitability measures for the periods indicated and the dollar and percentage changes between the periods (dollars in thousands, except per share data):


	Three Months Ended September 30,												Nine Months Ended September 30,
	Amounts						Increase (Decrease)						Amounts						Increase (Decrease)
	2015			2014			$			%			2015			2014			$			%
Net Income Available to Common Shareholders	$	5,970		$	2,549		$	3,421			134.21	%	$	14,852		$	7,601		$	7,251			95.40	%

Earnings per share
Basic	$	0.36		$	0.23		$	0.13			56.52	%	$	0.90		$	0.70		$	0.20			28.57	%
Diluted	$	0.35		$	0.23		$	0.12			52.17	%	$	0.88		$	0.68		$	0.20			29.41	%
Return on average tangible common equity		11.48	%		7.52	%		3.96	%		53	%		9.95	%		7.77	%		2.18	%		28.06	%
Return on average assets		0.93	%		0.69	%		0.24	%		34.78	%		0.82	%		0.72	%		0.10	%		13.89	%
Net interest rate spread		3.65	%		3.53	%		0.12	%		3.40	%		3.73	%		3.62	%		0.11	%		3.04	%
Net interest margin		3.79	%		3.70	%		0.09	%		2.43	%		3.87	%		3.80	%		0.07	%		1.84	%
Efficiency ratio (1)		59.34	%		67.91	%		8.57	%		(12.62	)%		61.49	%		67.95	%		(6.46	)%		(9.51	)%

(1)	Efficiency ratio is defined as non-interest expense as a percent of net interest income plus non-interest income, excluding gain on sale of securities, net.

Operations Performance Summary

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

Net income available to common shareholders for the three months ended September 30, 2015 was $6.0 million, or $0.35 per diluted share, compared to $2.5 million, or $0.23 per diluted share for the three months ended September 30, 2014. The $3.4 million increase, or 134%, was primarily due to a $9.0 million increase in net interest income after provision for loan losses and a $984,000 increase in non-interest income, offset by a $5.0 million increase in non-interest expense and a $1.2 million increase in provision for income tax expense. These increases are due to strong organic loan growth, coupled with the merger with 1st Enterprise on November 30, 2014. Salaries and employee benefits increased $3.7 million for the three months ended September 30, 2015, due to a larger employee base as a result of the merger. Occupancy expense also increased $466,000 for the same period due to additional locations. Further, core deposit intangible amortization increased $354,000 for the three months ended September 30, 2015, mainly due to the $7.4 million core deposit intangible recognized from the 1st Enterprise merger. Merger expenses were lower by $485,000 compared to the three months ended September 30, 2014. Each of these increases and or decreases is more fully described below.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Net income available to common shareholders for the nine months ended September 30, 2015 was $14.9 million, or $0.88 per diluted share, compared to $7.6 million, or $0.68 per diluted share for the nine months ended September 30, 2014. The $7.3 million increase, or 95%, was primarily due to a $24.5 million increase in net interest income after provision for loan losses and a $3.1 million increase in non-interest income, offset by a $15.6 million increase in non-interest expense and a $3.9 million increase in provision for income tax expense. These increases are due to strong organic loan growth coupled with the merger with 1st Enterprise on November 30, 2014. Salaries and employee benefits increased $10.3 million for the nine months ended September 30, 2015, due to a larger employee base as a result of the merger. Occupancy expense also increased $1.3 million for the same period due to additional locations. Further, core deposit intangible amortization increased $1.1 million for the nine months ended September 30, 2015, mainly due to the $7.4 million core deposit intangible recognized from the 1st Enterprise merger. Provision for loan losses also increased $2.3 million, as a result of strong organic loan growth and net charge-offs of $476,000. Merger expenses were lower by $630,000 compared to the nine months ended September 30, 2014. Each of these increases and or decreases is more fully described below.

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Average Balances, Interest Income and Expense, Yields and Rates

The following tables present the Company’s average balance sheets, together with the total dollar amounts of interest income and interest expense and the weighted average interest yield/rate for the periods presented. All average balances are daily average balances (dollars in thousands).


	Three Months Ended
	September 30, 2015							September 30, 2014
	Average Balance		Interest		Average Yield/Rate (5)			Average Balance		Interest		Average Yield/Rate (5)
Interest Earning Assets:
Deposits in other financial institutions	$	329,640	$	293		0.35	%	$	278,623	$	248		0.35	%
Investment securities (2)		281,476		1,124		1.60	%		121,124		589		1.95	%
Loans (1)		1,735,977		21,689		4.96	%		969,668		12,401		5.07	%

Total interest-earning assets		2,347,093		23,106		3.91	%		1,369,415		13,238		3.84	%
Non-interest-earning assets		212,301							91,123

Total Assets	$	2,559,394						$	1,460,538


Interest Bearing Liabilities:
Interest bearing transaction accounts	$	268,877	$	105		0.15	%	$	150,160	$	70		0.18	%
Money market and savings deposits		701,189		427		0.24	%		363,693		225		0.25	%
Certificates of deposit		61,243		53		0.34	%		59,362		58		0.39	%

Total Interest Bearing Deposits		1,031,309		585		0.23	%		573,215		353		0.24	%
Securities sold under agreements to repurchase		15,306		9		0.23	%		14,210		8		0.22	%
Subordinated debentures		9,703		110		4.44	%		9,740		109		4.38	%

Total Interest Bearing Liabilities		1,056,318		704		0.26	%		597,165		470		0.31	%
Non-interest bearing demand deposits		1,190,170							699,592

Total funding sources		2,246,488							1,296,757
Non-interest bearing liabilities		17,717							16,041
Shareholders’ Equity		295,189							147,740

Total Liabilities and Shareholders’ Equity	$	2,559,394						$	1,460,538


Excess of interest-earning assets over funding sources	$	100,605						$	72,658
Net interest income			$	22,402						$	12,768
Net interest rate spread (3)						3.65	%						3.53	%
Net interest margin (4)						3.79	%						3.70	%
Core net interest margin (6)						3.64	%						3.58	%

(1)	Average balances of loans are calculated net of deferred loan fees and fair value discounts, but would include non-accrual loans which have a zero yield.

(2)	Average balances of investment securities are presented on an amortized cost basis and thus do not include the unrealized market gain or loss on the securities.

(3)	Net interest rate spread represents the yield earned on average total interest-earning assets less the rate paid on average total interest bearing liabilities.

(4)	Net interest margin is computed by dividing annualized net interest income by average total interest-earning assets.

(5)	Annualized

(6)

Core net interest margin is computed by dividing annualized net interest income, excluding accelerated accretion of fair value discounts earned on early loan payoffs of acquired loans and interest recovered or reversed on non-accrual loans, by average total interest-earning assets. See the reconciliation table for core net interest margin.

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	Nine Months Ended
	September 30, 2015							September 30, 2014
	Average Balance		Interest		Average Yield/Rate (5)			Average Balance		Interest		Average Yield/Rate (5)

Interest Earning Assets:
Deposits in other financial institutions	$	264,560	$	741		0.37	%	$	261,617	$	665		0.34	%
Investment securities (2)		272,820		3,355		1.64	%		109,160		1,557		1.90	%
Loans (1)		1,686,967		62,239		4.93	%		950,427		36,691		5.16	%

Total interest-earning assets		2,224,347		66,335		3.99	%		1,321,204		38,913		3.94	%
Non-interest-earning assets		209,094							91,283

Total Assets	$	2,433,441						$	1,412,487


Interest Bearing Liabilities:
Interest bearing transaction accounts	$	254,092	$	303		0.16	%	$	142,575	$	194		0.18	%
Money market and savings deposits		681,852		1,218		0.24	%		363,603		681		0.25	%
Certificates of deposit		61,875		150		0.32	%		61,013		169		0.37	%

Total Interest Bearing Deposits		997,819		1,671		0.22	%		567,191		1,044		0.25	%
Securities sold under agreements to repurchase		12,896		21		0.22	%		13,870		27		0.26	%
Subordinated debentures		9,624		326		4.47	%		9,527		323		4.47	%

Total Interest Bearing Liabilities		1,020,339		2,018		0.26	%		590,588		1,394		0.32	%
Non-interest bearing demand deposits		1,106,491							661,883

Total funding sources		2,126,830							1,252,471
Non-interest bearing liabilities		17,892							15,787
Shareholders’ Equity		288,719							144,229

Total Liabilities and Shareholders’ Equity	$	2,433,441						$	1,412,487


Excess of interest-earning assets over funding sources	$	97,517						$	68,733
Net interest income			$	64,317						$	37,519
Net interest rate spread (3)						3.73	%						3.62	%
Net interest margin (4)						3.87	%						3.80	%
Core net interest margin (6)						3.77	%						3.65	%

(1)	Average balances of loans are calculated net of deferred loan fees and fair value discounts, but would include non-accrual loans which have a zero yield.

(2)	Average balances of investment securities are presented on an amortized cost basis and thus do not include the unrealized market gain or loss on the securities.

(3)	Net interest rate spread represents the yield earned on average total interest-earning assets less the rate paid on average total interest bearing liabilities.

(4)	Net interest margin is computed by dividing annualized net interest income by average total interest-earning assets.

(5)	Annualized

(6)

Core net interest margin is computed by dividing annualized net interest income, excluding accelerated accretion of fair value discounts earned on early loan payoffs of acquired loans and interest recovered or reversed on non-accrual loans or other nonrecurring items based on management’s judgment, by average total interest-earning assets. See the reconciliation table for core net interest margin.

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The following table represents a reconciliation of GAAP net interest margin to core net interest margin used by the Company. The table presents the information for the periods indicated (dollars in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net Interest Income	$	22,402		$	12,768		$	64,317		$	37,519
Less: Accelerated accretion of fair value adjustment on early loan payoffs and other associated payoff benefits		881			403			1,666			1,405

Core Net Interest Income	$	21,521		$	12,365		$	62,651		$	36,114

Net interest margin		3.79	%		3.70	%		3.87	%		3.80	%
Core net interest margin		3.64	%		3.58	%		3.77	%		3.65	%

The following table reflects the composition of the net deferred loan fees, costs and fair value discounts at September 30, 2015 and December 31, 2014 (dollars in thousands):


	September 30, 2015		December 31, 2014
Accreting loan discount	$	17,053	$	21,726
Non-accreting loan discount		934		567

Acquired loans remaining discount		17,987		22,293
Organic loans net deferred fees		4,085		3,471

Total	$	22,072	$	25,763

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Net Changes in Average Balances, Composition, Yields and Rates

The following tables set forth the composition of average interest-earning assets and average interest-bearing liabilities by category and by the percentage of each category to the total for the periods indicated, including the change in average balance, composition, and yield/rate between these respective periods (dollars in thousands):


	Three Months Ended September 30,
	2015								2014								Increase (Decrease)
	Average Balance		% of Total			Average Yield/ Rate			Average Balance		% of Total			Average Yield/ Rate			Average Balance			% of Total			Average Yield/ Rate
Interest-Earning Assets:
Deposits in other financial institutions	$	329,640		14.0	%		0.35	%	$	278,623		20.3	%		0.35	%	$	51,017			(6.3	)%		0.0	%
Investment securities		281,476		12.0	%		1.60	%		121,124		8.8	%		1.95	%		160,352			3.1	%		(0.35	)%
Loans		1,735,977		74.0	%		4.96	%		969,668		70.8	%		5.07	%		766,309			3.2	%		(0.11	)%

Total interest-earning assets	$	2,347,093		100.0	%		3.91	%	$	1,369,415		100.0	%		3.84	%	$	977,678			0.0	%		0.07	%

Interest-Bearing Liabilities:
Non-interest bearing demand deposits	$	1,190,170		53.0	%		—		$	699,592		53.9	%		—		$	490,578			(1.0	)%		—
Interest-bearing transaction accounts		268,877		12.0	%		0.15	%		150,160		11.6	%		0.18	%		118,717			0.4	%		(0.03	)%
Money market and savings deposits		701,189		31.2	%		0.24	%		363,693		28.0	%		0.25	%		337,496			3.2	%		(0.01	)%
Certificates of deposit		61,243		2.7	%		0.34	%		59,362		4.6	%		0.39	%		1,881			(1.9	)%		(0.05	)%

Total deposits		2,221,479		98.9	%		0.10	%		1,272,807		98.2	%		0.11	%		948,672			0.7	%		(0.01	)%
Securities sold under agreements to repurchase		15,306		0.7	%		0.23	%		14,210		1.1	%		0.22	%		1,096			(0.4	)%		(0.01	)%
Subordinated debentures		9,703		0.4	%		4.44	%		9,740		0.8	%		4.38	%		(37	)		(0.3	)%		0.06	%

Total borrowings		25,009		1.1	%		1.89	%		23,950		1.8	%		1.94	%		1,059			(0.7	)%		(0.05	)%

Total funding sources	$	2,246,488		100.0	%		0.12	%	$	1,296,757		100.0	%		0.14	%	$	949,731			0.0	%		(0.02	)%

Page 51 of 72


	Nine Months Ended September 30,
	2015								2014								Increase (Decrease)
	Average Balance		% of Total			Average Yield/ Rate			Average Balance		% of Total			Average Yield/ Rate			Average Balance			% of Total			Average Yield/ Rate
Interest-Earning Assets:
Deposits in other financial institutions	$	264,560		11.9	%		0.37	%	$	261,617		19.8	%		0.34	%	$	2,943			(7.9	)%		0.03	%
Investment securities		272,820		12.3	%		1.64	%		109,160		8.3	%		1.90	%		163,660			4.0	%		(0.26	)%
Loans		1,686,967		75.8	%		4.93	%		950,427		71.9	%		5.16	%		736,540			3.9	%		(0.23	)%

Total interest-earning assets	$	2,224,347		100.0	%		3.99	%	$	1,321,204		100.0	%		3.94	%	$	903,143			0.0	%		0.05	%

Interest-Bearing Liabilities:
Non-interest bearing demand deposits	$	1,106,491		52.0	%		—		$	661,883		52.8	%		—		$	444,608			(0.8	)%		—
Interest-bearing transaction accounts		254,092		11.9	%		0.16	%		142,575		11.4	%		0.18	%		111,517			0.6	%		(0.02	)%
Money market and savings deposits		681,852		32.1	%		0.24	%		363,603		29.0	%		0.25	%		318,249			3.0	%		(0.01	)%
Certificates of deposit		61,875		2.9	%		0.32	%		61,013		4.9	%		0.37	%		862			(2.0	)%		(0.05	)%

Total deposits		2,104,310		98.9	%		0.11	%		1,229,074		98.1	%		0.11	%		875,236			0.8	%		0.00	%
Securities sold under agreements to repurchase		12,896		0.6	%		0.22	%		13,870		1.1	%		0.26	%		(974	)		(0.5	)%		(0.04	)%
Subordinated debentures		9,624		0.5	%		4.47	%		9,527		0.8	%		4.47	%		97			(0.3	)%		0.00	%

Total borrowings		22,520		1.1	%		2.06	%		23,397		1.9	%		2.00	%		(877	)		(0.8	)%		0.06	%

Total funding sources	$	2,126,830		100.0	%		0.13	%	$	1,252,471		100.0	%		0.15	%	$	874,359			0.0	%		(0.02	)%

Page 52 of 72

Volume and Rate Variance Analysis of Net Interest Income

The following table presents the dollar amount of changes in interest income and interest expense due to changes in average balances of interest-earning assets and interest bearing liabilities and changes in interest rates. For each category of interest-earning assets and interest bearing liabilities, information is provided on changes attributable to: (i) changes in volume (i.e. changes in average balance multiplied by prior period rate) and (ii) changes in rate (i.e. changes in rate multiplied by prior period average balance). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately based on the absolute dollar amounts of the changes due to volume and rate (dollars in thousands):


	Three Months Ended September 30, 2015 vs. 2014
	Increase (Decrease) Due To
	Volume		Rate			Total
Interest Income
Loans	$	9,768	$	(480	)	$	9,288
Deposits in other financial institutions		45		—			45
Investment securities		781		(246	)		535

Total interest income		10,594		(726	)		9,868

Interest Expense
Interest-bearing transaction accounts		58		(23	)		35
Money market and savings deposits		220		(18	)		202
Certificates of deposit		2		(7	)		(5	)

Total deposits		280		(48	)		232
Securities sold under agreements to repurchase		—		1			1
Subordinated debentures, net		1		—			1

Total borrowings		1		1			2

Total interest expense		281		(47	)		234


*Net Interest Income*	$	10,313	$	(679	)	$	9,634


	Nine Months Ended September 30, 2015 vs. 2014
	Increase (Decrease) Due To
	Volume		Rate			Total
Interest Income
Loans	$	28,453	$	(2,905	)	$	25,548
Deposits in other financial institutions		12		64			76

Investment securities		2,329		(531	)		1,798

Total interest income		30,794		(3,372	)		27,422

Interest Expense
Interest-bearing transaction accounts		145		(36	)		109
Money market and savings deposits		587		(50	)		537
Certificates of deposit		3		(22	)		(19	)

Total deposits		735		(108	)		627
Securities sold under agreements to repurchase		(2		(4	)		(6	)
Subordinated debentures, net		3		—			3

Total borrowings		1		(4	)		(3	)

Total interest expense		736		(112	)		624


*Net Interest Income*	$	30,058	$	(3,260	)	$	26,798

Page 53 of 72

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

The net interest margin increased 9 basis points to 3.79% for the three months ended September 30, 2015 compared to 3.70% for the three months ended September 30, 2014. The existing low interest rate environment continues to contribute to the loan yield compression, as new loans have been originated at lower interest rates than those loans that have been paid off in 2014 and 2015. While the Company has experienced compression in the yields on its loan portfolio, particularly the commercial real estate portfolio, growth in average loans and a shift to more loans in the mix of earning assets, has helped support the net interest margin. The Company’s net interest income was positively impacted in both the third quarter of 2015 and the third quarter of 2014 by the recognition of fair value discount earned on early payoffs of acquired loans. In the third quarter of 2015 the Company recorded $560,000 in discount earned on early loan payoffs of acquired loans and other associated payoff benefits aggregating to $321,000, with a positive impact on the net interest margin of 15 basis points. In the third quarter of 2014 the Company recorded $403,000 in discount earned on early loan payoffs of acquired loans, with a positive impact on the net interest margin of 12 basis points.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

The net interest margin increased 7 basis points to 3.87% for the nine months ended September 30, 2015 compared to 3.80% for the nine months ended September 30, 2014. The existing low interest rate environment continues to contribute to the loan yield compression, as new loans have been originated at lower interest rates than those loans that have been paid off in 2014. While the Company has experienced compression in the yields on its loan portfolio, growth in average loans has helped support the net interest margin due to changes in the mix of earnings assets. The Company’s net interest income was positively impacted in both the nine months ended September 30, 2015 and 2014 by the recognition of fair value discount earned on early payoffs of acquired loans. In the first nine months of 2015 the Company recorded $1.1 million in discount earned on early loan payoffs of acquired loans and other associated payoff benefits aggregating to $522,000, with a positive impact on the net interest margin of 11 basis points. In the first nine months of 2014 the Company recorded $1.4 million in discount earned on early loan payoffs of acquired loans, with a positive impact on the net interest margin of 15 basis points.

Provision for Loan Losses

The Company maintains an allowance for loan loss (“Allowance”) to provide for probable losses in the loan portfolio. Additions to the Allowance are made by charges to operating expense in the form of a provision for loan losses. All loans that are judged to be uncollectible will be charged against the Allowance, while any recoveries will be credited to the Allowance.

Provision for loan losses for the three months ended September 30, 2015 was $705,000 compared to $35,000 for the three months ended September 30, 2014. The Company had $89 million of net organic loan growth for the quarter ended September 30, 2015, compared to $15.5 million for the same quarter a year ago. Net recoveries for the three months ended September 30, 2015 were $136,000, compared to net recoveries of $29,000 in 2014. Provision for loan losses for the nine months ended September 30, 2015 was $3 million, compared to $518,000 for the nine months ended September 30, 2014. The Company had $246 million of net organic loan growth for the nine months ended September 30, 2015, compared to $87.5 million for the nine months ended September 30, 2014. Net charge-offs for the nine months ended September 30, 2015 were $476,000, compared to net recoveries of $227,000 in 2014. See further discussion in Balance Sheet Analysis, Allowance for Loan Loss.

Page 54 of 72

Non-interest Income


	Three Months Ended September 30,				Increase (Decrease)					Nine Months Ended September 30,				Increase (Decrease)
	2015		2014		$		%			2015		2014		$		%

Gain on sale of SBA loans, net		640		331		309		93	%		1,278		936		342		37	%
Deposit account service charge income		1,159		631		528		84	%		3,453		1,891		1,562		83	%
Other non-interest income		1,189		1,042		147		14	%		3,960		2,750		1,210		44	%

Total Non-Interest Income	$	2,988	$	2,004	$	984		49	%	$	8,691	$	5,577	$	3,114		56	%

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

Non-interest income increased $984,000 or 49% to $3 million for the three months ended September 30, 2015 compared to $2 million for the three months ended September 30, 2014. This change was mainly due to a $528,000 increase in the deposit account service charge income as a result of the merger and a $309,000 increase in gain on sale of SBA loans. Other non-interest income increased by $147,000 mainly due to a $177,000 increase in BOLI income and $277,000 increase in FHLB dividend income offset by a $215,000 decrease in loan-related income. The increase in BOLI income is a result of the 1^st Enterprise merger and additional purchases made in the first quarter of 2015. In light of the consistent increase in the quarterly dividend rate from the FHLB, the Company accrues for the dividend as it is earned beginning in the third quarter of 2015. Previously the Company recorded the dividend as income in the period received; as a result, the accrual of $200,000 for the dividend earned in the third quarter of 2015, which will be received early in the fourth quarter of 2015, overlaps with the second quarter dividend payment of $200,000 received and recorded as income early in the third quarter of 2015.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Non-interest income increased $3 million or 56% to $9 million for the nine months ended September 30, 2015 compared to $6 million for the nine months ended September 30, 2014. This change was mainly due to a $2 million increase in the deposit account service charge income as a result of the merger and a $342,000 increase in gain on sale of SBA loans. Other non-interest increased by $1 million mainly due to a $484,000 increase in BOLI income, a $760,000 increase in FHLB dividend income, a $150,000 increase in interchange fees and a $227,000 increase in letter of credit fees, offset by a $530,000 decrease in loan-related income. The increase in BOLI income is a result of the 1^st Enterprise merger and additional purchases made in the first quarter of 2015. In light of the consistent increase in the quarterly dividend rate from the FHLB, the Company accrues for the dividend as it is earned beginning in the third quarter of 2015. Previously the Company recorded the dividend as income in the period received; as a result, the accrual of $200,000 for the dividend earned in the third quarter of 2015, which will be received early in the fourth quarter of 2015, overlaps with the second quarter of dividend payment of $200,000 received and recorded as income early in the third quarter of 2015. Further, the Company received a $296,000 special dividend from the FHLB in the second quarter of 2015.

Page 55 of 72

Non-interest Expense

The following table sets forth certain information with respect to the Company’s non-interest expense for the periods indicated (dollars in thousands):


	Three Months Ended September 30,				Increase (Decrease)						Nine Months Ended September 30,				Increase (Decrease)
	2015		2014		$			%			2015		2014		$			%
Salaries and employee benefits	$	8,934	$	5,621	$	3,313			59	%	$	26,045	$	16,554	$	9,491			57	%
Stock based compensation expense		810		445		365			82	%		2,130		1,332		798			60	%
Occupancy		1,465		999		466			47	%		4,300		2,970		1,330			45	%
Data processing		596		472		124			26	%		1,872		1,423		449			32	%
Legal and professional		412		456		(44	)		(10	)%		1,914		1,390		524			38	%
FDIC deposit assessment		370		195		175			90	%		1,054		596		458			77	%
Merger expenses		146		631		(485	)		(77	)%		498		1,128		(630	)		(56	)%
OREO valuation write-downs and expenses		153		8		145			1813	%		179		14		165			1179	%
Office services expense		383		219		164			75	%		1,204		721		483			67	%
Core deposit intangible amortization		419		65		354			544	%		1,262		203		1,059			522	%
Other operating expenses		1,379		920		813			83	%		4,434		2,947		1,487			50	%

Total Non-Interest Expense	$	15,067	$	10,031	$	5,036			50	%	$	44,892	$	29,278	$	15,614			53	%

Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

Non-interest expense increased $5 million or 50% to $15 million for the three months ended September 30, 2015 compared to $10 million for the three months ended September 30, 2014. The overall increase between the quarters was primarily the result of combined operations after the merger in November 2014, which accounted for the increases in many categories of expenses, including $358,000 for three months of core deposit intangible amortization related to the 1^st Enterprise merger. Additionally, the Company recorded a charge of $133,000 for an OREO valuation write-down in the third quarter of 2015. These increases were offset by a $485,000 decrease in merger expenses, as the three months ended September 30, 2014 included activities related to the 1st Enterprise merger. The Company had 266 active full-time equivalent employees at September 30, 2015 compared to 178 at September 30, 2014.

Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Non-interest expense increased $16 million or 53% to $45 million for the nine months ended September 30, 2015 compared to $29.3 million for the nine months ended September 30, 2014. The overall increase between the quarters was primarily the result of combined operations after the merger in November 2014, which accounted for the increases in many categories of expenses, including $1 million for nine months of core deposit intangible amortization related to the 1^st Enterprise merger. Additionally, the Company recorded a charge of $133,000 for an OREO valuation write-down in the third quarter of 2015. These increases were offset by a $630,000 decrease in merger expenses, as the nine months ended September 30, 2014 included activities related to the 1st Enterprise merger. The Company had 266 active full-time equivalent employees at September 30, 2015 compared to 178 at September 30, 2014.

Page 56 of 72

Income Taxes

The effective tax rate for the three months ended September 30, 2015 was 34.9% compared to 45.8% for the three months ended September 30, 2014. The effective tax rate for the nine months ended September 30, 2015 was 37.8% compared to 42.9% for the nine months ended September 30, 2014. Merger expenses of $145,000 and $498,000 for the three and nine months ended September 30, 2015 were tax-deductible compared to $630,000 and $1,127,000 in merger related expenses that were non-deductible for the three and nine months ended September 30, 2014. The Company’s effective tax rate during the three and nine months ended September 30, 2015 is impacted by the increase in cash surrender value of bank owned life insurance policies which is excluded from taxable income and deductions from disqualifying disposition of incentive stock options. In addition, the Company has invested in Qualified Affordable Housing Projects “LIHTC” that generate tax credits and benefits for the Company. The Company operates in the Federal and California jurisdictions and the blended statutory tax rate for Federal and California income taxes is 42.05%. For the three months ended September 30, 2015, the Company also recognized a combined one-time benefit of $465,000 primarily relating to the filing of the final 1^st Enterprise tax returns and the CU Bancorp tax return for the year ended December 31, 2014. The Company’s effective tax rate without the discrete benefit is 39% year to date.

Page 57 of 72

FINANCIAL CONDITION

Balance Sheet Analysis

Total assets increased $389 million from December 31, 2014 to $2.6 billion at September 30, 2015 with an increase of $179 million in cash and cash equivalents and an increase of $147 million in loans, mainly driven by a $312 million increase in total deposits during the period. The increase in loans from the prior year was due to strong organic loan growth. Net organic loan growth during the period was $246 million, partially offset by $99 million in pay downs and pay offs in the acquired loan portfolios. Loan growth during the period was concentrated primarily in Commercial and Industrial loans of $28 million, Owner-Occupied Nonresidential Property loans of $37 million and Other Nonresidential Property loans of $34 million.

Funding the asset growth for the Company for the first nine months of 2015 was the growth in deposits of $312 million, increase in securities sold under agreements to repurchase of $7 million and earnings of $15 million. Further, the deposit growth of $312 million is the result of a $216 million increase in non-interest bearing demand deposits, a $51 million increase in interest bearing transaction accounts and a $48 million increase in money market and savings deposits, offset by a decrease of $3 million in certificates of deposit. Non-interest bearing deposits represented 55% and 53% of total deposits at September 30, 2015 and December 31, 2014 respectively.

Lending

The following table presents the composition of the loan portfolio at the dates indicated (dollars in thousands):


	September 30, 2015					December 31, 2014
	Amount		% of Total			Amount		% of Total
Commercial and Industrial Loans:	$	556,462		32	%	$	528,517		32	%

Loans Secured by Real Estate:
Owner-Occupied Nonresidential Properties		376,579		21	%		339,309		21	%
Other Nonresidential Properties		515,402		29	%		481,517		30	%
Construction, Land Development and Other Land		94,353		5	%		72,223		4	%
1-4 Family Residential Properties		125,635		7	%		121,985		8	%
Multifamily Residential Properties		65,275		4	%		52,813		3	%

Total Loans Secured by Real Estate		1,177,244		66	%		1,067,847		66	%


Other Loans:		37,641		2	%		28,359		2	%



Total Loans	$	1,771,347		100	%	$	1,624,723		100	%

Page 58 of 72

The following table is a breakout of the Company’s gross loans stratified by the industry concentration of the borrower by their respective NAICS code at the dates indicated (dollars in thousands):


	September 30, 2015					December 31, 2014
	Amount		% of Total			Amount		% of Total
Real Estate	$	811,868		46	%	$	744,663		46	%
Manufacturing		167,162		9	%		161,233		10	%
Wholesale		129,952		7	%		124,336		8	%
Construction		154,085		9	%		113,763		7	%
Finance		113,956		6	%		96,074		6	%
Hotel/Lodging		101,239		6	%		88,269		5	%
Professional Services		53,147		3	%		64,215		4	%
Other Services		47,359		3	%		45,781		3	%
Healthcare		47,041		3	%		43,917		3	%
Retail		36,777		2	%		35,503		2	%
Administrative Services		26,164		1	%		28,016		2	%
Restaurant/Food Service		31,884		2	%		24,525		2	%
Transportation		21,596		1	%		18,158		1	%
Information		8,756		1	%		15,457		1	%
Education		9,192		1	%		10,253		1	%
Entertainment		5,610		—	%		8,284		1	%
Other		5,569		—	%		2,276		0	%

Total Loans	$	1,771,347		100	%	$	1,624,723		100	%

The Company’s loan origination and lending activities continue to be focused primarily on direct contact with its borrowers through the Company’s relationship managers and/or executive officers. Total loans were $1.8 billion at September 30, 2015, an increase of $147 million or 9% from $1.6 billion at December 31, 2014. The Company had approximately $246 million of net organic loan growth which was partially offset by approximately $99 million in loan pay downs and pay offs from the acquired loan portfolios. The increase in total loans from the end of the prior year included a $28 million increase in the commercial and industrial loan portfolio, $37 million increase in the owner-occupied nonresidential properties portfolio, a $34 million increase in the other nonresidential real estate properties portfolio, a $22 million increase in the construction, land development and other land properties portfolio, and a $12 million increase in the other loans portfolio.

In the owner-occupied nonresidential properties portfolio, there were three new loans with balances above $5 million and twenty three new loans with balances between $1 million and $5 million that were originated during the nine months ending September 30, 2015. The largest loan was a $12 million loan which was originated to refinance and pay off two existing loans with a combined exposure of $10 million that were originally made for the purchase and improvements of a commercial property located in the Company’s footprint. Additional funds were taken as cash out to increase the customer’s liquidity. This loan had a loan-to-value ratio of 71% at origination.

In the other nonresidential real estate properties portfolio, there were five new loans with balances above $5 million and seventeen new loans with balances between $1 million and $5 million that were originated during the nine months ending September 30, 2015. The largest loan was a $23 million loan originated to provide bridge financing on a multi-tenant retail center located in the Company’s footprint. This loan had a loan-to-value ratio of 70% at origination.

At September 30, 2015, the composition mix in the loan portfolio remains substantially the same in all categories compared to the end of the prior year. Commercial and industrial loans and owner-occupied real estate loans combined were $933 million or 53% of total loans at September 30, 2015, compared to $868 million or 53% at December 31, 2014.

We continue to establish new relationships and expand our current business, as evidenced by our increased commercial line of credit commitments, which are up $93 million or 12% from $778 million at December 31, 2014, as a result of strong organic growth, in addition to the 1^st Enterprise merger. Due to the dynamic nature of commercial and industrial lending, actual credit utilization may experience ebbs and flows. The Company’s commercial and industrial line of credit utilization was approximately 47% as of September 30, 2015, compared to 45% as of December 31, 2014.

Page 59 of 72

The Company had 53 commercial banking relationship managers and 9 commercial real estate relationship managers at September 30, 2015. This compares to 51 commercial banking relationship managers and 10 commercial real estate relationship managers at December 31, 2014. The Company’s credit approval process includes an examination of the collateral, cash flow, and debt service coverage of the loan, as well as the financial condition and credit references of the borrower. The Company’s senior management is actively involved in its lending activities and collateral valuation and review process and the Company obtains independent third party appraisals of real property securing commercial real estate loans, as required by applicable federal and state laws and regulations. There is also a problem loan committee comprised of senior management that reviews criticized loans.

The Company believes that it carefully manages credit risk in its loan portfolio and uses a variety of policy guidelines and analytical tools to achieve its asset quality objectives. There is also a director loan committee that reviews loan portfolio management.

Allowance for Loan Loss

The Allowance increased $2 million, to $15 million at September 30, 2015 from $13 million at December 31, 2014 due to a provision for loan losses of $2.8 million and net charge-offs of $476,000. The allowance for loan loss as a percentage of total loans was 0.84% at September 30, 2015 and 0.78% at December 31, 2014. The Allowance as a percentage of loans (excluding loan balances and the related Allowance on loans acquired through acquisition) was 1.30% and 1.39% at September 30, 2015 and December 31, 2014, respectively. The decrease in the allowance ratio related to organic loans was directly attributable to gradual improvements in the economic conditions within the Company’s markets, as well as a continued low level of non-performing assets at September 30, 2015.

The Company’s management considered the following factors in evaluating the allowance for loan loss at September 30, 2015:

•

During the nine months ended September 30, 2015 there were net loan charge-offs of $476,000

•

There were $933,000 in loan charge-offs during the nine months ended September 30, 2015 primarily due to one large loan

•

There were eighteen non-accrual loans totaling $4 million

•

The overall growth and composition of the loan portfolio

•

Changes to the overall economic conditions within the markets in which the Company makes loans

•

Concentrations within the loan portfolio, as well as risk conditions within its commercial and industrial loan portfolio

•

The remaining fair value adjustments on loans acquired through acquisition with special attention to the fair value adjustments associated with the purchased credit impaired loans

Management has considered various material elements of potential risk within the loan portfolio, including classified credits, pools of loans with similar characteristics, economic factors, trends in the loan portfolio and modification and changes in the Company’s lending policies, procedures and underwriting criteria. In addition, management recognized the potential for unforeseen events to occur when evaluating the qualitative factors in all categories of its analysis.

The Company analyzes historical net charge-offs in various loan portfolio segments when evaluating the allowance. For loan segments without previous loss experience, the analysis is adjusted to reflect regulatory peer group loss experience in those loan segments. The loss analysis is then adjusted for qualitative factors that may have an impact on loss experience in the particular loan segments.

The Allowance and the reserve for unfunded loan commitments are significant estimates that can and do change based on management’s process in analyzing the loan portfolio and on management’s assumptions about specific borrowers and applicable economic and environmental conditions, among other factors. In considering all of the above factors, management believes that the Allowance at September 30, 2015 is adequate. Although the Company maintains its Allowance at a level which it considers adequate to provide for probable loan losses, there can be no assurance that such losses will not exceed the estimated amounts, thereby adversely affecting future results of operations.

Loans acquired through acquisition are recorded at estimated fair value on their purchase date without a carryover of the related Allowance. Loans acquired with deteriorated credit quality are loans that have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect principal and interest payments

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according to contractual terms. These loans are accounted for under ASC Subtopic 310-30 Receivables – Loans and Debt Securities Acquired with Deteriorated Credit Quality. Evidence of credit quality deterioration as of the purchase date may include factors such as past due and non-accrual status. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the credit loss or non accretable yield. Further, any excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized into interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses.

The following table is a summary of the activity for the Allowance as of the dates and for the periods indicated (dollars in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Allowance for loan loss at beginning of period	$	14,124		$	11,284		$	12,610		$	10,603
Provision for loan losses		705			35			2,831			518
Net (charge-offs) recoveries:
Charge-offs		(42	)		(8	)		(933	)		(165	)
Recoveries		178			37			457			392

Net (charge-offs) recoveries		136			29			(476	)		227

Allowance for loan loss at end of period	$	14,965		$	11,348		$	14,965		$	11,348


Net (charge-offs) recoveries to average loans		0.01	%		0.00	%		(0.03	)%		(0.02	)%

The following is a summary of our asset quality data and key ratios at the dates indicated (dollars in thousands):


	September 30, 2015			December 31, 2014

Loans originated by the Bank on non-accrual	$	1,516		$	2,131
Loans acquired through acquisition that are on non-accrual		2,788			1,778

Total non-accrual loans		4,304			3,909
Other Real Estate Owned		1,292			850

Total non-performing assets	$	5,596		$	4,759


Net charge-offs year to date	$	476		$	232

Non-accrual loans to total loans		0.24	%		0.24	%

Total non-performing assets to total assets		0.21	%		0.21	%

Allowance for loan losses to total loans		0.84	%		0.78	%

Allowance for loan losses to total loans accounted at historical cost, which excludes purchased loans acquired by acquisition		1.30	%		1.39	%

Allowance for loan losses to non-accrual loans accounted at historical cost, which excludes non-accrual purchased loans acquired by acquisition and related allowance		987.0	%		591.7	%

Allowance for loan losses to total non-accrual loans		347.7	%		322.6	%

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Deposits

The following table presents the balance of each major category of deposits at the dates indicated (dollars in thousands):


	September 30, 2015					December 31, 2014
	Amount		% of Total			Amount		% of Total

Non-interest bearing demand deposits	$	1,248,348		55	%	$	1,032,634		53	%

Interest bearing transaction accounts		257,853		11	%		206,544		11	%

Money market and savings deposits		691,292		31	%		643,675		33	%

Certificates of deposit		62,320,		3	%		64,840		3	%

Total deposits	$	2,259,813		100	%	$	1,947,693		100	%

Total deposits increased $312 million to $2.3 billion at September 30, 2015, primarily due to a $216 million increase in non-interest bearing demand deposits, a $51 million increase in interest bearing transaction accounts and a $48 million increase in money market and savings deposits, offset by a decrease of $3 million in certificates of deposit. The increases in these deposits are primarily related to strong organic deposit growth in the first three quarters of 2015 coupled with the result of existing customers experiencing a variety of cash generating events in the third quarter of 2015. Non-interest bearing deposits represented 55% and 53% of total deposits at September 30, 2015 and December 31, 2014 respectively.

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LIQUIDITY

The following table provides a summary of the Bank’s primary and secondary liquidity levels at the dates indicated (dollars in thousands):


	September 30, 2015			December 31, 2014
	Amount			Amount
Primary Liquidity- On Balance Sheet:
Cash and due from banks	$	41,928		$	33,996
Interest-earning deposits in other financial institutions		269,298			98,590
Investment securities available-for-sale		256,085			226,962
Less: pledged cash and due from banks		—			(1,500	)
Less: pledged investment securities		(202,949	)		(148,805	)

Total primary liquidity	$	364,362		$	209,243

Ratio of primary liquidity to total deposits		16.1	%		10.7	%

Additional Liquidity Not Included In Primary Liquidity :
Certificates of deposit in other financial institutions	$	58,674		$	76,433
Less: Certificate of deposits pledged		(2,731	)		(2,731	)

Total additional liquidity	$	55,943		$	73,702


Secondary Liquidity- Off-Balance Sheet:
Available Borrowing Capacity:
Total secured borrowing capacity with FHLB	$	526.327		$	484,669
Fed Funds borrowing lines		67,000			71,000
Secured credit line with the FRBSF		19,495			17,528

Total secondary liquidity	$	612,822		$	446,215

As of September 30, 2015, the Company’s primary overnight source of liquidity consisted of the balances reflected in the table above. The Company’s primary liquidity consisted of cash and due from banks and interest-earning deposits at financial institutions. The amount of funds maintained directly with the Federal Reserve included in interest-earning deposits in other financial institutions was $218 million and $60 million, at September 30, 2015 and December 31, 2014, respectively. The next source of liquidity is the Company’s collateralized borrowings and unsecured borrowing facilities. In addition, the Company has $59 million of Certificates of deposits in other financial institutions where the average maturity is approximately 6 months that could be utilized over time to supplement the liquidity needs of the Company.

The Company’s primary long term source of funding has come from the liability side of the balance sheet and has historically been through the growth in non-interest bearing and interest bearing core deposits from new and existing customers. Additional sources of funds from the Company’s asset side of the balance sheet have included Federal Funds sold, interest-earning deposits with other financial institutions, balances maintained with the Federal Reserve Bank, short term certificates of deposit in other financial institutions and payments of principal and interest on loans and investment securities. While maturities and scheduled principal amortization on loans are a reasonably predictable source of funds, deposit flows and loan prepayments are greatly influenced by the level of interest rates, economic conditions and competition.

As an additional source of liquidity, the Company maintains credit facilities, “Fed Funds Borrowing Lines,” of $67 million with its primary correspondent banks for the purchase of overnight Federal funds. The lines are subject to availability of funds and have restrictions as to the number of days and length used during a month, $5 million of these credit facilities require the pledging of investment securities collateral.

The Company has established a secured credit facility with the FHLB of San Francisco which allows the Bank to borrow up to 25% of the Bank’s total assets, which equates to a credit line of approximately $618 million at September 30, 2015. The Company currently has no outstanding borrowings with the FHLB. As of September 30, 2015, the Company had $795 million of loan collateral pledged with the FHLB. This level of loan collateral would provide the Company with $526 million in borrowing capacity. Any amount of borrowings in excess of the $526 million would require the Company to pledge additional collateral. In addition, the Company must maintain a certain investment in the common stock of the FHLB.

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The Company’s investment in the common stock of the FHLB is $8 million at September 30, 2015. This level of capital would allow the Company to borrow up to $297 million. Any advances from the FHLB in excess of the $297 million would require additional purchases of FHLB common stock. The Company has $20 million in securities pledged with the FHLB at September 30, 2015.

The Company maintains a secured credit facility with the Federal Reserve Bank of San Francisco (“FRBSF”) which is collateralized by investment securities pledged with the FRB. At September 30, 2015, the Company’s available borrowing capacity was $19 million.

The Company maintains investments in short term certificates of deposit with other financial institutions, with an average remaining maturity of approximately 6 months, with various balances maturing monthly. The Company had balances of $59 million and $76 million at September 30, 2015 and December 31, 2014, respectively. At September 30, 2015, $3 million of the Company’s certificates of deposit with other financial institutions were pledged as collateral as credit support for the interest rate swap contracts and are not available as a source of liquidity.

At September 30, 2015 and December 31, 2014, $0 million and $1.5 million, respectively, of the Company’s due from bank balances was pledged as collateral as credit support for the interest rate swap contracts and is not available as a source of liquidity.

The Company’s commitments to extend credit (off-balance sheet liquidity risk) are agreements to lend funds to customers as long as there are no violations as established in the loan agreement. Many of the commitments are expected to expire without being drawn upon, and as such, the total commitment amounts do not necessarily represent future cash requirements. Financial instruments with off-balance sheet risk for the Company include both undisbursed loan commitments, as well as undisbursed letters of credit. The Company’s exposure to extend credit was $761 million and $720 million at September 30, 2015 and December 31, 2014, respectively.

The holding company liquidity on a stand-alone basis was $6 million and $5 million, in cash on deposit at the Bank, at September 30, 2015 and December 31, 2014, respectively. Management believes this amount of cash is currently sufficient to fund the holding company’s cash flow needs over at least the next twelve to twenty four months.

DIVIDENDS

To date, the Company has not paid any cash dividends on its common stock. Payment of stock or cash dividends in the future will depend upon earnings, liquidity, financial condition and other factors deemed relevant by our Board of Directors. Notification to the FRB is required prior to declaring and paying a dividend to shareholders that exceeds earnings for the period for which the dividend is being paid. This notification requirement is included in regulatory guidance regarding safety and soundness surrounding capital and includes other non-financial measures such as asset quality, financial condition, capital adequacy, liquidity, future earnings projections, capital planning and credit concentrations. Should the FRB object to dividend payments, the Company would be precluded from declaring and paying dividends, until approval is received or the Company no longer needs to provide notice under applicable guidance.

California law also limits the Company’s ability to pay dividends. A corporation may make a distribution/dividend from retained earnings to the extent that the retained earnings exceed (a) the amount of the distribution plus (b) the amount if any, of dividends in arrears on shares with preferential dividend rights. Alternatively, a corporation may make a distribution/dividend, if, immediately after the distribution, the value of its assets equals or exceeds the sum of (a) its total liabilities plus (b) the liquidation preference of any shares which have a preference upon dissolution over the rights of shareholders receiving the distribution/dividend.

The Bank is subject to certain restrictions on the amount of dividends that may be declared without regulatory approval. Such dividends shall not exceed the lesser of the Bank’s retained earnings or net income for its last three fiscal years (less any distributions to shareholders made during such period). In addition, the Bank may not pay dividends that would result in its capital being reduced below the minimum requirements for capital adequacy purposes.

On November 30, 2014, the Company entered into an Assignment and Assumption Agreement with the Secretary of the Treasury, pursuant to which the Company issued to the U.S. Treasury 16,400 shares of its Non-Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share and the Company assumed the obligations of 1^st Enterprise Bank in connection with its issuance of the same number and type of securities to the Treasury (which shares

Page 64 of 72

were retired in connection therewith). The issuance was pursuant to the Treasury’s SBLF program, a $30 billion fund established under the Small Business Jobs Act of 2010, which encourages lending to small businesses by providing capital to qualified community banks with assets of less than $10 billion. The Series A Preferred Stock is entitled to receive non-cumulative dividends payable quarterly on each January 1, April 1, July 1 and October 1. The current dividend rate is fixed at the current rate of 1% through January 2016. If the Series A Preferred Stock remains outstanding beyond January 2016, the dividend rate will be fixed at 9%. However, the dividend yield through November 30, 2018 approximates 7% as a result of business combination accounting.

As of September 30, 2015, both CU Bancorp “the holding company” and the Bank had positive retained earnings and positive net income that would allow either of them to declare and pay a dividend as of September 30, 2015. However, neither the holding company nor the Bank has plans to declare and pay a cash dividend on the common stock at the current time.

The Company has a program to repurchase a portion of an employee’s outstanding restricted stock upon the vesting of this restricted stock, but only in amounts necessary to cover the minimum employee tax withholding obligations at the option of the restricted stockholder (employee). The Company had this program in place during all of 2014 and through the nine months ending September 30, 2015. This program was designed to provide the Bank’s employees with the financial ability to cover their tax liability obligation associated with the vesting of their restricted stock at the date of vesting. These transactions under the State of California Corporations Code are defined as distributions to shareholders.

REGULATORY MATTERS

Capital Resources

The Company’s objective is to maintain a level of capital that will support sustained asset and loan growth, provide for anticipated credit risks, and ensure that regulatory guidelines and industry standards are met. The Company and the Bank are subject to certain minimum capital adequacy and minimum well capitalized category guidelines adopted by the FRB and the FDIC. These guidelines relate primarily to the Tier 1 leverage ratio, the Common Equity Tier 1 Ratio (“CET1”), the Tier 1 risk-based capital ratio, and the Total risk-based capital ratio.

On October 26, 2015, the Company filed a Form S-3 registration statement for offerings up to $100 million of certain types of securities. If drawn on, proceeds from the offering could be used for general corporate purposes. The registration statement represents capital resources available to the Company once the registration statement is deemed to be effective by the Securities Exchange Commission (SEC) and will be available for three years.

At September 30, 2015, the respective capital ratios of the Company and the Bank exceeded the minimum percentage requirements to be deemed “well-capitalized” under the current capital guidelines. The following tables present the regulatory capital ratios requirements and the actual capitalization levels of the Company and the Bank as of the dates indicated (dollars in thousands):

CU Bancorp


	September 30, 2015			December 31, 2014			Adequately Capitalized			Well Capitalized
	Amount			Amount			(greater than or equal to)
*Regulatory Capital Ratios:*
Tier 1 leverage ratio		9.78	%		12.92	%		4.0	%		5.00	%
Common Equity Tier 1 ratio		9.51	%		—			4.5	%		6.5	%
Total Tier 1 risk-based capital ratio		10.76	%		10.95	%		6.0	%		8.0	%
Total risk-based capital ratio		11.45	%		11.61	%		8.0	%		10.0	%

*Regulatory Capital Data:*
Common Equity Tier 1	$	215,498			—
Total Tier 1 capital		243,940		$	218,147
Total risk-based capital		259,466			231,228
Average total assets		2,493,216			1,689,096
Risk-weighted assets		2,266,843			1,992,043

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California United Bank


	September 30, 2015			December 31, 2014			Adequately Capitalized			Well Capitalized
	Amount			Amount			(greater than or equal to)
*Regulatory Capital Ratios:*
Tier 1 leverage ratio		9.49	%		12.44	%		4.0	%		5.0	%
Common Equity Tier 1 ratio		10.43	%		—			4.5	%		6.5	%
Total Tier 1 risk-based capital ratio		10.43	%		10.55	%		6.0	%		8.0	%
Total risk-based capital ratio		11.11	%		11.20	%		8.0	%		10.0	%

*Regulatory Capital Data:*
Common Equity Tier 1	$	236,523			—
Tier 1 capital		236,523		$	210,031
Total risk-based capital		252,049			223,112
Average total assets		2,492,987			1,688,308
Risk-weighted assets		2,267,860			1,991,253

The decrease in the Tier 1 leverage ratio at September 30, 2015 from December 31, 2014 is due to the increase in the average total assets for the nine months ended September 30, 2015 compared to the year ended December 31, 2014, as the assets acquired from the 1^st Enterprise merger were outstanding for all nine months in 2015 but only one month for the year ended December 31, 2014.

In July 2013, the federal bank regulatory agencies adopted final regulations which revised their risk-based and leverage capital requirements for banking organizations to meet requirements of Dodd-Frank and to implement international agreements reached by the Basel Committee on Banking Supervision intended to improve both the quality and quantity of banking organizations’ capital (“Basel III”). Dodd-Frank required the Federal Reserve to apply consolidated capital requirements to depository institution holding companies that are no less stringent than those currently applied to depository institutions.

The following are among the new requirements that were phased-in beginning January 1, 2015 under the new capital rules:

•

an increase in the minimum Tier 1 capital ratio from 4.00% to 6.00% of risk-weighted assets;

•

a new category and a required 4.50% of risk-weighted assets ratio is established for CET1 as a subset of Tier 1 capital limited to common equity;

•

a minimum non-risk-based leverage ratio is set at 4.00%;

•

changes in the permitted composition of Tier 1 capital to exclude trust preferred securities (however, trust preferred securities issued prior to May 19, 2010 by a bank holding company with less than $15 billion in assets, such as CU Bancorp, continues to be included in Tier 1 capital, subject to a limit of 25% of Tier 1 capital elements; see further discussion below), mortgage servicing rights and certain deferred tax assets and include unrealized gains and losses on available-for-sale debt and equity securities;

•

the risk-weights of certain assets for purposes of calculating the risk-based capital ratios are changed for high volatility commercial real estate acquisition, development and construction loans, certain past due non-residential mortgage loans and certain mortgage-backed and other securities exposures;

•

an additional “countercyclical capital buffer” is required for larger and more complex institutions; and

•

a new additional capital conservation buffer of 2.5% of risk weighted assets over each of the required capital ratios will be phased in from 2016 to 2019 and must be met to avoid limitations on the ability of the Company and the Bank to pay dividends, repurchase shares or pay discretionary bonuses.

Including the capital conservation buffer of 2.5%, the new final capital rule results in the following minimum ratios: (i) a Tier 1 capital ratio of 8.5%, (ii) a common equity Tier 1 capital ratio of 7.0%, and (iii) a total capital ratio of 10.5%. The new capital conservation buffer requirement will be phased in beginning in January 2016 at 0.625% of risk-weighted assets and would increase each year until fully implemented in January 2019. While the new final capital rule sets higher regulatory capital standards for the Company and the Bank, bank regulators may also continue their past policies of expecting banks to maintain additional capital beyond the new minimum requirements. The implementation of the new capital rules or more

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stringent requirements to maintain higher levels of capital or to maintain higher levels of liquid assets could adversely impact the Company’s net income and return on equity, restrict the ability to pay dividends or executive bonuses and require the raising of additional capital.

Under Dodd Frank, trust preferred securities is excluded from Tier 1 capital, unless such securities were issued prior to May 19, 2010 by a bank holding company with less than $15 billion in assets. CU Bancorp assumed approximately $12.4 million of junior subordinated debt securities issued to various business trust subsidiaries of Premier Commercial Bancorp and funded through the issuance of approximately $12.0 million of floating rate capital trust preferred securities. These junior subordinated debt securities were issued prior to May 19, 2010. Because CU Bancorp has less than $15 billion in assets, the trust preferred securities that CU Bancorp assumed from Premier Commercial Bancorp continues to be included in Tier 1 capital, subject to a limit of 25% of Tier 1 capital elements.

The Company also currently includes in its Tier 1 capital an amount of Non-Cumulative Perpetual Preferred Stock, Series A issued under the SBLF program. The U.S. Department of the Treasury is the sole holder of all outstanding shares of CU Bancorp Preferred Stock. Under the Final Rule, the CU Bancorp Preferred Stock continues to be included in Tier 1 Risk-Based Capital because non-cumulative perpetual preferred stock remained classified as Tier 1 capital following the enactment of Dodd Frank.

Dodd-Frank Wall Street Reform and Consumer Protection Act

For a discussion regarding the implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act, see the Company’s December 31, 2014 Form 10K, Part I, Item 1 – Business – Supervision and Regulation – Legislation and Regulatory Developments – Dodd-Frank Wall Street Reform and Consumer Protection Act.

Number of Employees

The number of active full-time equivalent employees increased from 250 at December 31, 2014 to 266 at September 30, 2015.

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ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary market risk is interest rate risk. Interest rate risk is the potential for economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time maximizing income. Management realizes certain risks are inherent and that the goal is to identify and minimize the risks. To mitigate interest rate risk, the structure of the Company’s balance sheet is managed with the objective of correlating the movements of interest rates on loans and investments with those of deposits and borrowings.

The Company’s exposure to interest rate risk is reviewed by the Company’s management Asset/Liability Committee formally on a quarterly basis and on an ongoing basis. The main tool used to monitor interest rate risk is a dynamic simulation model that quantifies the estimated exposure of net interest income to sustained interest rate changes. The simulation model estimates the impact of changing interest rates on the interest income from all interest-earning assets and the interest expense paid on all interest bearing liabilities reflected on the Company’s balance sheet. This sensitivity analysis is compared to the Company’s policy limits, which specify a maximum tolerance level for net interest income exposure over a one-year horizon assuming no balance sheet growth, given a 100 and 400 basis point upward and 200 basis point downward shift in interest rates.

An additional tool used by management to monitor interest rate risk includes the standard GAP report, which measures the estimated difference between the amount of interest-sensitive assets and interest-sensitive liabilities anticipated to mature or reprice during future periods, based on certain assumptions. In general, the GAP report presents the carrying amounts of these assets and liabilities in a particular period based on either the date that they first reprice, for variable rate products, or the maturity date, for fixed rate products.

At September 30, 2015, the Company had nineteen pay-fixed, receive-variable interest rate contracts that were designed to convert fixed rate loans into variable rate loans. Seventeen of these swap contacts are designated as fair value hedges. For additional information on these interest rate contracts, see Note 10 – Derivative Financial Instruments located in Part I, Item 1. – Notes to the Consolidated Financial Statements.

The Company has no market risk sensitive instruments held for trading purposes. Management believes that the Company’s market risk is reasonable at this time.

The following depicts the Company’s net interest income sensitivity analysis as of September 30, 2015 (dollars in thousands):


Simulated Rate Changes	Estimated Net Interest Income Sensitivity
+ 400 basis points		38.0	%	$	29,807
+ 100 basis points		9.2	%	$	7,197
- 200 basis points (1)		(4.5	)%	$	3,524

The Company is currently asset sensitive. The estimated sensitivity does not necessarily represent our forecast and the results may not be indicative of actual changes to our net interest income. These estimates are based upon a number of assumptions including: the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, pricing strategies on loans and deposits and replacement of asset and liability cash flows. The duration of the Company’s investment securities portfolio at September 30, 2015 is approximately 2.2 years. While the assumptions used are based on current economic and local market conditions, there is no assurance as to the predictive nature of these conditions including how customer preferences or competitor influences might change.

Variable rate loans make up 74% of the loan portfolio. However, the Company has floors on some of its loans. At September 30, 2015, 41% of variable rate loans are at their floor and thus an increase in the underlying index may not necessarily result in an increase in the coupon until the loan index plus margin exceeds that floor. However, 58% of the variable rate loans are tied to the Prime index with $507 million subject to repricing within 30 days of a 25 basis point increase in Prime rate.

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The Company’s static GAP as of September 30, 2015, is not materially different from that reported at December 31, 2014 and is thus not included in this 10Q. See the Company’s Static Gap reports under “Item7A-Quantitative and Qualitative Disclosures about Market Risk” in the Company’s 2014 Annual Report on Form 10-K.

(1)

The simulated rate change under the -200 basis points reflected above actually reflects only a maximum negative 25 basis points or less decline in actual rates based on the current targeted Fed Funds target rate by the government of 0% to 0.25%. The -200 simulation model reflects repricing of liabilities of less than 0.25% due to the Company paying significantly less than 25 basis points on its deposit accounts, and higher downward repricing of the Company’s interest-earning assets in the -200 simulation model.

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ITEM 4.

Controls and Procedures

Evaluation of disclosure controls and procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of our fiscal year. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer to allow timely decisions regarding required disclosure.

Changes in internal controls over financial reporting

There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) identified during the fiscal quarter that ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1.

Legal Proceedings

None.

ITEM 1A.

Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company’s 2014 Annual Report on Form 10-K.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3.

Defaults upon Senior Securities

None.

ITEM 4.

Mine Safety Disclosures

Not applicable.

ITEM 5.

Other Information

(a)

None.

(b)

None.

ITEM 6.

Exhibits

(a)

Index to Exhibits


Exhibit Number		Description

3.2⌂		Bylaws of CU Bancorp

10.1⌂		California United Bank Restated and Amended Audit Committee Charter

10.2⌂		California United Bank Restated and Amended Compensation, Nomination & Corporate Governance Committee Charter

31.1⌂		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2⌂		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1⌂		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS⌂		XBRL Instance Document

101.SCH⌂		XBRL Taxonomy Extension Schema Document

101.CAL⌂		XBRL Taxonomy Calculation Linkbase Document

101.LAB⌂		XBRL Taxonomy Label Linkbase Document

101 DEF⌂		XBRL Taxonomy Extension Definition Linkbase Document

101.PRE⌂		XBRL Taxonomy Presentation Linkbase Document

⌂	Attached hereto

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SIGNATURES

Pursuant to the requirements of the Security Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CU BANCORP


Date:	November 6, 2015	/s/ DAVID I. RAINER
		David I. Rainer
		Chief Executive Officer

Date:	November 6, 2015	/s/ KAREN A. SCHOENBAUM
		Karen A. Schoenbaum
		Executive Vice President and Chief Financial Officer

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Large Accelerated Filer

Accelerated Filer

Non Accelerated Filer

Smaller reporting company