UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________ 
FORM 10-Q
________________________________ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: JuneSeptember 30, 2014
Commission file number: 001-35424
________________________________ 
HOMESTREET, INC.
(Exact name of registrant as specified in its charter)
________________________________ 
Washington 91-0186600
(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
601 Union Street, Suite 2000
Seattle, Washington 98101
(Address of principal executive offices)
(Zip Code)
(206) 623-3050
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
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  o
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:
 
Large Accelerated Filer oAccelerated Filer x
      
Non-accelerated Filer oSmaller Reporting Company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No  x
The number of outstanding shares of the registrant's common stock as of JulyOctober 31, 2014 was 14,852,971.14,856,611.
 



PART I – FINANCIAL INFORMATION 
  
ITEM 1FINANCIAL STATEMENTS 
  
Consolidated Statements of Financial Condition (Unaudited) at JuneSeptember 30, 2014 and December 31, 2013
4
  
Interim Consolidated Statements of Operations (Unaudited) for the Three and SixNine Months Ended JuneSeptember 30, 2014 and 2013
5
  
Interim Consolidated Statements of Comprehensive Income (Unaudited) for the Three and SixNine Months Ended JuneSeptember 30, 2014 and 2013
6
  
Interim Consolidated Statements of Shareholders’ Equity (Unaudited) for the SixNine Months Ended JuneSeptember 30, 2014 and 2013
7
  
Interim Consolidated Statements of Cash Flows (Unaudited) for the SixNine Months Ended JuneSeptember 30, 2014 and 2013
8
  
Notes to Interim Consolidated Financial Statements (Unaudited)
 
  
Note 1 – Summary of Significant Accounting Policies
10
  
Note 2 – Investment Securities
12
  
Note 3 – Loans and Credit Quality
15
  
Note 4 – Deposits
2830
  
Note 5 – Derivatives and Hedging Activities
2932
  
Note 6 – Mortgage Banking Operations
3234
  
Note 7 – Commitments, Guarantees, and Contingencies
3638
  
Note 8 – Fair Value Measurement
3840
  
Note 9 – Earnings Per Share
4648
  
Note 10 – Share-based Compensation Plans
 
  
Note 11 – Business Segments
4850
  
Note 12 – Subsequent Events
5052
  
ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
  
Forward-Looking Statements
5153
  
Summary Financial Data
5355
  
Management’s Overview of Financial Performance
5658
  
Critical Accounting Policies and Estimates
5961
  
Results of Operations
6062
  
Review of Financial Condition
6770
  
Business Segments
7073
  
Off-Balance Sheet Arrangements
7578
  
Enterprise Risk Management
7578
  
Credit Risk Management
7679
  
Liquidity and Capital Management
8084
  
Accounting Developments
8387

2


   
ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
8488
   
ITEM 4
CONTROLS AND PROCEDURES
8688
   
PART II – OTHER INFORMATION
 
   
ITEM 1
LEGAL PROCEEDINGS
8790
   
ITEM 1A
RISK FACTORS
8790
   
ITEM 6
EXHIBITS
100105
  
SIGNATURES
101106

Unless we state otherwise or the content otherwise requires, references in this Form 10-Q to “HomeStreet,” “we,” “our,” “us” or the “Company” refer collectively to HomeStreet, Inc., a Washington corporation, HomeStreet Bank (“Bank”), HomeStreet Capital Corporation and other direct and indirect subsidiaries of HomeStreet, Inc.

3


PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

HOMESTREET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
 
(in thousands, except share data) June 30,
2014		 December 31,
2013		 September 30,
2014		 December 31,
2013
        
ASSETS        
Cash and cash equivalents (including interest-bearing instruments of $57,392 and $9,436) $74,991
 $33,908
Investment securities (includes $436,971 and $481,683 carried at fair value) 454,966
 498,816
Loans held for sale (includes $536,658 and $279,385 carried at fair value) 549,440
 279,941
Loans held for investment (net of allowance for loan losses of $21,926 and $23,908) 1,812,895
 1,871,813
Mortgage servicing rights (includes $108,869 and $153,128 carried at fair value) 117,991
 162,463
Cash and cash equivalents (including interest-bearing instruments of $16,044 and $9,436) $34,687
 $33,908
Investment securities (includes $432,096 and $481,683 carried at fair value) 449,948
 498,816
Loans held for sale (includes $614,876 and $279,385 carried at fair value) 698,111
 279,941
Loans held for investment (net of allowance for loan losses of $21,847 and $23,908) 1,964,762
 1,871,813
Mortgage servicing rights (includes $115,477 and $153,128 carried at fair value) 124,593
 162,463
Other real estate owned 11,083
 12,911
 10,478
 12,911
Federal Home Loan Bank stock, at cost 34,618
 35,288
 34,271
 35,288
Premises and equipment, net 43,896
 36,612
 44,476
 36,612
Goodwill 11,945
 12,063
 11,945
 12,063
Other assets 123,851
 122,239
 101,385
 122,239
Total assets $3,235,676
 $3,066,054
 $3,474,656
 $3,066,054
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Liabilities:        
Deposits $2,417,712
 $2,210,821
 $2,425,458
 $2,210,821
Federal Home Loan Bank advances 384,090
 446,590
 598,590
 446,590
Securities sold under agreements to repurchase 14,681
 —
 14,225
 —
Accounts payable and other liabilities 69,087
 77,906
 79,958
 77,906
Long-term debt 61,857
 64,811
 61,857
 64,811
Total liabilities 2,947,427
 2,800,128
 3,180,088
 2,800,128
Shareholders’ equity:        
Preferred stock, no par value, authorized 10,000 shares, issued and outstanding, 0 shares and 0 shares —
 —
 —
 —
Common stock, no par value, authorized 160,000,000, issued and outstanding, 14,849,692 shares and 14,799,991 shares 511
 511
Common stock, no par value, authorized 160,000,000, issued and outstanding, 14,852,971 shares and 14,799,991 shares 511
 511
Additional paid-in capital 95,923
 94,474
 96,650
 94,474
Retained earnings 192,972
 182,935
 197,945
 182,935
Accumulated other comprehensive income (1,157) (11,994) (538) (11,994)
Total shareholders' equity 288,249
 265,926
 294,568
 265,926
Total liabilities and shareholders' equity $3,235,676
 $3,066,054
 $3,474,656
 $3,066,054

See accompanying notes to interim consolidated financial statements (unaudited).

4


HOMESTREET, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except share data)2014 2013 2014 20132014 2013 2014 2013
              
Interest income:              
Loans$23,419
 $17,446
 $46,102
 $35,495
$25,763
 $19,425
 $71,865
 $54,920
Investment securities2,664
 2,998
 5,634
 5,657
2,565
 3,895
 8,199
 9,552
Other142
 24
 299
 54
150
 28
 449
 82
26,225
 20,468
 52,035
 41,206
28,478
 23,348
 80,513
 64,554
Interest expense:              
Deposits2,356
 2,367
 4,716
 5,856
2,364
 2,222
 7,080
 8,078
Federal Home Loan Bank advances444
 387
 857
 680
509
 434
 1,366
 1,113
Securities sold under agreements to repurchase1
 11
 1
 11
6
 —
 7
 11
Long-term debt265
 283
 580
 1,999
271
 274
 851
 2,274
Other12
 5
 22
 10
20
 6
 42
 16
3,078
 3,053
 6,176
 8,556
3,170
 2,936
 9,346
 11,492
Net interest income23,147
 17,415
 45,859
 32,650
25,308
 20,412
 71,167
 53,062
Provision (reversal of provision) for credit losses—
 400
 (1,500) 2,400
—
 (1,500) (1,500) 900
Net interest income after provision for credit losses23,147
 17,015
 47,359
 30,250
25,308
 21,912
 72,667
 52,162
Noninterest income:              
Net gain on mortgage loan origination and sale activities41,794
 52,424
 67,304
 106,379
37,642
 33,491
 104,946
 139,870
Mortgage servicing income10,184
 2,183
 18,129
 5,255
6,155
 4,011
 24,284
 9,265
Income from WMS Series LLC246
 993
 53
 1,613
(Loss) income from WMS Series LLC(122) (550) (69) 1,063
Gain (loss) on debt extinguishment11
 —
 (575) —
2
 —
 (573) —
Depositor and other retail banking fees917
 761
 1,732
 1,482
944
 791
 2,676
 2,273
Insurance agency commissions232
 190
 636
 370
256
 242
 892
 612
(Loss) gain on sale of investment securities available for sale (includes unrealized gain (loss) reclassified from accumulated other comprehensive income of $(20) and $238 for the three months ended June 30, 2014 and 2013, and $693 and $190 for the six months ended June 30, 2014 and 2013, respectively)(20) 238
 693
 190
Gain (loss) on sale of investment securities available for sale (includes unrealized gain (loss) reclassified from accumulated other comprehensive income of $480 and $(184) for the three months ended September 30, 2014 and 2013, and $1,173 and $6 for the nine months ended September 30, 2014 and 2013, respectively)480
 (184) 1,173
 6
Other286
 767
 385
 1,210
456
 373
 841
 1,584
53,650
 57,556
 88,357
 116,499
45,813
 38,174
 134,170
 154,673
Noninterest expense:              
Salaries and related costs40,606
 38,579
 76,077
 73,641
42,604
 39,689
 118,681
 113,330
General and administrative11,145
 10,270
 21,267
 21,200
10,326
 9,234
 31,593
 30,434
Legal542
 599
 941
 1,210
630
 844
 1,571
 2,054
Consulting603
 763
 1,554
 1,459
628
 884
 2,182
 2,343
Federal Deposit Insurance Corporation assessments572
 143
 1,192
 710
682
 227
 1,874
 937
Occupancy4,675
 3,381
 9,107
 6,183
4,935
 3,484
 14,042
 9,667
Information services4,862
 3,574
 9,377
 6,570
4,220
 3,552
 13,597
 10,122
Net cost of operation and sale of other real estate owned(34) (597) (453) 1,538
133
 202
 (320) 1,740
62,971
 56,712
 119,062
 112,511
64,158
 58,116
 183,220
 170,627
Income before income taxes13,826
 17,859
 16,654
 34,238
6,963
 1,970
 23,617
 36,208
Income tax expense (includes reclassification adjustments of $(7) and $83 for the three months ended June 30, 2014 and 2013, and $243 and $66 for the six months ended June 30, 2014 and 2013, respectively)4,464
 5,791
 4,991
 11,230
Income tax expense (includes reclassification adjustments of $168 and $(64) for the three months ended September 30, 2014 and 2013, and $411 and $2 for the nine months ended September 30, 2014 and 2013, respectively)1,988
 308
 6,979
 11,538
NET INCOME$9,362
 $12,068
 $11,663
 $23,008
$4,975
 $1,662
 $16,638
 $24,670
Basic income per share$0.63
 $0.84
 $0.79
 $1.60
$0.34
 $0.12
 $1.12
 $1.72
Diluted income per share$0.63
 $0.82
 $0.78
 $1.56
$0.33
 $0.11
 $1.11
 $1.67
Basic weighted average number of shares outstanding14,800,853
 14,376,580
 14,792,638
 14,368,135
14,805,780
 14,388,559
 14,797,019
 14,374,943
Diluted weighted average number of shares outstanding14,954,998
 14,785,481
 14,956,079
 14,794,805
14,968,238
 14,790,671
 14,957,034
 14,793,427
See accompanying notes to interim consolidated financial statements (unaudited).

5


HOMESTREET, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Net income$9,362
 $12,068
 $11,663
 $23,008
$4,975
 $1,662
 $16,638
 $24,670
Other comprehensive income (loss), net of tax:              
Unrealized gain (loss) on investment securities available for sale:              
Unrealized holding gain (loss) arising during the period, net of tax expense (benefit) of $2,537 and $(7,737) for the three months ended June 30, 2014 and 2013, and $6,078 and $(9,483) for the six months ended June 30, 2014 and 2013, respectively4,713
 (14,367) 11,288
 (17,610)
Reclassification adjustment for net gains included in net income, net of tax expense (benefit) of $(7) and $83 for the three months ended June 30, 2014 and 2013, and $243 and $66 for the six months ended June 30, 2014 and 2013, respectively12
 (155) (451) (124)
Unrealized holding gain (loss) arising during the period, net of tax expense (benefit) of $501 and $(362) for the three months ended September 30, 2014 and 2013, and $6,579 and $(9,845) for the nine months ended September 30, 2014 and 2013, respectively930
 (673) 12,218
 (18,283)
Reclassification adjustment for net gains included in net income, net of tax expense (benefit) of $168 and $(64) for the three months ended September 30, 2014 and 2013, and $411 and $2 for the nine months ended September 30, 2014 and 2013, respectively(312) 120
 (762) (4)
Other comprehensive income (loss)4,725
 (14,522) 10,837
 (17,734)618
 (553) 11,456
 (18,287)
Comprehensive income (loss)$14,087
 $(2,454) $22,500
 $5,274
$5,593
 $1,109
 $28,094
 $6,383

See accompanying notes to interim consolidated financial statements (unaudited).

6


HOMESTREET, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)
 
(in thousands, except share data)
Number
of shares
 
Common
stock
 
Additional
paid-in
capital
 
Retained
earnings
 
Accumulated
other
comprehensive
income (loss)
 Total
Number
of shares
 
Common
stock
 
Additional
paid-in
capital
 
Retained
earnings
 
Accumulated
other
comprehensive
income (loss)
 Total
                      
Balance, January 1, 201314,382,638
 $511
 $90,189
 $163,872
 $9,190
 $263,762
14,382,638
 $511
 $90,189
 $163,872
 $9,190
 $263,762
Net income—
 —
 —
 23,008
 —
 23,008
—
 —
 —
 24,670
 —
 24,670
Dividends declared ($0.11 per share)—
 —
 —
 (1,580) —
 (1,580)
Dividends ($0.11 per share)—
 —
 —
 (3,163) —
 (3,163)
Share-based compensation expense—
 —
 783
 —
 —
 783
—
 —
 1,098
 —
 —
 1,098
Common stock issued24,038
 —
 82
 —
 —
 82
39,716
 —
 128
 —
 —
 128
Other comprehensive loss—
 —
 —
 —
 (17,734) (17,734)—
 —
 —
 —
 (18,287) (18,287)
Balance, June 30, 201314,406,676
 $511
 $91,054
 $185,300
 $(8,544) $268,321
Balance, September 30, 201314,422,354
 $511
 $91,415
 $185,379
 $(9,097) $268,208
                      
Balance, January 1, 201414,799,991
 $511
 $94,474
 $182,935
 $(11,994) $265,926
14,799,991
 $511
 $94,474
 $182,935
 $(11,994) $265,926
Net income—
 —
 —
 11,663
 —
 11,663
—
 —
 —
 16,638
 —
 16,638
Dividends declared ($0.11 per share)—
 —
 —
 (1,626) —
 (1,626)
Dividends ($0.11 per share)—
 —
 —
 (1,628) —
 (1,628)
Share-based compensation expense—
 —
 1,199
 —
 —
 1,199
—
 —
 1,867
 —
 —
 1,867
Common stock issued49,701
 —
 250
 —
 —
 250
52,980
 —
 309
 —
 —
 309
Other comprehensive income—
 —
 —
 —
 10,837
 10,837
—
 —
 —
 —
 11,456
 11,456
Balance, June 30, 201414,849,692
 $511
 $95,923
 $192,972
 $(1,157) $288,249
Balance, September 30, 201414,852,971
 $511
 $96,650
 $197,945
 $(538) $294,568

See accompanying notes to interim consolidated financial statements (unaudited).

7


HOMESTREET, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Six Months Ended June 30,Nine Months Ended September 30,
(in thousands)2014 20132014 2013
      
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income$11,663
 $23,008
$16,638
 $24,670
Adjustments to reconcile net income to net cash provided by (used in) operating activities:      
Depreciation, amortization and accretion7,152
 6,645
13,293
 10,285
(Reversal of) provision for credit losses(1,500) 2,400
(1,500) 900
(Reversal of) provision for losses on other real estate owned(19) 339
Provision for losses on other real estate owned73
 547
Fair value adjustment of loans held for sale(12,660) 32,661
(11,320) 15,602
Origination of mortgage servicing rights(20,365) (36,168)(32,726) (53,627)
Change in fair value of mortgage servicing rights20,736
 (6,628)26,075
 1,493
Net gain on sale of investment securities(693) (190)(1,173) (6)
Net gain on sale of loans originated as held for investment(4,586) —
Net fair value adjustment and gain on sale of other real estate owned(712) (618)(714) (744)
Loss on early retirement of long-term debt575
 —
573
 —
Net deferred income tax (benefit) expense(15,623) 10,883
(13,502) 18,650
Share-based compensation expense683
 624
1,100
 932
Origination of loans held for sale(1,512,392) (2,899,308)(2,840,050) (4,151,302)
Proceeds from sale of loans originated as held for sale1,282,100
 3,016,255
2,459,748
 4,425,792
Cash used by changes in operating assets and liabilities:      
Increase in other assets3,267
 (33,328)
Decrease (increase) in other assets25,486
 (36,680)
Increase (decrease) in accounts payable and other liabilities1,546
 (1,457)9,959
 4,867
Net cash (used in) provided by operating activities(236,242) 115,118
(352,626) 261,379
      
CASH FLOWS FROM INVESTING ACTIVITIES:      
Purchase of investment securities(30,780) (221,106)(45,179) (286,741)
Proceeds from sale of investment securities65,846
 50,594
75,599
 54,166
Principal repayments and maturities of investment securities24,455
 18,079
32,040
 41,556
Proceeds from sale of other real estate owned4,832
 14,697
6,019
 17,396
Proceeds from sale of loans originated as held for investment266,823
 —
271,409
 —
Proceeds from sale of mortgage servicing rights39,004
 —
39,004
 —
Mortgage servicing rights purchased from others(5) (10)(8) (20)
Capital expenditures related to other real estate owned—
 (22)—
 (22)
Origination of loans held for investment and principal repayments, net(236,854) (113,428)(389,196) (261,379)
Purchase of property and equipment(11,348) (5,151)(13,904) (12,683)
Net cash provided by (used in) investing activities121,973
 (256,347)
Net cash used in investing activities(24,216) (447,727)

8


Six Months Ended June 30,Nine Months Ended September 30,
(in thousands)2014 20132014 2013
      
CASH FLOWS FROM FINANCING ACTIVITIES:      
Increase (decrease) in deposits, net$206,891
 $(13,711)
Increase in deposits, net$214,637
 $121,241
Proceeds from Federal Home Loan Bank advances2,492,300
 3,264,946
4,619,927
 4,477,102
Repayment of Federal Home Loan Bank advances(2,554,800) (3,114,546)(4,467,927) (4,397,502)
Proceeds from securities sold under agreements to repurchase14,681
 159,790
58,308
 159,790
Repayment of securities sold under agreements to repurchase—
 (159,790)(44,083) (159,790)
Proceeds from Federal Home Loan Bank stock repurchase670
 659
1,017
 997
Repayment of long-term debt(3,530) —
(3,527) —
Dividends paid(1,626) —
(1,628) (3,163)
Proceeds from stock issuance, net250
 82
130
 128
Excess tax benefits related to the exercise of stock options516
 159
767
 166
Net cash provided by financing activities155,352
 137,589
377,621
 198,969
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS41,083
 (3,640)779
 12,621
CASH AND CASH EQUIVALENTS:      
Beginning of year33,908
 25,285
33,908
 25,285
End of period$74,991
 $21,645
$34,687
 $37,906
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:      
Cash paid during the period for:      
Interest$7,159
 $21,524
$10,785
 $24,969
Federal and state income taxes (paid), net of refunds7,610
 6,714
10,642
 6,796
Non-cash activities:      
Loans held for investment foreclosed and transferred to other real estate owned2,922
 6,225
3,647
 10,831
Loans transferred from held for investment to held for sale310,455
 —
310,455
 54,403
Loans transferred from held for sale to held for investment17,095
 —
17,095
 —
Ginnie Mae loans recognized with the right to repurchase, net$833
 $2,127
$649
 $3,775

See accompanying notes to interim consolidated financial statements (unaudited).

9


HomeStreet, Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)

NOTE 1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

HomeStreet, Inc. and its wholly owned subsidiaries (the “Company”) is a diversified financial services company serving customers primarily in the Pacific Northwest, California and Hawaii. The Company is principally engaged in real estate lending, including mortgage banking activities, and commercial and consumer banking. The consolidated financial statements include the accounts of HomeStreet, Inc. and its wholly owned subsidiaries, HomeStreet Capital Corporation and HomeStreet Bank (the “Bank”), and the Bank’s subsidiaries, HomeStreet/WMS, Inc., HomeStreet Reinsurance, Ltd., Continental Escrow Company, Union Street Holdings LLC, YNB Real Estate LLC, BSBC Properties LLC, HS Cascadia Holdings LLC and Lacey Gateway LLC. HomeStreet Bank was formed in 1986 and is a state-chartered savings bank.

The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America (U.S. GAAP). Inter-company balances and transactions have been eliminated in consolidation. In preparing the consolidated financial statements, the Company is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and revenues and expenses during the reporting periods and related disclosures. Although these estimates contemplate current conditions and how they are expected to change in the future, it is reasonably possible that actual conditions could be worse than anticipated in those estimates, which could materially affect the Company’s results of operations and financial condition. Management has made significant estimates in several areas, and actual results could differ materially from those estimates. Certain amounts in the financial statements from prior periods have been reclassified to conform to the current financial statement presentation.

The information furnished in theseThese unaudited interim financial statements reflectsreflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the periods presented. These adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The results of operations in the interim financial statements do not necessarily indicate the results that may be expected for the full year. The interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission (“2013 Annual Report on Form 10-K”).

Purchase Accounting Adjustments

On December 6, 2013, the Company acquired two retail deposit branches and some related assets from AmericanWest Bank, a Washington state-chartered bank. On November 1, 2013, the Company completed its acquisition of Fortune Bank and YNB Financial Services Corp. ("YNB"), the parent of Yakima National Bank. The assets acquired and liabilities assumed in the acquisitions were accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their estimated fair values as of the acquisition date. On December 6, 2013, the Company acquired two retail deposit branches and some related assets from AmericanWest Bank, a Washington state-chartered bank. During the second quarter of 2014, the Company completed a more detailed fair value analysis of premises and equipment assumed in the acquisition of YNB and has determined that adjustments to the acquisition-date fair value arewere required. The Company also determined that adjustments were required to the provisional estimates for core deposit intangibles that were assumed in all three acquisitions. As a result of these adjustments, core deposit intangibles increased by $1.1 million, premises and equipment decreased by $740 thousand, and deferred tax liabilities increased by $280 thousand, resulting in a net decrease to goodwill of $118 thousand. These immaterial measurement period adjustments and corrections of accounting errors were made in the current periodsecond quarter of 2014 as they were not material to the current or prior periods.

Recent Accounting Developments

In January 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-01, Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects. The ASU applies to all reporting entities that invest in qualified affordable housing projects through limited liability entities that are flow through entities for tax purposes. The amendments in this ASU eliminate the effective yield election and permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received, and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). Those not electing the proportional amortization method would account for the investment using the equity method or cost method. The amendments in this ASU should be applied retrospectively to all periods presented and are effective for public business entities

10


for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014, although early adoption is permitted. The Company elected to adopt this new accounting guidance as of January 1, 2014. It is being

10


adopted prospectively, as the retrospective adjustments were not material. The Company's income tax expense for the sixnine months ended JuneSeptember 30, 2014 includes discrete tax benefit items of $406 thousand related to the recognition of the cumulative effect for prior years of adoption of this new accounting guidance. 

In January 2014, the Financial Accounting Standards Board (“FASB”)FASB issued Accounting Standards Update (“ASU”)ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon foreclosure. The ASU clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additionally, the amendments require interim and annual disclosure of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2014 and can be applied with a modified retrospective transition method or prospectively. The adoption of ASU No. 2014-04 is not expected to have a material impact on the Company's consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU clarifies the principles for recognizing revenue from contracts with customers. The new accounting guidance, which does not apply to financial instruments, is effective on a retrospective basis beginning on January 1, 2017. The Company doesadoption of ASU 2014-09 is not expect the new guidanceexpected to have a material impact on itsthe Company's consolidated statements of financial condition or results of operation.statements.

In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to Maturity Transactions, Repurchase Financings, and Disclosures. The ASU applies to all entities that enter into repurchase-to-maturity transactions or repurchase financings. The amendments in this ASU require that repurchase-to-maturity transactions be accounted for as secured borrowings consistent with the accounting for other repurchase agreements. In addition, the amendments require separate accounting for a transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty (a repurchase financing), which will result in secured borrowing accounting for the repurchase agreement. The amendments require an entity to disclose information about transfers accounted for as sales in transactions that are economically similar to repurchase agreements, in which the transferor retains substantially all of the exposure to the economic return on the transferred financial asset throughout the term of the transaction. In addition the amendments require disclosure of the types of collateral pledged in repurchase agreements, securities lending transactions, and repurchase-to-maturity transactions and the tenor of those transactions. The amendments in this ASU are effective for public business entities for the first interim or annual period beginning after December 15, 2014. Early adoption is not permitted. The application of this guidance may require enhanced disclosures of the Company's repurchase agreements, but will have no impact on the Company's consolidated statements of financial condition or results of operations.statements.

In August 2014, the FASB issued ASU 2014-14, Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure. The ASU clarifies the classification of certain foreclosed mortgage loans held by creditors that are either fully or partially guaranteed under government programs. The ASU requires that a mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if the following conditions are met: (1) the loan has a government guarantee that is not separable from the loan before foreclosure; (2) at the time of foreclosure, the creditor has the intent to convey the real estate property to the guarantor and make a claim on the guarantee, and the creditor has the ability to recover under that claim; (3) at the time of foreclosure, any amount of the claim that is determined on the basis of the fair value of the real estate is fixed. The separate other receivable should be measured based on the amount of the loan balance expected to be recovered from the guarantor. The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2014 and can be applied with a modified retrospective transition method or prospectively. The adoption of ASU 2014-14 is not expected to have a material impact on the Company's consolidated financial statements.


11


NOTE 2–INVESTMENT SECURITIES:

The following table sets forth certain information regarding the amortized cost and fair values of our investment securities available for sale.
 
At June 30, 2014At September 30, 2014
(in thousands)
Amortized
cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair
value
Amortized
cost
 
Gross
unrealized
gains
 
Gross
unrealized
losses
 
Fair
value

              
Mortgage-backed securities:              
Residential$111,460
 $365
 $(1,559) $110,266
$112,131
 $374
 $(1,668) $110,837
Commercial13,209
 465
 —
 13,674
13,119
 452
 —
 13,571
Municipal bonds124,772
 2,085
 (1,044) 125,813
120,799
 2,713
 (470) 123,042
Collateralized mortgage obligations:      
      
Residential57,614
 210
 (1,057) 56,767
56,359
 130
 (1,601) 54,888
Commercial16,325
 —
 (304) 16,021
16,047
 —
 (415) 15,632
Corporate debt securities74,987
 55
 (2,622) 72,420
74,166
 50
 (2,104) 72,112
U.S. Treasury securities41,966
 44
 —
 42,010
41,971
 43
 —
 42,014
$440,333
 $3,224
 $(6,586) $436,971
$434,592
 $3,762
 $(6,258) $432,096

 At December 31, 2013
(in thousands)Amortized
cost		 Gross
unrealized
gains		 Gross
unrealized
losses		 Fair
value
        
Mortgage-backed securities:       
Residential$137,602
 $187
 $(3,879) $133,910
Commercial13,391
 45
 (3) 13,433
Municipal bonds136,937
 185
 (6,272) 130,850
Collateralized mortgage obligations:      
Residential93,112
 85
 (2,870) 90,327
Commercial17,333
 —
 (488) 16,845
Corporate debt securities75,542
 —
 (6,676) 68,866
U.S. Treasury securities27,478
 1
 (27) 27,452
 $501,395
 $503
 $(20,215) $481,683

Mortgage-backed securities ("MBS") and collateralized mortgage obligations ("CMO") represent securities issued by government sponsored entities ("GSEs"). Each of the MBS and CMO securities in our investment portfolio are guaranteed by Fannie Mae, Ginnie Mae or Freddie Mac. Municipal bonds are comprised of general obligation bonds (i.e., backed by the general credit of the issuer) and revenue bonds (i.e., backed by revenues from the specific project being financed) issued by various municipal corporations. As of JuneSeptember 30, 2014 and December 31, 2013, all securities held, including municipal bonds and corporate debt securities, were rated investment grade based upon external ratings where available and, where not available, based upon internal ratings which correspond to ratings as defined by Standard and Poor’s Rating Services (“S&P”) or Moody’s Investors Services (“Moody’s”). As of JuneSeptember 30, 2014 and December 31, 2013, substantially all securities held had ratings available by external ratings agencies.


12


Investment securities available for sale that were in an unrealized loss position are presented in the following tables based on the length of time the individual securities have been in an unrealized loss position.

At June 30, 2014At September 30, 2014
Less than 12 months 12 months or more TotalLess than 12 months 12 months or more Total
(in thousands)
Gross
unrealized
losses
 
Fair
value
 
Gross
unrealized
losses
 
Fair
value
 
Gross
unrealized
losses
 
Fair
value
Gross
unrealized
losses
 
Fair
value
 
Gross
unrealized
losses
 
Fair
value
 
Gross
unrealized
losses
 
Fair
value

                      
Mortgage-backed securities:                      
Residential$(19) $3,679
 $(1,540) $79,229
 $(1,559) $82,908
$(40) $11,758
 $(1,628) $69,570
 $(1,668) $81,328
Municipal bonds(48) 14,541
 (996) 44,986
 (1,044) 59,527
(13) 3,612
 (457) 29,295
 (470) 32,907
Collateralized mortgage obligations:                      
Residential(108) 9,354
 (949) 32,299
 (1,057) 41,653
(249) 8,802
 (1,352) 31,346
 (1,601) 40,148
Commercial—
 —
 (304) 16,021
 (304) 16,021
—
 —
 (415) 15,633
 (415) 15,633
Corporate debt securities(285) 4,770
 (2,337) 59,547
 (2,622) 64,317
(281) 17,145
 (1,823) 45,573
 (2,104) 62,718
$(460) $32,344
 $(6,126) $232,082
 $(6,586) $264,426
$(583) $41,317
 $(5,675) $191,417
 $(6,258) $232,734

 At December 31, 2013
 Less than 12 months 12 months or more Total
(in thousands)Gross
unrealized
losses		 Fair
value		 Gross
unrealized
losses		 Fair
value		 Gross
unrealized
losses		 Fair
value
            
Mortgage-backed securities:           
Residential$(3,767) $98,717
 $(112) $6,728
 $(3,879) $105,445
Commercial(3) 7,661
 —
 —
 (3) 7,661
Municipal bonds(5,991) 106,985
 (281) 3,490
 (6,272) 110,475
Collateralized mortgage obligations:        

 

Residential(2,120) 63,738
 (750) 15,081
 (2,870) 78,819
Commercial(488) 16,845
 —
 —
 (488) 16,845
Corporate debt securities(6,676) 68,844
 —
 —
 (6,676) 68,844
U.S. Treasury securities(27) 25,452
 —
 —
 (27) 25,452
 $(19,072) $388,242
 $(1,143) $25,299
 $(20,215) $413,541

The Company has evaluated securities available for sale that are in an unrealized loss position and has determined that the decline in value is temporary and is related to the change in market interest rates since purchase. The decline in value is not related to any issuer- or industry-specific credit event. As of JuneSeptember 30, 2014 and December 31, 2013, the Company does not expect any credit losses on its debt securities. In addition, as of JuneSeptember 30, 2014 and December 31, 2013, the Company had not made a decision to sell any of its debt securities held, nor did the Company consider it more likely than not that it would be required to sell such securities before recovery of their amortized cost basis. The Company did not hold any marketable equity securities as of JuneSeptember 30, 2014 and December 31, 2013.



13


The following tables present the fair value of investment securities available for sale by contractual maturity along with the associated contractual yield for the periods indicated below. Contractual maturities for mortgage-backed securities and collateralized mortgage obligations as presented exclude the effect of expected prepayments. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations before the underlying mortgages mature. The weighted-average yield is computed using the contractual coupon of each security weighted based on the fair value of each security and does not include adjustments to a tax equivalent basis.

At June 30, 2014At September 30, 2014
Within one year 
After one year
through five years
 
After five years
through ten years
 
After
ten years
 TotalWithin one year 
After one year
through five years
 
After five years
through ten years
 
After
ten years
 Total
(in thousands)
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
                                      
Mortgage-backed securities:                                      
Residential$—
 —% $—
 —% $—
 —% $110,266
 1.80% $110,266
 1.80%$—
 —% $—
 —% $7,466
 1.73% $103,371
 1.81% $110,837
 1.80%
Commercial—
 —
 —
 —
 —
 —
 13,674
 4.43
 13,674
 4.43
—
 —
 —
 —
 —
 —
 13,571
 4.63
 13,571
 4.63
Municipal bonds—
 —
 45
 3.26
 21,451
 3.41
 104,316
 4.21
 125,812
 4.07
—
 —
 45
 3.43
 22,642
 3.54
 100,355
 4.25
 123,042
 4.12
Collateralized mortgage obligations:                                      
Residential—
 —
 —
 —
 —
 —
 56,767
 2.09
 56,767
 2.09
—
 —
 —
 —
 —
 —
 54,887
 2.07
 54,887
 2.07
Commercial—
 —
 —
 —
 9,823
 1.98
 6,198
 1.41
 16,021
 1.76
—
 —
 —
 —
 9,692
 1.93
 5,940
 1.37
 15,632
 1.72
Corporate debt securities—
 —
 —
 —
 41,206
 3.35
 31,214
 3.77
 72,420
 3.53
—
 —
 —
 —
 40,854
 3.25
 31,259
 3.64
 72,113
 3.42
U.S. Treasury securities1,001
 0.18
 41,009
 0.35
 —
 —
 —
 —
 42,010
 0.34
2,002
 0.25
 40,012
 0.35
 —
 —
 —
 —
 42,014
 0.34
Total available for sale$1,001
 0.18% $41,054
 0.35% $72,480
 3.18% $322,435
 2.92% $436,970
 2.72%$2,002
 0.25% $40,057
 0.35% $80,654
 3.03% $309,383
 2.93% $432,096
 2.70%
 
 At December 31, 2013
 Within one year 
After one year
through five years
 
After five years
through ten years
 
After
ten years
 Total
(in thousands)
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
 
Fair
Value
 
Weighted
Average
Yield
                    
Mortgage-backed securities:                   
Residential$—
 —% $—
 —% $10,581
 1.63% $123,329
 1.82% $133,910
 1.81%
Commercial—
 —
 —
 —
 —
 —
 13,433
 4.51
 13,433
 4.51
Municipal bonds—
 —
 —
 —
 19,598
 3.51
 111,252
 4.29
 130,850
 4.17
Collateralized mortgage obligations:                   
Residential—
 —
 —
 —
 19,987
 2.31
 70,340
 2.17
 90,327
 2.20
Commercial—
 —
 —
 —
 5,270
 1.90
 11,575
 1.42
 16,845
 1.57
Corporate debt securities—
 —
 —
 —
 32,848
 3.31
 36,018
 3.75
 68,866
 3.54
U.S. Treasury securities1,001
 0.18
 26,451
 0.30
 —
 —
 —
 —
 27,452
 0.29
Total available for sale$1,001
 0.18% $26,451
 0.30% $88,284
 2.84% $365,947
 2.92% $481,683
 2.75%


14


Sales of investment securities available for sale were as follows.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Proceeds$11,541
 $34,840
 $65,846
 $50,594
$9,753
 $1,972
 $75,599
 $52,566
Gross gains118
 318
 895
 322
480
 —
 1,375
 322
Gross losses(137) (80) (201) (132)—
 (184) (201) (316)

There were $49.439.9 million and $47.3 million in investment securities pledged to secure advances from the Federal Home Loan Bank of Seattle ("FHLB") at JuneSeptember 30, 2014 and December 31, 2013, respectively. At JuneSeptember 30, 2014 and December 31, 2013, there were $33.849.7 million and $37.7 million, respectively, of securities pledged to secure derivatives in a liability position. At JuneSeptember 30, 2014, there were $15.0 million of securities pledged under repurchase agreements and none at December 31, 2013.

Tax-exempt interest income on securities available for sale totaling $863856 thousand and $1.41.5 million for the three months ended JuneSeptember 30, 2014 and 2013, respectively, and $1.8$2.6 million and $2.7$4.2 million for the sixnine months ended JuneSeptember 30, 2014 and 2013, respectively, was recorded in the Company's consolidated statements of operations.


NOTE 3–LOANS AND CREDIT QUALITY:

For a detailed discussion of loans and credit quality, including accounting policies and the methodology used to estimate the allowance for credit losses, see Note 1, Summary of Significant Accounting Policies and Note 6, Loans and Credit Quality within our 2013 Annual Report on Form 10-K.

The Company's portfolio of loans held for investment is divided into two portfolio segments, consumer loans and commercial loans, which are the same segments used to determine the allowance for loan losses.  Within each portfolio segment, the Company monitors and assesses credit risk based on the risk characteristics of each of the following loan classes: single family and home equity loans within the consumer loan portfolio segment and commercial real estate, multifamily, construction/land development and commercial business loans within the commercial loan portfolio segment.

Loans held for investment consist of the following:
 
(in thousands)At June 30,
2014		 At December 31,
2013		At September 30,
2014		 At December 31,
2013
      
Consumer loans      
Single family$749,204
 $904,913
$788,232
 $904,913
Home equity136,181
 135,650
138,276
 135,650
885,385
 1,040,563
926,508
 1,040,563
Commercial loans      
Commercial real estate476,411
 477,642
530,335
 477,642
Multifamily72,327
 79,216
62,498
 79,216
Construction/land development219,282
 130,465
297,790
 130,465
Commercial business185,177
 171,054
173,226
 171,054
953,197
 858,377
1,063,849
 858,377
1,838,582
 1,898,940
1,990,357
 1,898,940
Net deferred loan fees and discounts(3,761) (3,219)(3,748) (3,219)
1,834,821
 1,895,721
1,986,609
 1,895,721
Allowance for loan losses(21,926) (23,908)(21,847) (23,908)
$1,812,895
 $1,871,813
$1,964,762
 $1,871,813


15


Loans in the amount of $634.4850.2 million and $800.5 million at JuneSeptember 30, 2014 and December 31, 2013, respectively, were pledged to secure borrowings from the FHLB as part of our liquidity management strategy. The FHLB does not have the right to sell or re-pledge these loans.

15



Concentrations of credit risk arise when a number of customers are engaged in similar business activities or activities in the same geographic region, or when they have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions.

Loans held for investment are primarily secured by real estate located in the states of Washington, Oregon, California, Idaho and Hawaii. At JuneSeptember 30, 2014, we had concentrations representing 10% or more of the total portfolio by state and property type for the loan classes of single family, commercial real estate and construction/land development within the state of Washington, which represented 27.5%26.2%, 21.8%22.2% and 10.1%11.8% of the total portfolio, respectively. At December 31, 2013 we had concentrations representing 10% or more of the total portfolio by state and property type for the loan classes of single family and commercial real estate within the state of Washington, which represented 37.3% and 21.2% of the total portfolio, respectively. These loans were mostly located within the metropolitan area of Puget Sound, particularly within King County.

Credit Quality

Management considers the level of allowance for loan losses to be appropriate to cover credit losses inherent within the loans held for investment portfolio as of JuneSeptember 30, 2014. In addition to the allowance for loan losses, the Company maintains a separate allowance for losses related to unfunded loan commitments, and this amount is included in accounts payable and other liabilities on the consolidated statements of financial condition. Collectively, these allowances are referred to as the allowance for credit losses.

For further information on the policies that govern the determination of the allowance for loan losses levels, see Note 1, Summary of Significant Accounting Policies within our 2013 Annual Report on Form 10-K.

Activity in the allowance for credit losses was as follows.

 Three Months Ended June 30, Six Months Ended June 30, Three Months Ended September 30, Nine Months Ended September 30,
(in thousands) 2014 2013 2014 2013 2014 2013 2014 2013
                
Allowance for credit losses (roll-forward):                
Beginning balance $22,317
 $28,594
 $24,089
 $27,751
 $22,168
 $27,858
 $24,089
 $27,751
Provision (reversal of provision) for credit losses —
 400
 (1,500) 2,400
 —
 (1,500) (1,500) 900
(Charge-offs), net of recoveries (149) (1,136) (421) (2,293) (57) (1,464) (478) (3,757)
Ending balance $22,168
 $27,858
 $22,168
 $27,858
 $22,111
 $24,894
 $22,111
 $24,894
Components:                
Allowance for loan losses $21,926
 $27,655
 $21,926
 $27,655
 $21,847
 $24,694
 $21,847
 $24,694
Allowance for unfunded commitments 242
 203
 242
 203
 264
 200
 264
 200
Allowance for credit losses $22,168
 $27,858
 $22,168
 $27,858
 $22,111
 $24,894
 $22,111
 $24,894



16


Activity in the allowance for credit losses by loan portfolio and loan class was as follows.

Three Months Ended June 30, 2014Three Months Ended September 30, 2014
(in thousands)
Beginning
balance
 Charge-offs Recoveries (Reversal of) Provision 
Ending
balance
Beginning
balance
 Charge-offs Recoveries (Reversal of) Provision 
Ending
balance
                  
Consumer loans                  
Single family$9,406
 $(172) $25
 $(148) $9,111
$9,111
 $(226) $65
 $(72) $8,878
Home equity3,882
 (136) 236
 (465) 3,517
3,517
 (135) 94
 87
 3,563
13,288
 (308) 261
 (613) 12,628
12,628
 (361) 159
 15
 12,441
Commercial loans                  
Commercial real estate4,309
 (23) 100
 (323) 4,063
4,063
 —
 275
 (357) 3,981
Multifamily965
 —
 —
 (78) 887
887
 —
 —
 (174) 713
Construction/land development2,003
 —
 46
 369
 2,418
2,418
 —
 123
 146
 2,687
Commercial business1,752
 (288) 63
 645
 2,172
2,172
 (304) 51
 370
 2,289
9,029
 (311) 209
 613
 9,540
9,540
 (304) 449
 (15) 9,670
Total allowance for credit losses$22,317
 $(619) $470
 $—
 $22,168
$22,168
 $(665) $608
 $—
 $22,111
 
Three Months Ended June 30, 2013Three Months Ended September 30, 2013
(in thousands)
Beginning
balance
 Charge-offs Recoveries (Reversal of) Provision 
Ending
balance
Beginning
balance
 Charge-offs Recoveries (Reversal of) Provision 
Ending
balance
                  
Consumer loans                  
Single family$14,478
 $(1,141) $171
 $302
 $13,810
$13,810
 $(606) $179
 $(1,251) $12,132
Home equity4,708
 (299) 156
 314
 4,879
4,879
 (377) 273
 (139) 4,636
19,186
 (1,440) 327
 616
 18,689
18,689
 (983) 452
 (1,390) 16,768
Commercial loans                  
Commercial real estate5,958
 (340) —
 105
 5,723
5,723
 (1,306) —
 51
 4,468
Multifamily635
 —
 —
 55
 690
690
 —
 —
 80
 770
Construction/land development894
 —
 281
 10
 1,185
1,185
 —
 348
 (141) 1,392
Commercial business1,921
 —
 36
 (386) 1,571
1,571
 —
 25
 (100) 1,496
9,408
 (340) 317
 (216) 9,169
9,169
 (1,306) 373
 (110) 8,126
Total allowance for credit losses$28,594
 $(1,780) $644
 $400
 $27,858
$27,858
 $(2,289) $825
 $(1,500) $24,894

17




Six Months Ended June 30, 2014Nine Months Ended September 30, 2014
(in thousands)
Beginning
balance
 Charge-offs Recoveries (Reversal of) Provision 
Ending
balance
Beginning
balance
 Charge-offs Recoveries (Reversal of) Provision 
Ending
balance
                  
Consumer loans                  
Single family$11,990
 $(283) $41
 $(2,637) $9,111
$11,990
 $(509) $106
 $(2,709) $8,878
Home equity3,987
 (559) 326
 (237) 3,517
3,987
 (694) 420
 (150) 3,563
15,977
 (842) 367
 (2,874) 12,628
15,977
 (1,203) 526
 (2,859) 12,441
Commercial loans                  
Commercial real estate4,012
 (23) 156
 (82) 4,063
4,012
 (23) 431
 (439) 3,981
Multifamily942
 —
 —
 (55) 887
942
 —
 —
 (229) 713
Construction/land development1,414
 —
 62
 942
 2,418
1,414
 —
 185
 1,088
 2,687
Commercial business1,744
 (288) 147
 569
 2,172
1,744
 (592) 198
 939
 2,289
8,112
 (311) 365
 1,374
 9,540
8,112
 (615) 814
 1,359
 9,670
Total allowance for credit losses$24,089
 $(1,153) $732
 $(1,500) $22,168
$24,089
 $(1,818) $1,340
 $(1,500) $22,111


Six Months Ended June 30, 2013Nine Months Ended September 30, 2013
(in thousands)
Beginning
balance
 Charge-offs Recoveries (Reversal of) Provision 
Ending
balance
Beginning
balance
 Charge-offs Recoveries (Reversal of) Provision 
Ending
balance
                  
Consumer loans                  
Single family$13,388
 $(1,862) $246
 $2,038
 $13,810
$13,388
 $(2,468) $425
 $787
 $12,132
Home equity4,648
 (1,138) 253
 1,116
 4,879
4,648
 (1,515) 526
 977
 4,636
18,036
 (3,000) 499
 3,154
 18,689
18,036
 (3,983) 951
 1,764
 16,768
Commercial loans                  
Commercial real estate5,312
 (143) —
 554
 5,723
5,312
 (1,449) —
 605
 4,468
Multifamily622
 —
 —
 68
 690
622
 —
 —
 148
 770
Construction/land development1,580
 (148) 351
 (598) 1,185
1,580
 (148) 699
 (739) 1,392
Commercial business2,201
 —
 148
 (778) 1,571
2,201
 —
 173
 (878) 1,496
9,715
 (291) 499
 (754) 9,169
9,715
 (1,597) 872
 (864) 8,126
Total allowance for credit losses$27,751
 $(3,291) $998
 $2,400
 $27,858
$27,751
 $(5,580) $1,823
 $900
 $24,894


18


The following table disaggregates our allowance for credit losses and recorded investment in loans by impairment methodology.
 
At June 30, 2014At September 30, 2014
(in thousands)
Allowance:
collectively
evaluated for
impairment
 
Allowance:
individually
evaluated for
impairment
 Total 
Loans:
collectively
evaluated for
impairment
 
Loans:
individually
evaluated for
impairment
 Total
Allowance:
collectively
evaluated for
impairment
 
Allowance:
individually
evaluated for
impairment
 Total 
Loans:
collectively
evaluated for
impairment
 
Loans:
individually
evaluated for
impairment
 Total
                      
Consumer loans                      
Single family$8,235
 $876
 $9,111
 $678,418
 $70,786
 $749,204
$8,042
 $836
 $8,878
 $713,339
 $74,893
 $788,232
Home equity3,439
 78
 3,517
 133,787
 2,394
 136,181
3,448
 115
 3,563
 135,755
 2,521
 138,276
11,674
 954
 12,628
 812,205
 73,180
 885,385
11,490
 951
 12,441
 849,094
 77,414
 926,508
Commercial loans                      
Commercial real estate3,851
 212
 4,063
 445,130
 31,281
 476,411
3,859
 122
 3,981
 499,198
 31,137
 530,335
Multifamily485
 402
 887
 69,202
 3,125
 72,327
347
 366
 713
 59,396
 3,102
 62,498
Construction/land development2,418
 —
 2,418
 213,439
 5,843
 219,282
2,687
 —
 2,687
 292,097
 5,693
 297,790
Commercial business1,212
 960
 2,172
 181,594
 3,583
 185,177
1,092
 1,197
 2,289
 169,481
 3,745
 173,226
7,966
 1,574
 9,540
 909,365
 43,832
 953,197
7,985
 1,685
 9,670
 1,020,172
 43,677
 1,063,849
Total$19,640
 $2,528
 $22,168
 $1,721,570
 $117,012
 $1,838,582
$19,475
 $2,636
 $22,111
 $1,869,266
 $121,091
 $1,990,357
 
 At December 31, 2013
(in thousands)
Allowance:
collectively
evaluated for
impairment
 
Allowance:
individually
evaluated for
impairment
 Total 
Loans:
collectively
evaluated for
impairment
 
Loans:
individually
evaluated for
impairment
 Total
            
Consumer loans           
Single family$10,632
 $1,358
 $11,990
 $831,730
 $73,183
 $904,913
Home equity3,903
 84
 3,987
 133,006
 2,644
 135,650
 14,535
 1,442
 15,977
 964,736
 75,827
 1,040,563
Commercial loans           
Commercial real estate4,012
 —
 4,012
 445,766
 31,876
 477,642
Multifamily515
 427
 942
 76,053
 3,163
 79,216
Construction/land development1,414
 —
 1,414
 124,317
 6,148
 130,465
Commercial business1,042
 702
 1,744
 168,199
 2,855
 171,054
 6,983
 1,129
 8,112
 814,335
 44,042
 858,377
Total$21,518
 $2,571
 $24,089
 $1,779,071
 $119,869
 $1,898,940



19


Impaired Loans

The following tables present impaired loans by loan portfolio segment and loan class.
 
At June 30, 2014At September 30, 2014
(in thousands)
Recorded
investment (1)
 
Unpaid
principal
balance (2)
 
Related
allowance
Recorded
investment (1)
 
Unpaid
principal
balance (2)
 
Related
allowance
          
With no related allowance recorded:          
Consumer loans          
Single family$38,056
 $40,366
 $—
$41,422
 $43,600
 $—
Home equity1,991
 2,068
 —
1,949
 1,974
 —
40,047
 42,434
 —
43,371
 45,574
 —
Commercial loans          
Commercial real estate26,185
 29,383
 —
30,344
 33,367
 —
Multifamily508
 508
 —
508
 508
 —
Construction/land development5,843
 14,974
 —
5,693
 14,824
 —
Commercial business1,033
 1,911
 —
1,854
 3,294
 —
33,569
 46,776
 —
38,399
 51,993
 —
$73,616
 $89,210
 $—
$81,770
 $97,567
 $—
With an allowance recorded:          
Consumer loans          
Single family$32,730
 $32,826
 $876
$33,471
 $33,530
 $836
Home equity403
 402
 78
572
 572
 115
33,133
 33,228
 954
34,043
 34,102
 951
Commercial loans          
Commercial real estate5,096
 5,325
 212
793
 797
 122
Multifamily2,617
 2,795
 402
2,594
 2,771
 366
Construction/land development—
 —
 —
—
 —
 —
Commercial business2,550
 2,824
 960
1,891
 1,911
 1,197
10,263
 10,944
 1,574
5,278
 5,479
 1,685
$43,396
 $44,172
 $2,528
$39,321
 $39,581
 $2,636
Total:          
Consumer loans          
Single family(3)
$70,786
 $73,192
 $876
$74,893
 $77,130
 $836
Home equity2,394
 2,470
 78
2,521
 2,546
 115
73,180
 75,662
 954
77,414
 79,676
 951
Commercial loans          
Commercial real estate31,281
 34,708
 212
31,137
 34,164
 122
Multifamily3,125
 3,303
 402
3,102
 3,279
 366
Construction/land development5,843
 14,974
 —
5,693
 14,824
 —
Commercial business3,583
 4,735
 960
3,745
 5,205
 1,197
43,832
 57,720
 1,574
43,677
 57,472
 1,685
Total impaired loans$117,012
 $133,382
 $2,528
$121,091
 $137,148
 $2,636

(1)
Includes partial charge-offs and nonaccrual interest paid.
(2)
Unpaid principal balance does not include partial charge-offs or nonaccrual interest paid. Related allowance is calculated on net book balances not unpaid principal balances.
(3)
Includes $67.870.0 million in performing troubled debt restructurings ("TDRs").


20


 At December 31, 2013
(in thousands)
Recorded
investment (1)
 
Unpaid
principal
balance (2)
 
Related
allowance
      
With no related allowance recorded:     
Consumer loans     
Single family$39,341
 $41,935
 $—
Home equity1,895
 1,968
 —
 41,236
 43,903
 —
Commercial loans     
Commercial real estate31,876
 45,921
 —
Multifamily508
 508
 —
Construction/land development6,148
 15,299
 —
Commercial business1,533
 7,164
 —
 40,065
 68,892
 —
 $81,301
 $112,795
 $—
With an allowance recorded:     
Consumer loans     
Single family$33,842
 $33,900
 $1,358
Home equity749
 749
 84
 34,591
 34,649
 1,442
Commercial loans     
Multifamily2,655
 2,832
 427
Commercial business1,322
 1,478
 702
 3,977
 4,310
 1,129
 $38,568
 $38,959
 $2,571
Total:     
Consumer loans     
Single family(3)
$73,183
 $75,835
 $1,358
Home equity2,644
 2,717
 84
 75,827
 78,552
 1,442
Commercial loans     
Commercial real estate31,876
 45,921
 —
Multifamily3,163
 3,340
 427
Construction/land development6,148
 15,299
 —
Commercial business2,855
 8,642
 702
 44,042
 73,202
 1,129
Total impaired loans$119,869
 $151,754
 $2,571
 
(1)Includes partial charge-offs and nonaccrual interest paid.
(2)Unpaid principal balance does not include partial charge-offs or nonaccrual interest paid. Related allowance is calculated on net book balances not unpaid principal balances.
(3)
Includes $70.3 million in performing TDRs.


21


The following table provides the average recorded investment in impaired loans by portfolio segment and class.

Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Consumer loans              
Single family$70,977
 $81,628
 $71,713
 $79,194
$72,840
 $79,527
 $72,508
 $77,841
Home equity2,466
 3,550
 2,525
 3,607
2,457
 3,095
 2,524
 3,345
73,443
 85,178
 74,238
 82,801
75,297
 82,622
 75,032
 81,186
Commercial loans              
Commercial real estate31,771
 28,191
 31,806
 27,952
31,209
 27,456
 31,638
 27,775
Multifamily3,135
 3,204
 3,144
 3,210
3,114
 3,194
 3,134
 3,205
Construction/land development5,875
 9,115
 5,966
 10,378
5,768
 7,218
 5,898
 9,450
Commercial business3,200
 1,921
 3,085
 2,054
3,664
 1,696
 3,250
 1,922
43,981
 42,431
 44,001
 43,594
43,755
 39,564
 43,920
 42,352
$117,424
 $127,609
 $118,239
 $126,395
$119,052
 $122,186
 $118,952
 $123,538

Credit Quality Indicators

Management regularly reviews loans in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading in accordance with applicable bank regulations. The Company's risk rating methodology assigns risk ratings ranging from 1 to 10, where a higher rating represents higher risk. The Company differentiates its lending portfolios into homogeneous loans and non-homogeneous loans.

The 10 risk rating categories can be generally described by the following groupings for non-homogeneous loans:

Pass. We have five pass risk ratings which represent a level of credit quality that ranges from no well-defined deficiency or weakness to some noted weakness, however the risk of default on any loan classified as pass is expected to be remote. The five pass risk ratings are described below:

Minimal Risk. A minimal risk loan, risk rated 1-Exceptional, is to a borrower of the highest quality. The borrower has an unquestioned ability to produce consistent profits and service all obligations and can absorb severe market disturbances with little or no difficulty.

Low Risk. A low risk loan, risk rated 2-Superior, is similar in characteristics to a minimal risk loan. Balance sheet and operations are slightly more prone to fluctuations within the business cycle; however, debt capacity and debt service coverage remains strong. The borrower will have a strong demonstrated ability to produce profits and absorb market disturbances.

Modest Risk. A modest risk loan, risk rated 3-Excellent, is a desirable loan with excellent sources of repayment and no currently identifiable risk associated with collection. The borrower exhibits a very strong capacity to repay the loan in accordance with the repayment agreement. The borrower may be susceptible to economic cycles, but will have cash reserves to weather these cycles.

Average Risk. An average risk loan, risk rated 4-Good, is an attractive loan with sound sources of repayment and no material collection or repayment weakness evident. The borrower has an acceptable capacity to pay in accordance with the agreement. The borrower is susceptible to economic cycles and more efficient competition, but should have modest reserves sufficient to survive all but the most severe downturns or major setbacks.

Acceptable Risk. An acceptable risk loan, risk rated 5-Acceptable, is a loan with lower than average, but still acceptable credit risk. These borrowers may have higher leverage, less certain but viable repayment sources, have limited financial reserves and may possess weaknesses that can be adequately mitigated through collateral, structural or credit enhancement. The borrower is susceptible to economic cycles and is less resilient to negative market forces or financial events. Reserves may be insufficient to survive a modest downturn.


22


Watch. A watch loan, risk rated 6-Watch, is still pass-rated, but represents the lowest level of acceptable risk due to an emerging risk element or declining performance trend. Watch ratings are expected to be temporary, with issues resolved or manifested to the extent that a higher or lower rating would be appropriate. The borrower should have a plausible plan, with reasonable certainty of success, to correct the problems in a short period of time. Borrowers rated watch are characterized by elements of uncertainty, such as:
Borrower may be experiencing declining operating trends, strained cash flows or less-than anticipated performance. Cash flow should still be adequate to cover debt service, and the negative trends should be identified as being of a short-term or temporary nature.
The borrower may have experienced a minor, unexpected covenant violation.
Companies who may be experiencing tight working capital or have a cash cushion deficiency.
A loan may also be a watch if financial information is late, there is a documentation deficiency, the borrower has experienced unexpected management turnover, or if they face industry issues that, when combined with performance factors create uncertainty in their future ability to perform.
Delinquent payments, increasing and material overdraft activity, request for bulge and/or out- of-formula advances may be an indicator of inadequate working capital and may suggest a lower rating.
Failure of the intended repayment source to materialize as expected, or renewal of a loan (other than cash/marketable security secured or lines of credit) without reduction are possible indicators of a watch or worse risk rating.

Special Mention. A special mention loan, risk rated 7-Special Mention, has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans or the institutions credit position at some future date. They contain unfavorable characteristics and are generally undesirable. Loans in this category are currently protected but are potentially weak and constitute an undue and unwarranted credit risk, but not to the point of a substandard classification. A special mention loan has potential weaknesses, which if not checked or corrected, weaken the loan or inadequately protect the Company’s position at some future date. Such weaknesses include:
Performance is poor or significantly less than expected. There may be a temporary debt-servicing deficiency or inadequate working capital as evidenced by a cash cushion deficiency, but not to the extent that repayment is compromised. Material violation of financial covenants is common.
Loans with unresolved material issues that significantly cloud the debt service outlook, even though a debt servicing deficiency does not currently exist.
Modest underperformance or deviation from plan for real estate loans where absorption of rental/sales units is necessary to properly service the debt as structured. Depth of support for interest carry provided by owner/guarantors may mitigate and provide for improved rating
This rating may be assigned when a loan officer is unable to supervise the credit properly, an inadequate loan agreement, an inability to control collateral, failure to obtain proper documentation, or any other deviation from prudent lending practices.
Unlike a substandard credit, there should be a reasonable expectation that these temporary issues will be corrected within the normal course of business, rather than liquidation of assets, and in a reasonable period of time.

Substandard. A substandard loan, risk rated 8-Substandard, is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the loan. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual loans classified substandard. Loans are classified as substandard when they have unsatisfactory characteristics causing unacceptable levels of risk. A substandard loan normally has one or more well-defined weaknesses that could jeopardize repayment of the loan. The likely need to liquidate assets to correct the problem, rather than repayment from successful operations is the key distinction between special mention and substandard. The following are examples of well-defined weaknesses:
Cash flow deficiencies or trends are of a magnitude to jeopardize current and future payments with no immediate relief. A loss is not presently expected, however the outlook is sufficiently uncertain to preclude ruling out the possibility.
The borrower has been unable to adjust to prolonged and unfavorable industry or economic trends.

23


Material underperformance or deviation from plan for real estate loans where absorption of rental/sales units is necessary to properly service the debt and risk is not mitigated by willingness and capacity of owner/guarantor to support interest payments.
Management character or honesty has become suspect. This includes instances where the borrower has become uncooperative.
Due to unprofitable or unsuccessful business operations, some form of restructuring of the business, including liquidation of assets, has become the primary source of loan repayment. Cash flow has deteriorated, or been diverted, to the point that sale of collateral is now the Company’s primary source of repayment (unless this was the original source of repayment). If the collateral is under the Company’s control and is cash or other liquid, highly marketable securities and properly margined, then a more appropriate rating might be special mention or watch.
The borrower is involved in bankruptcy proceedings where collateral liquidation values are expected to fully protect the Company against loss.
There is material, uncorrectable faulty documentation or materially suspect financial information.

Doubtful. Loans classified as doubtful, risk rated 9-Doubtful, have all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work towards strengthening of the loan, classification as a loss (and immediate charge-off) is deferred until more exact status may be determined. Pending factors include proposed merger, acquisition, liquidation procedures, capital injection, and perfection of liens on additional collateral and refinancing plans. In certain circumstances, a doubtful rating will be temporary, while the Company is awaiting an updated collateral valuation. In these cases, once the collateral is valued and appropriate margin applied, the remaining un-collateralized portion will be charged-off. The remaining balance, properly margined, may then be upgraded to substandard, however must remain on non-accrual.

Loss. Loans classified as loss, risk rated 10-Loss, are considered un-collectible and of such little value that the continuance as an active Company asset is not warranted. This rating does not mean that the loan has no recovery or salvage value, but rather that the loan should be charged-off now, even though partial or full recovery may be possible in the future.

Impaired. Loans are classified as impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due, in accordance with the terms of the original loan agreement, without unreasonable delay. This generally includes all loans classified as non-accrual and troubled debt restructurings. Impaired loans are risk rated for internal and regulatory rating purposes, but presented separately for clarification.

Homogeneous loans maintain their original risk rating until they are greater than 30 days past due, and risk rating reclassification is based primarily on the past due status of the loan. The risk rating categories can be generally described by the following groupings for commercial and commercial real estate homogeneous loans:

Watch. A homogeneous watch loan, risk rated 6, is 30-59 days past due from the required payment date at month-end.

Special Mention. A homogeneous special mention loan, risk rated 7, is 60-89 days past due from the required payment date at month-end.

Substandard. A homogeneous substandard loan, risk rated 8, is 90-179 days past due from the required payment date at month-end.

Loss. A homogeneous loss loan, risk rated 10, is 180 days and more past due from the required payment date. These loans are generally charged-off in the month in which the 180 day time period elapses.

The risk rating categories can be generally described by the following groupings for residential and home equity and other homogeneous loans:

Watch. A homogeneous retail watch loan, risk rated 6, is 60-89 days past due from the required payment date at month-end.


24


Substandard. A homogeneous retail substandard loan, risk rated 8, is 90-180 days past due from the required payment date at month-end.

Loss. A homogeneous retail loss loan, risk rated 10, becomes past due 180 cumulative days from the contractual due date. These loans are generally charged-off in the month in which the 180 day period elapses.

The following tables presentsummarize designated loan grades by loan portfolio segment and loan class.
 
At June 30, 2014At September 30, 2014
(in thousands)Pass Watch Special mention Substandard TotalPass Watch Special mention Substandard Total
                  
Consumer loans                  
Single family$719,493
 $230
 $15,346
 $14,135
 $749,204
$756,182
 $1,347
 $15,489
 $15,214
 $788,232
Home equity134,225
 368
 422
 1,166
 136,181
136,029
 109
 438
 1,700
 138,276
853,718
 598
 15,768
 15,301
 885,385
892,211
 1,456
 15,927
 16,914
 926,508
Commercial loans                  
Commercial real estate380,101
 71,009
 18,403
 6,898
 476,411
439,969
 65,048
 20,391
 4,927
 530,335
Multifamily67,671
 1,531
 3,125
 —
 72,327
57,874
 1,523
 3,101
 —
 62,498
Construction/land development209,293
 6,923
 92
 2,974
 219,282
291,545
 3,065
 350
 2,830
 297,790
Commercial business161,215
 19,482
 558
 3,922
 185,177
144,645
 23,604
 2,112
 2,865
 173,226
818,280
 98,945
 22,178
 13,794
 953,197
934,033
 93,240
 25,954
 10,622
 1,063,849
$1,671,998
 $99,543
 $37,946
 $29,095
 $1,838,582
$1,826,244
 $94,696
 $41,881
 $27,536
 $1,990,357


22


 At December 31, 2013
(in thousands)Pass Watch Special mention Substandard Total
          
Consumer loans         
Single family$817,877
 $53,711
 $12,746
 $20,579
 $904,913
Home equity132,086
 1,442
 276
 1,846
 135,650
 949,963
 55,153
 13,022
 22,425
 1,040,563
Commercial loans         
Commercial real estate368,817
 63,579
 37,758
 7,488
 477,642
Multifamily74,509
 1,544
 3,163
 —
 79,216
Construction/land development121,026
 3,414
 2,895
 3,130
 130,465
Commercial business145,760
 20,062
 586
 4,646
 171,054
 710,112
 88,599
 44,402
 15,264
 858,377
 $1,660,075
 $143,752
 $57,424
 $37,689
 $1,898,940

The Company considers ‘adversely classified assets’ to include loans graded as Substandard, Doubtful, and Loss as well as other real estate owned ("OREO"). As of JuneSeptember 30, 2014 and December 31, 2013, none of the Company's loans were rated Doubtful or Loss. The total amount of adversely classified assets was $40.2$38.0 million and $50.6 million as of JuneSeptember 30, 2014 and December 31, 2013, respectively. For a detailed discussion on credit quality, indicators used by management, see Note 6, Loans and Credit Quality within our 2013 Annual Report on Form 10-K.

Nonaccrual and Past Due Loans
Loans are placed on nonaccrual status when the full and timely collection of principal and interest is doubtful, generally when the loan becomes 90 days or more past due for principal or interest payment or if part of the principal balance has been charged off. Loans whose repayments are insured by the Federal Housing Authority ("FHA") or guaranteed by the Department of Veterans' Affairs ("VA") are generally maintained on accrual status even if 90 days or more past due.

25


The following table presents an aging analysis of past due loans by loan portfolio segment and loan class.

At June 30, 2014At September 30, 2014
(in thousands)
30-59 days
past due
 
60-89 days
past due
 
90 days or
more
past due
 
Total past
due
 Current 
Total
loans
 
90 days or
more past
due and
accruing(1)
30-59 days
past due
 
60-89 days
past due
 
90 days or
more
past due
 
Total past
due
 Current 
Total
loans
 
90 days or
more past
due and
accruing(1)
                          
Consumer loans                          
Single family$10,967
 $3,943
 $39,020
 $53,930
 $695,274
 $749,204
 $32,032
$9,208
 $4,140
 $39,830
 $53,178
 $735,054
 $788,232
 $31,480
Home equity209
 368
 1,166
 1,743
 134,438
 136,181
 —
461
 109
 1,700
 2,270
 136,006
 138,276
 —
11,176
 4,311
 40,186
 55,673
 829,712
 885,385
 32,032
9,669
 4,249
 41,530
 55,448
 871,060
 926,508
 31,480
Commercial loans                          
Commercial real estate—
 —
 9,871
 9,871
 466,540
 476,411
 —
—
 —
 7,058
 7,058
 523,277
 530,335
 —
Multifamily—
 —
 —
 —
 72,327
 72,327
 —
—
 —
 —
 —
 62,498
 62,498
 —
Construction/land development—
 72
 —
 72
 219,210
 219,282
 —
—
 —
 —
 —
 297,790
 297,790
 —
Commercial business759
 837
 3,172
 4,768
 180,409
 185,177
 —
44
 —
 2,798
 2,842
 170,384
 173,226
 —
759
 909
 13,043
 14,711
 938,486
 953,197
 —
44
 —
 9,856
 9,900
 1,053,949
 1,063,849
 —
$11,935
 $5,220
 $53,229
 $70,384
 $1,768,198
 $1,838,582
 $32,032
$9,713
 $4,249
 $51,386
 $65,348
 $1,925,009
 $1,990,357
 $31,480
(1)FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status if they are determined to have little to no risk of loss.

23


 At December 31, 2013
(in thousands)30-59 days
past due		 60-89 days
past due		 90 days or
more
past due		 Total past
due		 Current Total
loans		 
90 days or
more past
due and
accruing(1)
              
Consumer loans             
Single family$6,466
 $4,901
 $55,672
 $67,039
 $837,874
 $904,913
 $46,811
Home equity375
 75
 1,846
 2,296
 133,354
 135,650
 —
 6,841
 4,976
 57,518
 69,335
 971,228
 1,040,563
 46,811
Commercial loans             
Commercial real estate—
 —
 12,257
 12,257
 465,385
 477,642
 —
Multifamily—
 —
 —
 —
 79,216
 79,216
 —
Construction/land development—
 —
 —
 —
 130,465
 130,465
 —
Commercial business—
 —
 2,743
 2,743
 168,311
 171,054
 —
 —
 —
 15,000
 15,000
 843,377
 858,377
 —
 $6,841
 $4,976
 $72,518
 $84,335
 $1,814,605
 $1,898,940
 $46,811

(1)FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status if they are determined to have little to no risk of loss.


26


The following tables present performing and nonperforming loan balances by loan portfolio segment and loan class.
 
At June 30, 2014At September 30, 2014
(in thousands)Accrual Nonaccrual TotalAccrual Nonaccrual Total
          
Consumer loans          
Single family$742,216
 $6,988
 $749,204
$779,882
 $8,350
 $788,232
Home equity135,015
 1,166
 136,181
136,576
 1,700
 138,276
877,231
 8,154
 885,385
916,458
 10,050
 926,508
Commercial loans          
Commercial real estate466,540
 9,871
 476,411
523,277
 7,058
 530,335
Multifamily72,327
 —
 72,327
62,498
 —
 62,498
Construction/land development219,282
 —
 219,282
297,790
 —
 297,790
Commercial business182,005
 3,172
 185,177
170,428
 2,798
 173,226
940,154
 13,043
(1) 
953,197
1,053,993
 9,856
(1) 
1,063,849
$1,817,385
 $21,197
 $1,838,582
$1,970,451
 $19,906
 $1,990,357
 
(1)Includes $6.5$6.3 million of nonperforming loans at JuneSeptember 30, 2014 that are guaranteed by the Small Business AssociationAdministration ("SBA").


24


 At December 31, 2013
(in thousands)Accrual Nonaccrual Total
      
Consumer loans     
Single family$896,052
 $8,861
 $904,913
Home equity133,804
 1,846
 135,650
 1,029,856
 10,707
 1,040,563
Commercial loans     
Commercial real estate465,385
 12,257
 477,642
Multifamily79,216
 —
 79,216
Construction/land development130,465
 —
 130,465
Commercial business168,311
 2,743
 171,054
 843,377
 15,000
(1) 
858,377
 $1,873,233
 $25,707
 $1,898,940

(1)Includes $6.5 million of nonperforming loans at December 31, 2013 that are guaranteed by the SBA.



27


The following tables present information about troubled debt restructurings ("TDRs") activity during the periods presented.

Three Months Ended June 30, 2014Three Months Ended September 30, 2014
(dollars in thousands)Concession type 
Number of loan
modifications
 
Recorded
investment
 
Related charge-
offs
Concession type 
Number of loan
modifications
 
Recorded
investment
 
Related charge-
offs
            
Consumer loans            
Single family            
Interest rate reduction 15
 $2,430
 $—
Interest rate reduction 18
 $3,268
 $—
Payment restructure —
 —
 —
Payment restructure 8
 1,626
 —
Home equity            
Interest rate reduction —
 —
 —
Interest rate reduction 1
 220
 —
Total consumer            
Interest rate reduction 15
 2,430
 —
Interest rate reduction 19
 3,488
 —
Payment restructure —
 —
 —
Payment restructure 8
 1,626
 —
 15
 2,430
 —
 27
 5,114
 —
            
Commercial loans            
Commercial real estate            
Payment restructure 2
 2,092
 —
Interest rate reduction 1
 1,181
 —
Payment restructure —
 —
 —
Commercial business            
Forgiveness of principal 1
 208
 288
Forgiveness of principal 1
 391
 266
Total commercial            
Interest rate reduction 1
 1,181
 —
Payment restructure 2
 2,092
 —
Payment restructure —
 —
 —
Forgiveness of principal 1
 208
 288
Forgiveness of principal 1
 391
 266
 3
 2,300
 288
 2
 1,572
 266
Total loans            
Interest rate reduction 15
 2,430
 —
Interest rate reduction 20
 4,669
 —
Payment restructure 2
 2,092
 —
Payment restructure 8
 1,626
 —
Forgiveness of principal 1
 $208
 $288
Forgiveness of principal 1
 391
 266
 18
 $4,730
 $288
 29
 $6,686
 $266

 Three Months Ended September 30, 2013
(dollars in thousands)Concession type 
Number of loan
modifications
 
Recorded
investment
 
Related charge-
offs
        
Consumer loans       
Single family       
 Interest rate reduction 27
 $5,538
 $—
Home equity       
 Interest rate reduction 2
 132
 —
Total consumer       
 Interest rate reduction 29
 5,670
 —
Total loans       
 Interest rate reduction 29
 $5,670
 $—



2528


Three Months Ended June 30, 2013Nine Months Ended September 30, 2014
(dollars in thousands)Concession type 
Number of loan
modifications
 
Recorded
investment
 
Related charge-
offs
Concession type 
Number of loan
modifications
 
Recorded
investment
 
Related charge-
offs
            
Consumer loans            
Single family            
Interest rate reduction 36
 $8,007
 $—
Interest rate reduction 42
 $7,455
 $—
Payment restructure 10
 1,991
 —
Home equity            
Interest rate reduction 3
 77
 —
Interest rate reduction 1
 220
 —
Total consumer            
Interest rate reduction 39
 8,084
 —
Interest rate reduction 43
 7,675
 —
Payment restructure 10
 1,991
 —
 53
 9,666
 —
      
Commercial loans      
Commercial real estate      
Interest rate reduction 1
 1,181
 —
Payment restructure 3
 4,248
 —
Commercial business      
Interest rate reduction 2
 117
 —
Forgiveness of principal 2
 599
 554
Total commercial      
Interest rate reduction 3
 1,298
 —
Payment restructure 3
 4,248
 —
Forgiveness of principal 2
 599
 554
 8
 6,145
 554
Total loans            
Interest rate reduction 39
 $8,084
 $—
Interest rate reduction 46
 8,973
 —
Payment restructure 13
 6,239
 —
Forgiveness of principal 2
 599
 554
 61
 $15,811
 $554

 Six Months Ended June 30, 2014
(dollars in thousands)Concession type 
Number of loan
modifications
 
Recorded
investment
 
Related charge-
offs
        
Consumer loans       
Single family       
 Interest rate reduction 24
 $4,187
 $—
 Payment restructure 2
 365
 —
Total consumer       
 Interest rate reduction 24
 4,187
 —
 Payment restructure 2
 365
 —
   26
 4,552
 —
        
Commercial loans       
Commercial real estate       
 Payment restructure 3
 4,248
 —
Commercial business       
 Interest rate reduction 2
 117
 —
 Forgiveness of principal 1
 208
 288
Total commercial       
 Interest rate reduction 2
 117
 —
 Payment restructure 3
 4,248
 —
 Forgiveness of principal 1
 208
 288
   6
 4,573
 288
Total loans       
 Interest rate reduction 26
 4,304
 —
 Payment restructure 5
 4,613
 —
 Forgiveness of principal 1
 $208
 $288
   32
 $9,125
 $288


26


Six Months Ended June 30, 2013Nine Months Ended September 30, 2013
(dollars in thousands)Concession type 
Number of loan
modifications
 
Recorded
investment
 
Related charge-
offs
Concession type 
Number of loan
modifications
 
Recorded
investment
 
Related charge-
offs
            
Consumer loans            
Single family            
Interest rate reduction 63
 $13,848
 $—
Interest rate reduction 51
 $11,300
 $—
Home equity            
Interest rate reduction 6
 248
 —
Interest rate reduction 5
 301
 —
Total consumer            
Interest rate reduction 69
 14,096
 —
Interest rate reduction 56
 11,601
 —
 69
 14,096
 —
 56
 11,601
 —
Total loans            
Interest rate reduction 69
 $14,096
 $—
Interest rate reduction 56
 $11,601
 $—

The following tables present loans that were modified as TDRs within the previous 12 months and subsequently re-defaulted during the three and sixnine months ended JuneSeptember 30, 2014 and 2013, respectively. A TDR loan is considered re-defaulted when it becomes doubtful that the objectives of the modifications will be met, generally when a consumer loan TDR becomes

29


60 days or more past due on principal or interest payments or when a commercial loan TDR becomes 90 days or more past due on principal or interest payments.
 
Three Months Ended June 30,Three Months Ended September 30,
2014 20132014 2013
(dollars in thousands)Number of loan relationships that re-defaulted 
Recorded
investment
 Number of loan relationships that re-defaulted 
Recorded
investment
Number of loan relationships that re-defaulted 
Recorded
investment
 Number of loan relationships that re-defaulted 
Recorded
investment
              
Consumer loans              
Single family2
 $425
 1
 $133
3
 $282
 7
 $1,017
Home equity—
 —
 —
 —
—
 —
 —
 —
2
 425
 1
 133
3
 282
 7
 1,017
2
 $425
 1
 $133
3
 $282
 7
 $1,017
 

Six Months Ended June 30,Nine Months Ended September 30,
2014 20132014 2013
(dollars in thousands)Number of loan relationships that re-defaulted 
Recorded
investment
 Number of loan relationships that re-defaulted 
Recorded
investment
Number of loan relationships that re-defaulted 
Recorded
investment
 Number of loan relationships that re-defaulted 
Recorded
investment
              
Consumer loans              
Single family4
 $728
 7
 $1,556
7
 $1,010
 14
 $2,573
Home equity1
 190
 1
 22
1
 190
 1
 22
5
 918
 8
 1,578
8
 1,200
 15
 2,595
Commercial loans              
Commercial real estate—
 —
 1
 770
—
 —
 1
 770
—
 —
 1
 770
—
 —
 1
 770
5
 $918
 9
 $2,348
8
 $1,200
 16
 $3,365


27



NOTE 4–DEPOSITS:

Deposit balances, including stated rates, were as follows.
 
(in thousands)At June 30,
2014		 At December 31,
2013
    
Noninterest-bearing accounts$472,255
 $322,952
NOW accounts, 0.00% to 1.00% at June 30, 2014 and 0.00% to 0.75% at December 31, 2013324,604
 297,966
Statement savings accounts, due on demand, 0.10% to 2.00% at June 30, 2014 and 0.20% to 2.00% at December 31, 2013166,851
 156,181
Money market accounts, due on demand, 0.00% to 1.45% at June 30, 2014 and 0.00% to 1.50% at December 31, 2013996,473
 919,322
Certificates of deposit, 0.10% to 3.80% at June 30, 2014 and 0.10% to 3.80% at December 31, 2013457,529
 514,400
 $2,417,712
 $2,210,821
(in thousands)At September 30,
2014		 At December 31,
2013
    
Noninterest-bearing accounts$557,580
 $322,952
NOW accounts, 0.00% to 1.00% at September 30, 2014 and 0.00% to 0.75% at December 31, 2013300,832
 297,966
Statement savings accounts, due on demand, 0.00% to 1.99% at September 30, 2014 and 0.20% to 2.00% at December 31, 2013184,656
 156,181
Money market accounts, due on demand, 0.00% to 1.45% at September 30, 2014 and 0.00% to 1.50% at December 31, 20131,015,266
 919,322
Certificates of deposit, 0.05% to 3.80% at September 30, 2014 and December 31, 2013367,124
 514,400
 $2,425,458
 $2,210,821

There were $1.9 million in public funds included in deposits as of JuneSeptember 30, 2014 and none at December 31, 2013.


30


Interest expense on deposits was as follows.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
NOW accounts$286
 $233
 $546
 $391
$289
 $265
 $835
 $656
Statement savings accounts211
 114
 411
 218
238
 140
 649
 358
Money market accounts1,080
 973
 2,101
 1,830
1,125
 1,060
 3,226
 2,890
Certificates of deposit779
 1,047
 1,658
 3,417
712
 757
 2,370
 4,174
$2,356
 $2,367
 $4,716
 $5,856
$2,364
 $2,222
 $7,080
 $8,078

The weighted-average interest rates on certificates of deposit JuneSeptember 30, 2014 and December 31, 2013 were 0.67%0.65% and 0.71%, respectively.

Certificates of deposit outstanding mature as follows.
 
(in thousands)At June 30, 2014At September 30, 2014
  
Within one year$321,986
$235,568
One to two years78,911
82,026
Two to three years43,864
40,207
Three to four years9,948
6,044
Four to five years2,820
3,279
$457,529
$367,124

The aggregate amount of time deposits in denominations of $100 thousand or more at JuneSeptember 30, 2014 and December 31, 2013 was $208.0167.5 million and $216.5 million, respectively. The aggregate amount of time deposits in denominations of more than $250 thousand at JuneSeptember 30, 2014 and December 31, 2013 was $20.919.7 million and $26.3 million, respectively. There were $119.983.2 million and $144.3 million of brokered deposits at JuneSeptember 30, 2014 and December 31, 2013, respectively.



2831


NOTE 5–DERIVATIVES AND HEDGING ACTIVITIES:

To reduce the risk of significant interest rate fluctuations on the value of certain assets and liabilities, such as certain mortgage loans held for sale or mortgage servicing rights ("MSRs"), the Company utilizes derivatives, such as forward sale commitments, futures, option contracts, interest rate swaps and swaptions as risk management instruments in its hedging strategy. Derivative transactions are measured in terms of notional amount, which is not recorded in the consolidated statements of financial condition. The notional amount is generally not exchanged and is used as the basis for interest and other contractual payments. We held no derivatives designated as cash flow or foreign currency hedge instruments at JuneSeptember 30, 2014 or December 31, 2013. Derivatives are reported at their respective fair values in the other assets or the accounts payable and other liabilities line items on the consolidated statements of financial condition, with changes in fair value reflected in current period earnings.

As permitted under U.S. GAAP, the Company nets derivative assets and liabilities when a legally enforceable master netting agreement exists between the Company and the derivative counterparty, which are documented under industry standard master agreements and credit support annexes. The Company's master netting agreements provide that following an uncured payment default or other event of default the non-defaulting party may promptly terminate all transactions between the parties and determine a net amount due to be paid to, or by, the defaulting party. An event of default may also occur under a credit support annex if a party fails to make a collateral delivery (which remains uncured following applicable notice and grace periods). The Company's right of offset requires that master netting agreements are legally enforceable and that the exercise of rights by the non-defaulting party under these agreements will not be stayed, or avoided under applicable law upon an event of default including bankruptcy, insolvency or similar proceeding.

The collateral used under the Company's master netting agreements is typically cash, but securities may be used under agreements with certain counterparties. Receivables related to cash collateral that has been paid to counterparties is included in other assets on the Company's consolidated statements of financial condition. Any securities pledged to counterparties as collateral remain on the consolidated statement of financial condition. Refer to Note 2, Investment Securities of this Form 10-Q for further information on securities collateral pledged. At JuneSeptember 30, 2014 and December 31, 2013, the Company did not hold any collateral received from counterparties under derivative transactions.

For further information on the policies that govern derivative and hedging activities, see Note 1, Summary of Significant Accounting Policies and Note 12, Derivatives and Hedging Activities within our 2013 Annual Report on Form 10-K.

The notional amounts and fair values for derivatives consist of the following.
 
At June 30, 2014At September 30, 2014
Notional amount Fair value derivativesNotional amount Fair value derivatives
(in thousands)  Asset Liability  Asset Liability
          
Forward sale commitments$1,122,581
 $1,473
 $(8,210)$1,140,752
 $1,309
 $(3,950)
Interest rate swaptions25,000
 29
 —
40,000
 23
 —
Interest rate lock commitments594,953
 17,441
 (35)457,381
 14,074
 (7)
Interest rate swaps479,111
 5,908
 (5,137)514,604
 3,499
 (4,166)
Total derivatives before netting$2,221,645
 24,851
 (13,382)$2,152,737
 18,905
 (8,123)
Netting adjustments  (737) 737
  (3,745) 3,745
Carrying value on consolidated statements of financial condition  $24,114
 $(12,645)  $15,160
 $(4,378)
 

2932


 At December 31, 2013
 Notional amount Fair value derivatives
(in thousands)  Asset Liability
      
Forward sale commitments$526,382
 $3,630
 $(578)
Interest rate swaptions110,000
 858
 (199)
Interest rate lock commitments261,070
 6,012
 (40)
Interest rate swaps508,004
 1,088
 (9,548)
Total derivatives before netting$1,405,456
 11,588
 (10,365)
Netting adjustments  (1,363) 1,363
Carrying value on consolidated statements of financial condition  $10,225
 $(9,002)
 
The following tables present gross and net information about derivative instruments.
 At June 30, 2014
(in thousands)Gross fair value Netting adjustments Carrying value 
Cash collateral paid (1)
 Securities pledged Net amount
            
Derivative assets:           
Forward sale commitments$1,473
 $(799) $674
 $—
 $—
 $674
Interest rate swaps / swaptions5,937
 62
 5,999
 —
 —
 5,999
Total derivatives subject to legally enforceable master netting agreements7,410
 (737) 6,673
 —
 —
 6,673
Interest rate lock commitments17,441
 —
 17,441
 —
 —
 17,441
Total derivative assets$24,851
 $(737) $24,114
 $—
 $—
 $24,114
            
Derivative liabilities:           
Forward sale commitments$(8,210) $799
 $(7,411) $6,433
 $820
 $(158)
Interest rate swaps(5,137) (62) (5,199) 5,063
 135
 (1)
Total derivatives subject to legally enforceable master netting agreements(13,347) 737
 (12,610) 11,496
 955
 (159)
Interest rate lock commitments(35) —
 (35) —
 —
 (35)
Total derivative liabilities$(13,382) $737
 $(12,645) $11,496
 $955
 $(194)
 At September 30, 2014
(in thousands)Gross fair value Netting adjustments Carrying value 
Cash collateral paid (1)
 Securities pledged Net amount
            
Derivative assets$18,905
 $(3,745) $15,160
 $—
 $—
 $15,160
            
Derivative liabilities$(8,123) $3,745
 $(4,378) $3,557
 $721
 $(100)


30


 At December 31, 2013
(in thousands)Gross fair value Netting adjustments Carrying value 
Cash collateral paid (1)
 Securities pledged Net amount
            
Derivative assets:           
Forward sale commitments$3,630
 $(33) $3,597
 $—
 $—
 $3,597
Interest rate swaps1,946
 (1,330) 616
 —
 —
 616
Total derivatives subject to legally enforceable master netting agreements5,576
 (1,363) 4,213
 —
 —
 4,213
Interest rate lock commitments6,012
 —
 6,012
 —
 —
 6,012
Total derivative assets$11,588
 $(1,363) $10,225
 $—
 $—
 $10,225
            
Derivative liabilities:           
Forward sale commitments$(578) $33
 $(545) $115
 $410
 $(20)
Interest rate swaps(9,747) 1,330
 (8,417) 8,376
 41
 —
Total derivatives subject to legally enforceable master netting agreements(10,325) 1,363
 (8,962) 8,491
 451
 (20)
Interest rate lock commitments(40) —
 (40) —
 —
 (40)
Total derivative liabilities$(10,365) $1,363
 $(9,002) $8,491
 $451
 $(60)
 At December 31, 2013
(in thousands)Gross fair value Netting adjustments Carrying value 
Cash collateral paid (1)
 Securities pledged Net amount
            
Derivative assets$11,588
 $(1,363) $10,225
 $—
 $—
 $10,225
            
Derivative liabilities$(10,365) $1,363
 $(9,002) $8,491
 $451
 $(60)

(1)
Excludes cash collateral of $20.6$21.5 million and $18.5 million at JuneSeptember 30, 2014 and December 31, 2013, which predominantly consists of collateral transferred by the Company at the initiation of derivative transactions and held by the counterparty as security. These amounts were not netted against the derivative receivables and payables, because, at an individual counterparty level, the collateral exceeded the fair value exposure at both JuneSeptember 30, 2014 and December 31, 2013.

The ineffective portion of net gain (loss) on derivatives in fair value hedging relationships, recognized in other noninterest income on the consolidated statements of operations, for loans held for investment were $(19)74 thousand and $75$10 thousand for the three months ended JuneSeptember 30, 2014 and 2013, respectively, and $12$86 thousand and $106$116 thousand for the sixnine months ended JuneSeptember 30, 2014 and 2013, respectively.

The Company's fair value hedge accounting relationships had loan valuation asset adjustments of $3.5 million and $4.4 million and swap valuation liabilities of $3.5 million and $4.4 million at September 30, 2014 and December 31, 2013, respectively.


33


The following table presents the net gain (loss) recognized on derivatives, including economic hedge derivatives, within the respective line items in the statement of operations for the periods indicated.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Recognized in noninterest income:              
Net gain on mortgage loan origination and sale activities (1)
$(4,580) $21,014
 $(6,014) $19,649
$(2,868) $(37,017) $(8,882) $(17,368)
Mortgage servicing income (loss) (2)
10,941
 (13,505) 20,838
 (16,023)2,543
 3,631
 23,381
 (12,392)
$6,361
 $7,509
 $14,824
 $3,626
$(325) $(33,386) $14,499
 $(29,760)
 
(1)Comprised of interest rate lock commitments ("IRLCs") and forward contracts used as an economic hedge of IRLCs and single family mortgage loans held for sale.
(2)Comprised of interest rate swaps, interest rate swaptions and forward contracts used as an economic hedge of single family MSRs.



31


NOTE 6–MORTGAGE BANKING OPERATIONS:

Loans held for sale consisted of the following.
 
(in thousands)At June 30,
2014		 At December 31,
2013		At September 30,
2014		 At December 31,
2013
      
Single family$536,657
(1) 
$279,385
$644,965
(1) 
$279,385
Multifamily12,783
 556
53,146
 556
$549,440
 $279,941
$698,111
 $279,941
(1)
The Company transferred $310.5 million of loans from the held for investment portfolio into loans held for sale in March of this year and subsequently sold $266.8 million of these loans. At June 30, 2014,, the Company had transferred $17.1 million of these loans back to the held for investment portfolio.


Loans sold consisted of the following.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Single family$906,342
 $1,229,686
 $1,526,255
 $2,590,030
$1,179,464
 $1,326,888
 $2,705,719
 $3,916,918
Multifamily15,902
 15,386
 22,165
 65,973
20,409
 21,998
 42,574
 87,971
$922,244
 $1,245,072
 $1,548,420
 $2,656,003
$1,199,873
 $1,348,886
 $2,748,293
 $4,004,889

Net gain on mortgage loan origination and sale activities, including the effects of derivative risk management instruments, consisted of the following.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Single family:              
Servicing value and secondary market gains(1)
$30,233
 $43,448
 $49,792
 $87,683
$29,866
 $23,076
 $79,658
 $110,760
Loan origination and funding fees6,781
 8,267
 11,542
 16,062
6,947
 8,302
 18,489
 24,363
Total single family37,014
 51,715
 61,334
 103,745
36,813
 31,378
 98,147
 135,123
Multifamily693
 709
 1,089
 2,634
930
 2,113
 2,019
 4,747
Other4,087
 —
 4,881
 —
(101) —
 4,780
 —
Total net gain on mortgage loan origination and sale activities$41,794
 $52,424
 $67,304
 $106,379
$37,642
 $33,491
 $104,946
 $139,870
 
(1)
Comprised of gains and losses on interest rate lock commitments (which considers the value of servicing), single family loans held for sale, forward sale commitments used to economically hedge secondary market activities, and changes in the Company's repurchase liability for loans that have been sold.

34





32


The Company’s portfolio of loans serviced for others is primarily comprised of loans held in U.S. government and agency MBS issued by Fannie Mae, Freddie Mac and Ginnie Mae. Loans serviced for others are not included in the consolidated statements of financial condition as they are not assets of the Company. The composition of loans serviced for others is presented below at the unpaid principal balance.

(in thousands)At June 30,
2014		 At December 31,
2013
September 30, 2014(1)
 At December 31,
2013
      
Single family      
U.S. government and agency$9,308,096
 $11,467,853
$10,007,872
 $11,467,853
Other586,978
 327,768
585,393
 327,768
9,895,074
 11,795,621
10,593,265
 11,795,621
Commercial      
Multifamily704,997
 720,429
703,197
 720,429
Other97,996
 95,673
86,589
 95,673
802,993
 816,102
789,786
 816,102
Total loans serviced for others$10,698,067
 $12,611,723
$11,383,051
 $12,611,723
(1)On June 30, 2014, the Company sold the rights to service $2.96 billion in total unpaid principal balance of single family mortgage loans serviced for Fannie Mae.

The Company has made representations and warranties that the loans sold meet certain requirements. The Company may be required to repurchase mortgage loans or indemnify loan purchasers due to defects in the origination process of the loan, such as documentation errors, underwriting errors and judgments, appraisal errors, early payment defaults and fraud. For further information on the Company's mortgage repurchase liability, see Note 7, Commitments, Guarantees and Contingencies of this Form 10-Q. The following is a summary of changes in the Company's liability for estimated mortgage repurchase losses.

Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Balance, beginning of period$1,142
 $1,975
 $1,260
 $1,955
$1,235
 $1,810
 $1,260
 $1,955
Additions (1)
313
 472
 552
 1,008
518
 505
 1,070
 1,513
Realized losses (2)
(220) (637) (577) (1,153)(86) (717) (663) (1,870)
Balance, end of period$1,235
 $1,810
 $1,235
 $1,810
$1,667
 $1,598
 $1,667
 $1,598
 
(1)Includes additions for new loan sales and changes in estimated probable future repurchase losses on previously sold loans.
(2)Includes principal losses and accrued interest on repurchased loans, “make-whole” settlements, settlements with claimants and certain related expense.

Advances are made to Ginnie Mae mortgage pools for delinquent loan payments. We also fund foreclosure costs and we repurchase loans from Ginnie Mae mortgage pools prior to recovery of guaranteed amounts. Ginnie Mae advances of $8.79.6 million and $7.1 million were recorded in other assets as of JuneSeptember 30, 2014 and December 31, 2013, respectively.

When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due), the Company then records the loan on its consolidated statement of financial condition. At JuneSeptember 30, 2014 and December 31, 2013, delinquent or defaulted mortgage loans currently in Ginnie Mae pools that the Company has recognized on its consolidated statements of financial condition totaled $13.513.7 million and $14.3 million, respectively, with a corresponding amount recorded within accounts payable and other liabilities on the consolidated statements of financial condition. The recognition of previously sold loans does not impact the accounting for the previously recognized MSRs.


3335


Revenue from mortgage servicing, including the effects of derivative risk management instruments, consisted of the following.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Servicing income, net:              
Servicing fees and other$10,112
 $7,955
 $19,961
 $15,562
$9,350
 $8,934
 $29,311
 $24,497
Changes in fair value of single family MSRs due to modeled amortization (1)
(7,109) (6,964) (13,077) (12,639)(6,212) (5,665) (19,289) (18,305)
Amortization of multifamily MSRs(434) (423) (858) (913)(425) (433) (1,283) (1,347)
2,569
 568
 6,026
 2,010
2,713
 2,836
 8,739
 4,845
Risk management, single family MSRs:              
Changes in fair value due to changes in model inputs and/or assumptions (2)
(3,326)
(3) 
15,120
 (8,735)
(3) 
19,268
899

(2,456) (7,836)
(3) 
16,812
Net gain (loss) from derivatives economically hedging MSR10,941
 (13,505) 20,838
 (16,023)2,543
 3,631
 23,381
 (12,392)
7,615
 1,615
 12,103
 3,245
3,442
 1,175
 15,545
 4,420
Mortgage servicing income$10,184
 $2,183
 $18,129
 $5,255
$6,155
 $4,011
 $24,284
 $9,265
 
(1)Represents changes due to collection/realization of expected cash flows and curtailments.
(2)Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
(3)Includes pre-tax income of $4.7 million, net of brokerage fees and prepayment reserves, resulting from the sale of single family MSRs during the three monthssecond quarter ended June 30, 2014.

All MSRs are initially measured and recorded at fair value at the time loans are sold. Single family MSRs are subsequently carried at fair value with changes in fair value reflected in earnings in the periods in which the changes occur, while multifamily MSRs are subsequently carried at the lower of amortized cost or fair value.

The fair value of MSRs is determined based on the price that would be received to sell the MSRs in an orderly transaction between market participants at the measurement date. The Company determines fair value using a valuation model that calculates the net present value of estimated future cash flows. Estimates of future cash flows include contractual servicing fees, ancillary income and costs of servicing, the timing of which are impacted by assumptions, primarily expected prepayment speeds and discount rates, which relate to the underlying performance of the loans.

The initial fair value measurement of MSRs is adjusted up or down depending on whether the underlying loan pool interest rate is at a premium, discount or par. Key economic assumptions used in measuring the initial fair value of capitalized single family MSRs were as follows.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(rates per annum) (1)
2014 2013 2014 20132014 2013 2014 2013
              
Constant prepayment rate ("CPR") (2)
13.71% 8.77% 12.79% 9.12%12.60% 8.39% 12.72% 8.87%
Discount rate11.06% 10.28% 10.80% 10.27%10.27% 10.21% 10.60% 10.25%
 
(1)Weighted average rates for sales during the period for sales of loans with similar characteristics.
(2)Represents the expected lifetime average.


3436


Key economic assumptions and the sensitivity of the current fair value for single family MSRs to immediate adverse changes in those assumptions were as follows.

(dollars in thousands)At June 30, 2014At September 30, 2014
  
Fair value of single family MSR$108,869
$115,477
Expected weighted-average life (in years)5.42
5.20
Constant prepayment rate (1)
14.97%15.46%
Impact on 25 basis points adverse change$(5,798)$(8,343)
Impact on 50 basis points adverse change$(12,097)$(17,045)
Discount rate10.70%10.60%
Impact on fair value of 100 basis points increase$(3,488)$(3,568)
Impact on fair value of 200 basis points increase$(6,761)$(6,927)
 
(1)Represents the expected lifetime average.

These sensitivities are hypothetical and should be used with caution. As the table above demonstrates, the Company’s methodology for estimating the fair value of MSRs is highly sensitive to changes in key assumptions. For example, actual prepayment experience may differ and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may provide an incentive to refinance; however, this may also indicate a slowing economy and an increase in the unemployment rate, which reduces the number of borrowers who qualify for refinancing), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time.

On June 30, 2014, the Company successfully closed the sale of the rights to service $2.96 billion in total unpaid principal balance of single family mortgage loans serviced for Fannie Mae, representing 24.3% of HomeStreet’s total single family mortgage loans serviced for others portfolio as of March 31, 2014. The sale resulted in a $4.7 million pre-tax increase in mortgage servicing income during the quarter. The Company expects to finalize the servicing transfer for these loans by October 1, 2014, and is subservicing these loans until the transfer date. These loans are excluded from the Company's MSR portfolio at June 30, 2014.

The changes in single family MSRs measured at fair value are as follows.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Beginning balance$149,646
 $102,678
 $153,128
 $87,396
$108,869
 $128,146
 $153,128
 $87,396
Originations11,827
 17,306
 19,720
 34,112
11,944
 16,862
 31,664
 50,975
Purchases3
 6
 5
 9
3
 10
 8
 19
Sale of single family MSRs(43,248) —
 (43,248) —
—
 —
 (43,248)
(3 
) 
—
Changes due to modeled amortization(1)
(7,109) (6,964) (13,077) (12,639)(6,212) (5,665) (19,289) (18,305)
Net additions and amortization(38,527) 10,348
 (36,600) 21,482
5,735
 11,207
 (30,865) 32,689
Changes in fair value due to changes in model inputs and/or assumptions (2)
(2,250) 15,120
 (7,659) 19,268
873
 (2,456) (6,786)
(4 
) 
16,812
Ending balance$108,869
 $128,146
 $108,869
 $128,146
$115,477
 $136,897
 $115,477
 $136,897
 
(1)Represents changes due to collection/realization of expected cash flows and curtailments.
(2)Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
(3)On June 30, 2014, the Company sold the rights to service $2.96 billion in total unpaid principal balance of single family mortgage loans serviced for Fannie Mae.
(4)Includes pre-tax income of $5.7 million, excluding transaction costs, resulting from the sale of single family MSRs during the three months endedon June 30, 2014.


35


MSRs resulting from the sale of multifamily loans are subsequently carried at the lower of amortized cost or fair value. Multifamily MSRs are recorded at fair value and are amortized in proportion to, and over, the estimated period the net servicing income will be collected.


37


The changes in multifamily MSRs measured at the lower of amortized cost or fair value were as follows.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Beginning balance$9,095
 $9,150
 $9,335
 $8,097
$9,122
 $9,239
 $9,335
 $8,097
Origination461
 512
 644
 2,055
418
 597
 1,062
 2,652
Amortization(434) (423) (857) (913)(424) (433) (1,281) (1,346)
Ending balance$9,122
 $9,239
 $9,122
 $9,239
$9,116
 $9,403
 $9,116
 $9,403

At JuneSeptember 30, 2014, the expected weighted-average life of the Company’s multifamily MSRs was 9.219.30 years. Projected amortization expense for the gross carrying value of multifamily MSRs is estimated as follows.
 
(in thousands)At June 30, 2014At September 30, 2014
  
Remainder of 2014$802
$399
20151,510
1,551
20161,400
1,441
20171,278
1,319
20181,120
1,161
2019 and thereafter3,012
3,245
Carrying value of multifamily MSR$9,122
$9,116


NOTE 7–COMMITMENTS, GUARANTEES AND CONTINGENCIES:

Commitments

Commitments to extend credit are agreements to lend to customers in accordance with predetermined contractual provisions. These commitments may be for specific periods or contain termination clauses and may require the payment of a fee by the borrower. The total amounts of unused commitments do not necessarily represent future credit exposure or cash requirements in that commitments may expire without being drawn upon.

The Company makes certain unfunded loan commitments as part of its lending activities that have not been recognized in the Company’s financial statements. These include commitments to extend credit made as part of the Company's mortgage lending activities and interest rate lock commitments on loans the Company intends to hold in its loans held for investment portfolio. The aggregate amount of these unrecognized unfunded loan commitments existing at JuneSeptember 30, 2014 and December 31, 2013 was $38.061.6 million and $18.4 million, respectively.

In the ordinary course of business, the Company extends secured and unsecured open-end loans to meet the financing needs of its customers. These commitments, which primarily related to unused home equity and business banking funding lines totaled $146.7 million and $154.0 million at June 30, 2014 and December 31, 2013, respectively. Undistributed construction loan commitments, where the Company has an obligation to advance funds for construction progress payments, were $292.8327.5 million and $168.5 million at JuneSeptember 30, 2014 and December 31, 2013, respectively. Unused home equity and commercial banking funding lines totaled $151.9 million and $154.0 million at September 30, 2014 and December 31, 2013, respectively. The Company has recorded an allowance for credit losses on loan commitments, included in accounts payable and other liabilities on the consolidated statements of financial condition, of $242$264 thousand and $181 thousand at JuneSeptember 30, 2014 and December 31, 2013, respectively.


3638


Guarantees

In the ordinary course of business, the Company sells loans through the Fannie Mae Multifamily Delegated Underwriting and Servicing Program (“DUS"®)1 that are subject to a credit loss sharing arrangement. The Company services the loans for Fannie Mae and shares in the risk of loss with Fannie Mae under the terms of the DUS contracts. Under the program, the DUS lender is contractually responsible for the first 5% of losses and then shares equally in the remainder of losses with Fannie Mae with a maximum lender loss of 20% of the original principal balance of each DUS loan. For loans that have been sold through this program, a liability is recorded for this loss sharing arrangement under the accounting guidance for guarantees. As of JuneSeptember 30, 2014 and December 31, 2013, the total unpaid principal balance of loans sold under this program was $705.0$703.2 million and $720.4 million, respectively. The Company’s reserve liability related to this arrangement totaled $2.01.8 million and $2.0 million at both JuneSeptember 30, 2014 and December 31, 2013. There were no actual losses incurred under this arrangement during the three and sixnine months ended JuneSeptember 30, 2014 and 2013.

Mortgage repurchase liability

In the ordinary course of business, the Company sells residential mortgage loans to GSEs that include the mortgage loans in GSE-guaranteed mortgage securitizations. In addition, the Company sells FHA-insured and VA-guaranteed mortgage loans that are sold to Ginnie Mae and are used to back Ginnie Mae-guaranteed securities. The Company has made representations and warranties that the loans sold meet certain requirements. The Company may be required to repurchase mortgage loans or indemnify loan purchasers due to defects in the origination process of the loan, such as documentation errors, underwriting errors and judgments, early payment defaults and fraud.

These obligations expose the Company to any credit loss on the repurchased mortgage loans after accounting for any mortgage insurance that it may receive. Generally, the maximum amount of future payments the Company would be required to make for breaches of these representations and warranties would be equal to the unpaid principal balance of such loans that are deemed to have defects that were sold to purchasers plus, in certain circumstances, accrued and unpaid interest on such loans and certain expenses.

The Company does not typically receive repurchase requests from Ginnie Mae, FHA or VA. As an originator of FHA-insured or VA-guaranteed loans, the Company is responsible for obtaining the insurance with FHA or the guarantee with the VA. If loans are later found not to meet the requirements of FHA or VA, through required internal quality control reviews or through agency audits, the Company may be required to indemnify FHA or VA against losses.  The loans remain in Ginnie Mae pools unless and until they are repurchased by the Company.  In general, once a FHA or VA loan becomes 90 days past due, the Company repurchases the FHA or VA residential mortgage loan to minimize the cost of interest advances on the loan.  If the loan is cured through borrower efforts or through loss mitigation activities, the loan may be resold into a Ginnie Mae pool. The Company's liability for mortgage loan repurchase losses incorporates probable losses associated with such indemnification.

The total unpaid principal balance of loans sold on a servicing-retained basis that were subject to the terms and conditions of these representations and warranties totaled $9.9910.68 billion and $11.89 billion as of JuneSeptember 30, 2014 and December 31, 2013, respectively. At JuneSeptember 30, 2014 and December 31, 2013, the Company had recorded a mortgage repurchase liability for loans sold on a servicing-retained and servicing-released basis, included in accounts payable and other liabilities on the consolidated statements of financial condition, of $1.21.7 million and $1.3 million, respectively.

Contingencies

In the normal course of business, the Company may have various legal claims and other similar contingent matters outstanding for which a loss may be realized. For these claims, the Company establishes a liability for contingent losses when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. For claims determined to be reasonably possible but not probable of resulting in a loss, there may be a range of possible losses in excess of the established liability. At JuneSeptember 30, 2014, we reviewed our legal claims and determined that there were no claims that are considered to be probable or reasonably possible of resulting in a loss. As a result, the Company did not have any amounts reserved for legal claims as of JuneSeptember 30, 2014.



3739


NOTE 8–FAIR VALUE MEASUREMENT:

For a further discussion of fair value measurements, including information regarding the Company’s valuation methodologies and the fair value hierarchy, see Note 18, Fair Value Measurement within our 2013 Annual Report on Form 10-K.

Valuation Processes

The Company has various processes and controls in place to ensure that fair value measurements are reasonably estimated. The Finance Committee provides oversight and approves the Company’s Asset/Liability Management Policy ("ALMP"). The Company's ALMP governs, among other things, the application and control of the valuation models used to measure fair value. On a quarterly basis, the Company’s Asset/Liability Management Committee ("ALCO") and the Finance Committee of the Board review significant modeling variables used to measure the fair value of the Company’s financial instruments, including the significant inputs used in the valuation of single family MSRs. Additionally, at least annually ALCO obtains an independent review of the MSR valuation process and procedures, including a review of the model architecture and the valuation assumptions. The Company obtains an MSR valuation from an independent valuation firm monthly to assist with the validation of the fair value estimate and the reasonableness of the assumptions used in measuring fair value.

The Company’s real estate valuations are overseen by the Company’s appraisal department, which is independent of the Company’s lending and credit administration functions. The appraisal department maintains the Company’s appraisal policy and recommends changes to the policy subject to approval by the Company’s Loan Committee and the Credit Committee of the Board. The Company’s appraisals are prepared by independent third-party appraisers and the Company’s internal appraisers. Single family appraisals are generally reviewed by the Company’s single family loan underwriters. Single family appraisals with unusual, higher risk or complex characteristics, as well as commercial real estate appraisals, are reviewed by the Company’s appraisal department.

We obtain pricing from third party service providers for determining the fair value of a substantial portion of our investment securities available for sale. We have processes in place to evaluate such third party pricing services to ensure information obtained and valuation techniques used are appropriate. For fair value measurements obtained from third party services, we monitor and review the results to ensure the values are reasonable and in line with market experience for similar classes of securities. While the inputs used by the pricing vendor in determining fair value are not provided, and therefore unavailable for our review, we do perform certain procedures to validate the values received, including comparisons to other sources of valuation (if available), comparisons to other independent market data and a variance analysis of prices by Company personnel that are not responsible for the performance of the investment securities.

Estimation of Fair Value
Fair value is based on quoted market prices, when available. In cases where a quoted price for an asset or liability is not available, the Company uses valuation models to estimate fair value. These models incorporate inputs such as forward yield curves, loan prepayment assumptions, expected loss assumptions, market volatilities, and pricing spreads utilizing market-based inputs where readily available. The Company believes its valuation methods are appropriate and consistent with those that would be used by other market participants. However, imprecision in estimating unobservable inputs and other factors may result in these fair value measurements not reflecting the amount realized in an actual sale or transfer of the asset or liability in a current market exchange.

The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities.


3840


Asset/Liability class  Valuation methodology, inputs and assumptions  Classification
Cash and cash equivalents  Carrying value is a reasonable estimate of fair value based on the short-term nature of the instruments.  Estimated fair value classified as Level 1.
Investment securities    
Investment securities available for sale  
Observable market prices of identical or similar securities are used where available.
 
If market prices are not readily available, value is based on discounted cash flows using the following significant inputs:
 
•      Expected prepayment speeds
 
•      Estimated credit losses
 
•      Market liquidity adjustments
  Level 2 recurring fair value measurement
Investment securities held to maturity Observable market prices of identical or similar securities are used where available.
 
If market prices are not readily available, value is based on discounted cash flows using the following significant inputs:
 
•      Expected prepayment speeds
 
•      Estimated credit losses
 
•      Market liquidity adjustments		 Carried at amortized cost.
 
Estimated fair value classified as Level 2.
Loans held for sale      
Single-family loans, including loans transferred from held for investment  
Fair value is based on observable market data, including:
 
•       Quoted market prices, where available
 
•       Dealer quotes for similar loans
 
•       Forward sale commitments
  Level 2 recurring fair value measurement
Multifamily loans  The sale price is set at the time the loan commitment is made, and as such subsequent changes in market conditions have a very limited effect, if any, on the value of these loans carried on the consolidated statements of financial condition, which are typically sold within 30 days of origination.  
Carried at lower of amortized cost or fair value.
 
Estimated fair value classified as Level 2.
Loans held for investment      
Loans held for investment, excluding collateral dependent loans  
Fair value is based on discounted cash flows, which considers the following inputs:
 
•       Current lending rates for new loans
 
•       Expected prepayment speeds
 
•       Estimated credit losses
•       Market liquidity adjustments
  
For the carrying value of loans see Note 1–Summary of Significant Accounting Policies of this Form 10-Q.



Estimated fair value classified as Level 3.
Loans held for investment, collateral dependent  
Fair value is based on appraised value of collateral, which considers sales comparison and income approach methodologies. Adjustments are made for various factors, which may include:
 •      Adjustments for variations in specific property qualities such as location, physical dissimilarities, market conditions at the time of sale, income producing characteristics and other factors
•      Adjustments to obtain “upon completion” and “upon stabilization” values (e.g., property hold discounts where the highest and best use would require development of a property over time)
•      Bulk discounts applied for sales costs, holding costs and profit for tract development and certain other properties
  
Carried at lower of amortized cost or fair value of collateral, less the estimated cost to sell.
 
Classified as a Level 3 nonrecurring fair value measurement in periods where carrying value is adjusted to reflect the fair value of collateral.

 

3941


Asset/Liability class  Valuation methodology, inputs and assumptions  Classification
Mortgage servicing rights      
Single family MSRs  
For information on how the Company measures the fair value of its single family MSRs, including key economic assumptions and the sensitivity of fair value to changes in those assumptions, see Note 6, Mortgage Banking Operations of this Form 10-Q.
  Level 3 recurring fair value measurement
Multifamily MSRs  Fair value is based on discounted estimated future servicing fees and other revenue, less estimated costs to service the loans.  
Carried at lower of amortized cost or fair value
 
Estimated fair value classified as Level 3.
Derivatives      
Interest rate swaps
Interest rate swaptions
Forward sale commitments
 Fair value is based on quoted prices for identical or similar instruments, when available.
 
When quoted prices are not available, fair value is based on internally developed modeling techniques, which require the use of multiple observable market inputs including:
 
•       Forward interest rates
 
•       Interest rate volatilities		 Level 2 recurring fair value measurement
Interest rate lock commitments 
The fair value considers several factors including:

•       Fair value of the underlying loan based on quoted prices in the secondary market, when available. 

•       Value of servicing

•       Fall-out factor
 Level 3 recurring fair value measurement
Other real estate owned (“OREO”)  Fair value is based on appraised value of collateral, less the estimated cost to sell. See discussion of "loans held for investment, collateral dependent" above for further information on appraisals.  Carried at lower of amortized cost or fair value of collateral (Level 3), less the estimated cost to sell.
Federal Home Loan Bank stock  Carrying value approximates fair value as FHLB stock can only be purchased or redeemed at par value.  
Carried at par value.
 
Estimated fair value classified as Level 2.
Deposits      
Demand deposits  Fair value is estimated using discounted cash flows basedas the amount payable on market rates and expected life.demand at the reporting date.  
Carried at historical cost.
 
Estimated fair value classified as Level 2.
Fixed-maturity certificates of deposit  Fair value is estimated using discounted cash flows based on market rates currently offered for deposits of similar remaining time to maturity.  
Carried at historical cost.
 
Estimated fair value classified as Level 2.
Federal Home Loan Bank advances  Fair value is estimated using discounted cash flows based on rates currently available for advances with similar terms and remaining time to maturity.  
Carried at historical cost.
 
Estimated fair value classified as Level 2.
Long-term debt  Fair value is estimated using discounted cash flows based on current lending rates for similar long-term debt instruments with similar terms and remaining time to maturity.  
Carried at historical cost.
 
Estimated fair value classified as Level 2.



4042


The following table presents the levels of the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis.
 
(in thousands)Fair Value at June 30, 2014 Level 1 Level 2 Level 3Fair Value at September 30, 2014 Level 1 Level 2 Level 3
              
Assets:              
Investment securities available for sale              
Mortgage backed securities:              
Residential$110,266
 $—
 $110,266
 $—
$110,837
 $—
 $110,837
 $—
Commercial13,674
 —
 13,674
 —
13,571
 —
 13,571
 —
Municipal bonds125,813
 —
 125,813
 —
123,042
 —
 123,042
 —
Collateralized mortgage obligations:              
Residential56,767
 —
 56,767
 —
54,888
 —
 54,888
 —
Commercial16,021
 —
 16,021
 —
15,632
 —
 15,632
 —
Corporate debt securities72,420
 —
 72,420
 —
72,112
 —
 72,112
 —
U.S. Treasury securities42,010
 —
 42,010
 —
42,014
 —
 42,014
 —
Single family mortgage servicing rights108,869
 —
 —
 108,869
115,477
 —
 —
 115,477
Single family loans held for sale536,658
 —
 536,658
 —
614,876
 —
 614,876
 —
Derivatives              
Forward sale commitments1,473
 —
 1,473
 —
1,309
 —
 1,309
 —
Interest rate swaptions29
 —
 29
 —
23
 —
 23
 —
Interest rate lock commitments17,441
 —
 —
 17,441
14,074
 —
 —
 14,074
Interest rate swaps5,908
 —
 5,908
 —
3,499
 —
 3,499
 —
Total assets$1,107,349
 $—
 $981,039
 $126,310
$1,181,354
 $—
 $1,051,803
 $129,551
Liabilities:              
Derivatives              
Forward sale commitments$8,210
 $—
 $8,210
 $—
$3,950
 $—
 $3,950
 $—
Interest rate lock commitments35
 —
 —
 35
7
 —
 —
 7
Interest rate swaps5,137
 —
 5,137
 —
4,166
 —
 4,166
 —
Total liabilities$13,382
 $—
 $13,347
 $35
$8,123
 $—
 $8,116
 $7



4143


(in thousands)Fair Value at December 31, 2013 Level 1 Level 2 Level 3
        
Assets:       
Investment securities available for sale       
Mortgage backed securities:       
Residential$133,910
 $—
 $133,910
 $—
Commercial13,433
 —
 13,433
 —
Municipal bonds130,850
 —
 130,850
 —
Collateralized mortgage obligations:       
Residential90,327
 —
 90,327
 —
Commercial16,845
 —
 16,845
 —
Corporate debt securities68,866
 —
 68,866
 —
U.S. Treasury securities27,452
 —
 27,452
 —
Single family mortgage servicing rights153,128
 —
 —
 153,128
Single family loans held for sale279,385
 —
 279,385
 —
Derivatives       
Forward sale commitments3,630
 —
 3,630
 —
Interest rate swaptions858
 —
 858
 —
Interest rate lock commitments6,012
 —
 —
 6,012
Interest rate swaps1,088
 —
 1,088
 —
Total assets$925,784
 $—
 $766,644
 $159,140
Liabilities:       
Derivatives       
Forward sale commitments$578
 $—
 $578
 $—
Interest rate swaptions199
 —
 199
 —
Interest rate lock commitments40
 —
 —
 40
Interest rate swaps9,548
 —
 9,548
 —
Total liabilities$10,365
 $—
 $10,325
 $40

There were no transfers between levels of the fair value hierarchy during the three and sixnine months ended JuneSeptember 30, 2014 and 2013.

Level 3 Recurring Fair Value Measurements

The Company's level 3 recurring fair value measurements consist of single family mortgage servicing rights and interest rate lock commitments, which are accounted for as derivatives. For information regarding fair value changes and activity for single family MSRs during the three and sixnine months ended JuneSeptember 30, 2014 and 2013, see Note 6, Mortgage Banking Operations of this Form 10-Q.


4244


The following table presents fair value changes and activity for level 3 interest rate lock commitments.
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Beginning balance, net$10,094
 $20,842
 $5,972
 $22,528
$17,406
 $406
 $5,972
 $22,528
Total realized/unrealized gains(1)
34,495
 28,151
 54,662
 73,693
23,844
 28,538
 78,506
 102,231
Settlements(27,183) (48,587) (43,228) (95,815)(27,183) (15,267) (70,411) (111,082)
Ending balance, net$17,406
 $406
 $17,406
 $406
$14,067
 $13,677
 $14,067
 $13,677

(1)
All realized and unrealized gains and losses are recognized in earnings as net gain from mortgage loan origination and sale activities on the consolidated statements of operations. There were net unrealized (losses) gains of $17.1$405 thousand and $13.3 million and $(550) thousand for the three months ended JuneSeptember 30, 2014 and 2013, respectively, and $26.9$27.3 million and $325 thousand$13.7 million of net unrealized gains (losses) for the sixnine months ended JuneSeptember 30, 2014 and 2013, respectively, recognized on interest rate lock commitments outstanding at the beginning of the period and still outstanding at JuneSeptember 30, 2014 and 2013, respectively.
In the first quarter of 2013, the Company refined the valuation methodology used for interest rate lock commitments to reflect assumptions that the Company believes a market participant would consider under current market conditions. This change in accounting estimate resulted in an increase in fair value of $4.3 million to the Company's interest rate lock commitments outstanding at March 31, 2013.

The following information presents significant Level 3 unobservable inputs used to measure fair value of interest rate lock commitments.

(dollars in thousands)At June 30, 2014At September 30, 2014
Fair Value 
Valuation
Technique
 
Significant Unobservable
Input
 Low High Weighted AverageFair Value 
Valuation
Technique
 
Significant Unobservable
Input
 Low High Weighted Average
                      
Interest rate lock commitments, net$17,406
 Income approach Fall out factor 0.7% 82.8% 18.2%$14,067
 Income approach Fall out factor 0.63% 79.56% 16.14%
  Value of servicing 0.59% 2.59% 1.39%  Value of servicing 0.51% 2.14% 1.03%

(dollars in thousands)At December 31, 2013
Fair Value 
Valuation
Technique
 
Significant Unobservable
Input
 Low High Weighted Average
            
Interest rate lock commitments, net$5,972
 Income approach Fall out factor 0.5% 97.0% 17.8%
     Value of servicing 0.62% 2.65% 1.22%

Nonrecurring Fair Value Measurements

Certain assets held by the Company are not included in the tables above, but are measured at fair value on a nonrecurring basis. These assets include certain loans held for investment and other real estate owned that are carried at the lower of cost or fair value of the underlying collateral, less the estimated cost to sell. The estimated fair values of real estate collateral are generally based on internal evaluations and appraisals of such collateral, which use the market approach and income approach methodologies. All impaired loans are subject to an internal evaluation completed quarterly by management as part of the allowance process.

CommercialThe fair value of commercial properties are generally based on third-party appraisals that consider recent sales of comparable properties, including their income generating characteristics, adjusted (generally based on unobservable inputs) to reflect the general assumptions that a market participant would make when analyzing the property for purchase. UnderThe Company uses a fair value of collateral technique to apply adjustments to the appraisal value of certain circumstances, management discountscommercial loans held for investment that are applied based on specific characteristicscollateralized by real estate. During the three and nine months ended September 30, 2014, the Company recorded no adjustments to the appraisal values of an individual property andcertain commercial loans held for investment that are collateralized by real estate. The Company uses a fair value of collateral technique to apply adjustments to the Company's experience with actual liquidation values.stated value of certain commercial loans held for investment that are not collateralized by real estate. During the three months ended JuneSeptember 30, 2014, the Company applied a range of stated value adjustments of 0.0% to 98.0%, with a weighted average rate of 18.6%. During the nine months ended September 30, 2014, the Company applied a range of stated value adjustments of 0.0% to 98.0%, with a weighted average rate of 22.5%. During the three months ended September 30, 2014, the Company used a fair value of collateral technique to apply an adjustment to the appraisal value of certain commercial loans held for investmentOREO using a range of discount ratesadjustments of 6.3%0.0% to 68.1%18.0%, with a weighted

45


average rate of 2.5%. During the nine months ended September 30, 2014, the Company applied a range of discount adjustments of 0.0% to 18.0%, with a weighted average rate of 35.2%. During the six months ended June 30, 2014, the

43


Company used a range of discounts of 6.3% to 68.1%, with a weighted average rate of 24.4%0.4%. During the three and sixnine months ended JuneSeptember 30, 2013, the Company did not apply any discount adjustments to the appraisal value of loans held for investment or OREO.

Residential properties are generally based on unadjusted third-party appraisals. Factors considered in determining the fair value include geographic sales trends, the value of comparable surrounding properties as well as the condition of the property.

These adjustments may increase or decrease an appraised value and can vary significantly depending on the location, physical characteristics and income producing potential of each individual property. The quality and volume of market information available at the time of the appraisal can vary from period-to-period and cause significant changes to the nature and magnitude of the unobservable inputs used. Given these variations, changes in these unobservable inputs are generally not a reliable indicator for how fair value will increase or decrease from period to period.

The following tables present assets that werehad changes in their recorded at fair value during the three and sixnine months ended JuneSeptember 30, 2014 and 2013 and still held at the end of the respective reporting period.

Three Months Ended June 30, 2014Three Months Ended September 30, 2014
(in thousands)Fair Value of Assets Held at June 30, 2014 Level 1 Level 2 Level 3 Total Gains (Losses)Fair Value of Assets Held at September 30, 2014 Level 1 Level 2 Level 3 Total Gains (Losses)
                  
Loans held for investment(1)
$21,890
 $—
 $—
 $21,890
 $(899)$22,379
 $—
 $—
 $22,379
 $(82)
Other real estate owned(2)
6,772
 —
 —
 6,772
 24
1,017
 —
 —
 1,017
 (93)
Total$28,662
 $—
 $—
 $28,662
 $(875)$23,396
 $—
 $—
 $23,396
 $(175)

Three Months Ended June 30, 2013Three Months Ended September 30, 2013
(in thousands)Fair Value of Assets Held at June 30, 2013 Level 1 Level 2 Level 3 Total Gains (Losses)Fair Value of Assets Held at September 30, 2013 Level 1 Level 2 Level 3 Total Gains (Losses)
                  
Loans held for investment(1)
$50,362
 $—
 $—
 $50,362
 $422
$37,853
 $—
 $—
 $37,853
 $(760)
Other real estate owned(2)
7,600
 —
 —
 7,600
 (339)1,847
 —
 —
 1,847
 (174)
Total$57,962
 $—
 $—
 $57,962
 $83
$39,700
 $—
 $—
 $39,700
 $(934)

Six Months Ended June 30, 2014Nine Months Ended September 30, 2014
(in thousands)Fair Value of Assets Held at June 30, 2014 Level 1 Level 2 Level 3 Total Gains (Losses)Fair Value of Assets Held at September 30, 2014 Level 1 Level 2 Level 3 Total Gains (Losses)
                  
Loans held for investment(1)
$21,890
 $—
 $—
 $21,890
 $(410)$25,786
 $—
 $—
 $25,786
 $(495)
Other real estate owned(2)
6,772
 —
 —
 6,772
 24
6,831
 —
 —
 6,831
 (69)
Total$28,662
 $—
 $—
 $28,662
 $(386)$32,617
 $—
 $—
 $32,617
 $(564)


46


Six Months Ended June 30, 2013Nine Months Ended September 30, 2013
(in thousands)Fair Value of Assets Held at June 30, 2013 Level 1 Level 2 Level 3 Total Gains (Losses)Fair Value of Assets Held at September 30, 2013 Level 1 Level 2 Level 3 Total Gains (Losses)
                  
Loans held for investment(1)
$50,362
 $—
 $—
 $50,362
 $592
$37,853
 $—
 $—
 $37,853
 $(1,510)
Other real estate owned(2)
7,600
 —
 —
 7,600
 (739)10,398
 —
 —
 10,398
 (2,589)
Total$57,962
 $—
 $—
 $57,962
 $(147)$48,251
 $—
 $—
 $48,251
 $(4,099)
 
(1)Represents the carrying value of loans for which adjustments are based on the fair value of the collateral.
(2)Represents other real estate owned where an updated fair value of collateral is used to adjust the carrying amount subsequent to the initial classification as other real estate owned.

44



Fair Value of Financial Instruments

The following presents the carrying value, estimated fair value and the levels of the fair value hierarchy for the Company’s financial instruments other than assets and liabilities measured at fair value on a recurring basis.
 
At June 30, 2014At September 30, 2014
(in thousands)
Carrying
Value
 
Fair
Value
 Level 1 Level 2 Level 3
Carrying
Value
 
Fair
Value
 Level 1 Level 2 Level 3
                  
Assets:                  
Cash and cash equivalents$74,991
 $74,991
 $74,991
 $—
 $—
$34,687
 $34,687
 $34,687
 $—
 $—
Investment securities held to maturity17,995
 18,277
 —
 18,277
 —
17,852
 18,116
 —
 18,116
 —
Loans held for investment1,812,895
 1,878,817
 —
 —
 1,878,817
1,964,762
 2,006,926
 —
 —
 2,006,926
Loans held for sale - transferred from held for investment27,500
 28,443
 —
 28,443
 —
30,089
 30,089
 —
 30,089
 —
Loans held for sale – multifamily12,783
 12,783
 —
 12,783
 —
53,146
 53,147
 —
 53,147
 —
Mortgage servicing rights – multifamily9,122
 10,799
 —
 —
 10,799
9,116
 10,790
 —
 —
 10,790
Federal Home Loan Bank stock34,618
 34,618
 —
 34,618
 —
34,271
 34,271
 —
 34,271
 —
Liabilities:                  
Deposits$2,417,712
 $2,300,855
 $—
 $2,300,855
 $—
$2,425,458
 $2,426,678
 $—
 $2,426,678
 $—
Federal Home Loan Bank advances384,090
 386,995
 —
 386,995
 —
598,590
 601,306
 —
 601,306
 —
Securities sold under agreements to repurchase14,681
 14,681
 —
 14,681
 —
14,225
 14,225
 —
 14,225
 —
Long-term debt61,857
 60,242
 —
 60,242
 —
61,857
 60,239
 —
 60,239
 —
 
 At December 31, 2013
(in thousands)
Carrying
Value
 
Fair
Value
 Level 1 Level 2 Level 3
          
Assets:         
Cash and cash equivalents$33,908
 $33,908
 $33,908
 $—
 $—
Investment securities held to maturity17,133
 16,887
 —
 16,887
 —
Loans held for investment1,871,813
 1,900,349
 —
 —
 1,900,349
Loans held for sale – multifamily556
 556
 —
 556
 —
Mortgage servicing rights – multifamily9,335
 10,839
 —
 —
 10,839
Federal Home Loan Bank stock35,288
 35,288
 —
 35,288
 —
Liabilities:         
Deposits$2,210,821
 $2,058,533
 $—
 $2,058,533
 $—
Federal Home Loan Bank advances446,590
 449,109
 —
 449,109
 —
Long-term debt64,811
 63,849
 —
 63,849
 —


47


Excluded from the fair value tables above are certain off-balance sheet loan commitments such as unused home equity lines of credit, business banking line funds and undisbursed construction funds. A reasonable estimate of the fair value of these instruments is the carrying value of deferred fees plus the related allowance for credit losses, which amounted to $2.32.5 million and $977 thousand at JuneSeptember 30, 2014 and December 31, 2013, respectively.



45


NOTE 9–EARNINGS PER SHARE:

The following table summarizes the calculation of earnings per share.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands, except share and per share data)2014 2013 2014 20132014 2013 2014 2013
              
Net income$9,362
 $12,068
 $11,663
 $23,008
$4,975
 $1,662
 $16,638
 $24,670
Weighted average shares:              
Basic weighted-average number of common shares outstanding14,800,853
 14,376,580
 14,792,638
 14,368,135
14,805,780
 14,388,559
 14,797,019
 14,374,943
Dilutive effect of outstanding common stock equivalents (1)
154,145
 408,901
 163,441
 426,670
162,458
 402,112
 160,015
 418,484
Diluted weighted-average number of common stock outstanding14,954,998
 14,785,481
 14,956,079
 14,794,805
14,968,238
 14,790,671
 14,957,034
 14,793,427
Earnings per share:              
Basic earnings per share$0.63
 $0.84
 $0.79
 $1.60
$0.34
 $0.12
 $1.12
 $1.72
Diluted earnings per share$0.63
 $0.82
 $0.78
 $1.56
$0.33
 $0.11
 $1.11
 $1.67
 
(1)
Excluded from the computation of diluted earnings per share (due to their antidilutive effect) for the three and sixnine months ended JuneSeptember 30, 2014 and 2013 were certain stock options and unvested restricted stock issued to key senior management personnel and directors of the Company. The aggregate number of common stock equivalents related to such options and unvested restricted shares, which could potentially be dilutive in future periods, was 106,266104,514 and 109,336112,765 at JuneSeptember 30, 2014 and 2013, respectively.


NOTE 10–SHARE-BASED COMPENSATION PLANS:

For the three months ended JuneSeptember 30, 2014 and 2013, $337$416 thousand and $255$273 thousand of compensation costs, respectively, were recognized for share-based compensation awards. For the sixnine months ended JuneSeptember 30, 2014 and 2013, $683 thousand$1.1 million and $535$808 thousand of compensation costs, respectively, was recognized for share-based compensation awards.

2014 Equity Incentive Plan

In May 2014, the shareholders approved the Company's 2014 Equity Incentive Plan (the “2014 EIP”). Under the 2014 EIP, all of the Company’s officers, employees, directors and/or consultants are eligible to receive awards. Awards which may be granted under the 2014 EIP include incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, unrestricted stock, performance share awards and performance compensation awards. The maximum amount of HomeStreet, Inc. common stock available for grant under the 2014 EIP is 900,000 shares, which includes shares of common stock that were still available for issuance under the 2010 Plan and the 2011 Plan.


4648


Nonqualified Stock Options

The Company grants nonqualified options to key senior management personnel. A summary of changes in nonqualified stock options granted for the sixnine months ended JuneSeptember 30, 2014, is as follows.
 
Number 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining
Contractual
Term (in yrs.)
 
Aggregate
Intrinsic Value (2)
(in thousands)
Number 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining
Contractual
Term (in yrs.)
 
Aggregate
Intrinsic Value (2)
(in thousands)
          
Options outstanding at December 31, 2013654,216
 $11.54
 8.1 $5,559
654,216
 $11.54
 8.1 $5,559
Cancelled or forfeited(9,688) 11.00
 7.6 71
(9,688) 11.00
 7.4 59
Exercised(43,504) 2.98
 6.6 734
(43,504) 2.98
 6.4 734
Options outstanding at June 30, 2014601,024
 12.16
 7.7 3,837
Options outstanding at September 30, 2014601,024
 12.16
 7.5 3,170
Options that are exercisable and expected to be exercisable (1)
597,647
 12.17
 7.7 3,813
597,664
 12.17
 7.5 3,150
Options exercisable365,171
 11.34
 7.6 2,599
382,539
 $11.64
 7.4 $2,164
 
(1)Adjusted for estimated forfeitures.
(2)Intrinsic value is the amount by which fair value of the underlying stock exceeds the exercise price.

Under this plan, 43,504 options have been exercised during the sixnine months ended JuneSeptember 30, 2014, resulting in cash received and related income tax benefits totaling $130$897 thousand. At JuneSeptember 30, 2014, there was $700$500 thousand of total unrecognized compensation costs related to stock options. Compensation costs are recognized over the requisite service period, which typically is the vesting period. Unrecognized compensation costs are expected to be recognized over the remaining weighted-average requisite service period of 0.8 years.six months.

Restricted Shares

The Company grants restricted shares to key senior management personnel and directors. A summary of the status of restricted shares follows.
 
Number 
Weighted
Average
Grant Date Fair Value
Number 
Weighted
Average
Grant Date Fair Value
      
Restricted shares outstanding at December 31, 201353,951
 $18.18
53,951
 $18.18
Granted74,645
 17.99
74,645
 17.99
Vested(5,394) 11.00
(8,559) 15.39
Restricted shares outstanding at June 30, 2014123,202
 18.38
Nonvested at June 30, 2014123,202
 18.38
Restricted shares outstanding at September 30, 2014120,037
 18.26
Nonvested at September 30, 2014120,037
 $18.26

At JuneSeptember 30, 2014, there was $1.9$1.7 million of total unrecognized compensation costs related to nonvested restricted shares. Unrecognized compensation costs are generally expected to be recognized over a weighted average period of 2.52.3 years. Restricted shares granted to non-employee directors vest one-third at each one year anniversary from the grant date.

Certain restricted stock awards granted to senior management during the second quarter of 2014 contain both service conditions and performance conditions. Performance share units ("PSUs") are stock awards where the number of shares ultimately received by the employee depends on the company’s performance against specified targets and vest over a three-year period. The fair value of each PSU is determined on the grant date, based on the company’s stock price, and assumes that performance targets will be achieved. Over the performance period, the number of shares of stock that will be issued is adjusted upward or downward based upon the probability of achievement of performance targets. The ultimate number of shares issued and the related compensation cost recognized as expense will be based on a comparison of the final performance metrics to the specified targets. Compensation cost will be recognized over the requisite three-year service period on a straight-line basis and adjusted for changes in the probability that the performance targets will be achieved.


4749


NOTE 11–BUSINESS SEGMENTS:

The Company's business segments are determined based on the products and services provided, as well as the nature of the related business activities, and they reflect the manner in which financial information is currently evaluated by management.

As a result of a change in the manner in which management evaluates strategic decisions, commencing with the second quarter of 2013, the Company realigned its business segments and organized them into two lines of business: Commercial and Consumer Banking segment and Mortgage Banking segment. In conjunction with this realignment, the Company modified its internal reporting to provide discrete financial information to management for these two business segments. The information that follows has been revised to reflect the current business segments.

A description of the Company's business segments and the products and services that they provide is as follows.

Commercial and Consumer Banking provides diversified financial products and services to our commercial and consumer customers through bank branches and through ATMs, online, mobile and telephone banking. These products and services include deposit products; residential, consumer, business and businessagricultural portfolio loans; non-deposit investment products; insurance products and cash management services. We originate construction loans, bridge loans and permanent loans for our portfolio primarily on single family residences, and on office, retail, industrial and multifamily property types. We originate multifamily real estate loans through our Fannie Mae DUS business, whereby loans are sold to or securitized by Fannie Mae, while the Company generally retains the servicing rights. This segment is also responsible for the management of the Company's portfolio of investment securities.

Mortgage Banking originates single family residential mortgage loans for sale in the secondary markets. We have become a rated originator and servicer of non-conforming jumbo loans, allowing us to sell these loans to other securitizers. We also purchase loans from WMS Series LLC through a correspondent arrangement with that company. The majority of our mortgage loans are sold to or securitized by Fannie Mae, Freddie Mac or Ginnie Mae, while we retain the right to service these loans. On occasion, we may sell a portion of our MSR portfolio. A small percentage of our loans are brokered to other lenders or sold on a servicing-released basis to correspondent lenders. We manage the loan funding and the interest rate risk associated with the secondary market loan sales and the retained single family mortgage servicing rights within this business segment.

Financial highlights by operating segment were as follows.

Three Months Ended June 30, 2014Three Months Ended September 30, 2014
(in thousands)
Mortgage
Banking
 
Commercial and
Consumer Banking
 Total
Mortgage
Banking
 
Commercial and
Consumer Banking
 Total
          
Condensed income statement:          
Net interest income (1)
$3,744
 $19,403
 $23,147
$5,145
 $20,163
 $25,308
Provision for credit losses—
 —
 —
—
 —
 —
Noninterest income47,036
 6,614
 53,650
42,153
 3,660
 45,813
Noninterest expense42,537
 20,434
 62,971
45,228
 18,930
 64,158
Income before income taxes8,243
 5,583
 13,826
2,070
 4,893
 6,963
Income tax expense2,634
 1,830
 4,464
629
 1,359
 1,988
Net income$5,609
 $3,753
 $9,362
$1,441
 $3,534
 $4,975
Average assets$584,256
 $2,478,073
 $3,062,329
$697,601
 $2,584,404
 $3,282,005



4850


Three Months Ended June 30, 2013Three Months Ended September 30, 2013
(in thousands)
Mortgage
Banking
 
Commercial and
Consumer Banking
 Total
Mortgage
Banking
 
Commercial and
Consumer Banking
 Total
          
Condensed income statement:          
Net interest income (1)
$3,625
 $13,790
 $17,415
$4,317
 $16,095
 $20,412
Provision for credit losses—
 400
 400
Provision (reversal of provision) for credit losses—
 (1,500) (1,500)
Noninterest income54,780
 2,776
 57,556
34,696
 3,478
 38,174
Noninterest expense42,807
 13,905
 56,712
43,468
 14,648
 58,116
Income before income taxes15,598
 2,261
 17,859
Income tax expense5,510
 281
 5,791
Net income$10,088
 $1,980
 $12,068
(Loss) income before income taxes(4,455) 6,425
 1,970
Income tax (benefit) expense(1,260) 1,568
 308
Net (loss) income$(3,195) $4,857
 $1,662
Average assets$581,361
 $2,018,573
 $2,599,934
$619,962
 $2,166,332
 $2,786,294

Six Months Ended June 30, 2014Nine Months Ended September 30, 2014
(in thousands)
Mortgage
Banking
 
Commercial and
Consumer Banking
 Total
Mortgage
Banking
 
Commercial and
Consumer Banking
 Total
          
Condensed income statement:          
Net interest income (1)
$6,223
 $39,636
 $45,859
$11,368
 $59,799
 $71,167
(Reversal of) provision for credit losses—
 (1,500) (1,500)
Provision (reversal of provision) for credit losses—
 (1,500) (1,500)
Noninterest income78,785
 9,572
 88,357
120,938
 13,232
 134,170
Noninterest expense79,335
 39,727
 119,062
124,563
 58,657
 183,220
Income before income taxes5,673
 10,981
 16,654
7,743
 15,874
 23,617
Income tax expense1,879
 3,112
 4,991
2,508
 4,471
 6,979
Net income$3,794
 $7,869
 $11,663
$5,235
 $11,403
 $16,638
Average assets$508,109
 $2,534,399
 $3,042,508
$571,063
 $2,552,154
 $3,123,217

Six Months Ended June 30, 2013Nine Months Ended September 30, 2013
(in thousands)
Mortgage
Banking
 
Commercial and
Consumer Banking
 Total
Mortgage
Banking
 
Commercial and
Consumer Banking
 Total
          
Condensed income statement:          
Net interest income (1)
$7,733
 $24,917
 $32,650
$12,050
 $41,012
 $53,062
Provision for credit losses—
 2,400
 2,400
—
 900
 900
Noninterest income110,387
 6,112
 116,499
145,083
 9,590
 154,673
Noninterest expense82,747
 29,764
 112,511
126,215
 44,412
 170,627
Income (loss) before income taxes35,373
 (1,135) 34,238
Income tax expense (benefit)12,046
 (816) 11,230
Net income (loss)$23,327
 $(319) $23,008
Income before income taxes30,918
 5,290
 36,208
Income tax expense10,786
 752
 11,538
Net income$20,132
 $4,538
 $24,670
Average assets$593,817
 $1,954,068
 $2,547,885
$602,443
 $2,025,785
 $2,628,228
 
(1)Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets. Interest earned includes actual interest earned on segment assets and, if the segment has excess liabilities, interest credits for providing funding to the other segment. The cost of liabilities includes interest expense on segment liabilities and, if the segment does not have enough liabilities to fund its assets, a funding charge based on the cost of excess liabilities from another segment.



4951


NOTE 12–SUBSEQUENT EVENTS:

The Company has evaluated subsequent events through the time of filing this Quarterly Report on Form 10-Q and has concluded that there are no significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the consolidated financial statements.



5052


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Form 10-Q and the documents incorporated by reference contain, in addition to historical information, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to our future plans, objectives, expectations, intentions and financial performance, and assumptions that underlie these statements. All statements other than statements of historical fact are “forward-looking statements” for the purposes of these provisions. When used in this Form 10-Q, terms such as “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of those terms or other comparable terms are intended to identify such forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause industry trends or actual results, level of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. Our actual results may differ significantly from the results discussed in such forward-looking statements, and we may take actions that differ from our current plans and expectations. All statements other than statements of historical fact are “forward-looking statements” for the purposes of these provisions, including:
any projections of revenues, estimated operating expenses or other financial items;
any statements of the plans and objectives of management for future operations or programs;
any statements regarding future operations, plans, or regulatory or shareholder approvals;
any statements concerning proposed new products or services;
any statements regarding pending or future mergers, acquisitions or other transactions; and
any statement regarding future economic conditions or performance, and any statement of assumption underlying any of the foregoing.

These and other forward looking statements are, among other things, attempts to predict the future and, as such, may not come to pass. A wide variety of events, circumstances and conditions may cause us to fall short of management's expectations as expressed herein, or to deviate from the plans and intentions we have described in this report. Some of the factors that may cause us to fall short of expectations or to deviate from our intended courses of action include:

the qualifying disclosures and other factors referenced in this Form 10-Q including, but not limited to, those listed under Item 1A “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations;”
implementation of new capital requirements under the Basel III rules and related regulations;
our ability to manage the credit risks of our lending activities, including potential increases in loan delinquencies, nonperforming assets and write offs, decreased collateral values, inadequate loan reserve amounts and the effectiveness of our hedging strategies;
our ability to grow our geographic footprint and our various lines of business, and to manage that growth effectively, including our effectiveness in managing the associated costs and in generating the expected revenues and strategic benefits;
our ability to complete our pending acquisition, including resolution of any related litigation, and effectively integrate
Simplicity with our operations;
our ability to maintain our data security, including unauthorized electronic access, physical custody and inadvertent disclosure, and including potential reputational harm and litigation risks;
our ability to implement and maintain appropriate disclosure controls and procedures and internal controls over financial reporting;
general economic conditions, either nationally or in our market area, including increases in mortgage interest rates, declines in housing refinance activities, employment trends, business contraction, consumer confidence, real estate values and other recessionary pressures;
the impact of and our ability to anticipate and respond effectively to changes in the levels of general interest rates, mortgage interest rates, deposit interest rates, our net interest margin and funding sources;
compliance with regulatory requirements, including laws and regulations such as those related to the Dodd-Frank Act and new rules being promulgated under that Act, Basel III capital requirements and related regulations, as well as

53


restrictions that may be imposed by our federal and state regulatory authorities, including the extent to which regulatory initiatives may affect our capital, liquidity and earnings;
the effect on our mortgage origination and resale operations of changes in mortgage markets generally, including the uncertain impact on the market for non-qualified mortgage loans resulting from regulations which took effect in

51


January 2014, as well as in monetary policies and economic trends and initiatives as those events affect our mortgage origination and servicing operations;
compliance with requirements of investors and/or government-owned or sponsored entities, including Fannie Mae, Freddie Mac, Ginnie Mae, the Federal Housing Administration (the “FHA”) the Department of Housing and Urban Development (“HUD”) and the Department of Veterans' Affairs (the “VA”);
costs associated with the integration of new personnel from growth through acquisitions and hiring initiatives, including increased salary costs, as well as time and attention from our management team that is needed to identify, investigate and successfully complete such acquisitions;
our ability to control costs while meeting operational needs and retaining key members of our senior management team and other key managers and business producers; and
competition.

Unless required by law, we do not intend to update any of the forward-looking statements after the date of this Form 10-Q to conform these statements to actual results or changes in our expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q.

Except as otherwise noted, references to “we,” “our,” “us” or “the Company” refer to HomeStreet, Inc. and its subsidiaries that are consolidated for financial reporting purposes.

You may review a copy of this quarterly report on Form 10-Q, including exhibits and any schedule filed therewith, and obtain copies of such materials at prescribed rates, at the Securities and Exchange Commission's Public Reference Room at, 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants, such as HomeStreet, Inc., that file electronically with the Securities and Exchange Commission. Copies of our Securities Exchange Act reports also are available from our investor relations website, http://ir.homestreet.com. Except as otherwise expressly noted in that section of our investor relations website, information contained in or linked from our websites is not incorporated into and does not constitute a part of this report.


5254


Summary Financial Data
 At or for the Quarter Ended 
At or for the Six
Months Ended
 At or for the Quarter Ended 
At or for the Nine
Months Ended
(dollars in thousands, except share data) Jun. 30,
2014		 Mar. 31,
2014		 Dec. 31,
2013		 Sept. 30,
2013		 Jun. 30,
2013		 Jun. 30,
2014		 Jun. 30,
2013		 Sept. 30,
2014		 Jun. 30,
2014		 Mar. 31,
2014		 Dec. 31,
2013		 Sept. 30,
2013		 Sept. 30,
2014		 Sept. 30,
2013
                            
Income statement data (for the period ended):                            
Net interest income $23,147
 $22,712
 $21,382
 $20,412
 $17,415
 $45,859
 $32,650
 $25,308
 $23,147
 $22,712
 $21,382
 $20,412
 $71,167
 $53,062
Provision (reversal of provision) for credit losses —
 (1,500) —
 (1,500) 400
 (1,500) 2,400
 —
 —
 (1,500) —
 (1,500) (1,500) 900
Noninterest income 53,650
 34,707
 36,072
 38,174
 57,556
 88,357
 116,499
 45,813
 53,650
 34,707
 36,072
 38,174
 134,170
 154,673
Noninterest expense 62,971
 56,091
 58,868
 58,116
 56,712
 119,062
 112,511
 64,158
 62,971
 56,091
 58,868
 58,116
 183,220
 170,627
Net income before tax expense (benefit) 13,826
 2,828
 (1,414) 1,970
 17,859
 16,654
 34,238
Net income (loss) before tax expense (benefit) 6,963
 13,826
 2,828
 (1,414) 1,970
 23,617
 36,208
Income tax expense (benefit) 4,464
 527
 (553) 308
 5,791
 4,991
 11,230
 1,988
 4,464
 527
 (553) 308
 6,979
 11,538
Net income (loss) $9,362
 $2,301
 $(861) $1,662
 $12,068
 $11,663
 $23,008
 $4,975
 $9,362
 $2,301
 $(861) $1,662
 $16,638
 $24,670
Basic earnings (loss) per common share $0.63
 $0.16
 $(0.06) $0.12
 $0.84
 $0.79
 $1.60
 $0.34
 $0.63
 $0.16
 $(0.06) $0.12
 $1.12
 $1.72
Diluted earnings (loss) per common share $0.63
 $0.15
 $(0.06) $0.11
 $0.82
 $0.78
 $1.56
 $0.33
 $0.63
 $0.15
 $(0.06) $0.11
 $1.11
 $1.67
Common shares outstanding 14,849,692
 14,846,519
 14,799,991
 14,422,354
 14,406,676
 14,849,692
 14,406,676
 14,852,971
 14,849,692
 14,846,519
 14,799,991
 14,422,354
 14,852,971
 14,422,354
Weighted average common shares:                            
Basic 14,800,853
 14,784,424
 14,523,405
 14,388,559
 14,376,580
 14,792,638
 14,368,135
 14,805,780
 14,800,853
 14,784,424
 14,523,405
 14,388,559
 14,797,019
 14,374,943
Diluted 14,954,998
 14,947,864
 14,523,405
 14,790,671
 14,785,481
 14,956,079
 14,794,805
 14,968,238
 14,954,998
 14,947,864
 14,523,405
 14,790,671
 14,957,034
 14,793,427
Shareholders’ equity per share $19.41
 $18.42
 $17.97
 $18.60
 $18.62
 $19.41
 18.62
 $19.83
 $19.41
 $18.42
 $17.97
 $18.60
 $19.83
 18.60
Financial position (at period end):                            
Cash and cash equivalents $74,991
 $47,714
 $33,908
 $37,906
 $21,645
 $74,991
 $21,645
 $34,687
 $74,991
 $47,714
 $33,908
 $37,906
 $34,687
 $37,906
Investment securities 454,966
 446,639
 498,816
 574,894
 539,480
 454,966
 539,480
 449,948
 454,966
 446,639
 498,816
 574,894
 449,948
 574,894
Loans held for sale 549,440
 588,465
 279,941
 385,110
 471,191
 549,440
 471,191
 698,111
 549,440
 588,465
 279,941
 385,110
 698,111
 385,110
Loans held for investment, net 1,812,895
 1,662,623
 1,871,813
 1,510,169
 1,416,439
 1,812,895
 1,416,439
 1,964,762
 1,812,895
 1,662,623
 1,871,813
 1,510,169
 1,964,762
 1,510,169
Mortgage servicing rights 117,991
 158,741
 162,463
 146,300
 137,385
 117,991
 137,385
 124,593
 117,991
 158,741
 162,463
 146,300
 124,593
 146,300
Other real estate owned 11,083
 12,089
 12,911
 12,266
 11,949
 11,083
 11,949
 10,478
 11,083
 12,089
 12,911
 12,266
 10,478
 12,266
Total assets 3,235,676
 3,124,812
 3,066,054
 2,854,323
 2,776,124
 3,235,676
 2,776,124
 3,474,656
 3,235,676
 3,124,812
 3,066,054
 2,854,323
 3,474,656
 2,854,323
Deposits 2,417,712
 2,371,358
 2,210,821
 2,098,076
 1,963,123
 2,417,712
 1,963,123
 2,425,458
 2,417,712
 2,371,358
 2,210,821
 2,098,076
 2,425,458
 2,098,076
Federal Home Loan Bank advances 384,090
 346,590
 446,590
 338,690
 409,490
 384,090
 409,490
 598,590
 384,090
 346,590
 446,590
 338,690
 598,590
 338,690
Repurchase agreements 14,681
 —
 —
 —
 —
 14,681
 —
 14,225
 14,681
 —
 —
 —
 14,225
 —
Shareholders’ equity 288,249
 273,510
 265,926
 268,208
 268,321
 288,249
 268,321
 294,568
 288,249
 273,510
 265,926
 268,208
 294,568
 268,208
Financial position (averages):                            
Investment securities $447,458
 $477,384
 $565,869
 $556,862
 $512,475
 $462,338
 $467,865
 $457,545
 $447,458
 $477,384
 $565,869
 $556,862
 $460,723
 $497,857
Loans held for investment 1,766,788
 1,830,330
 1,732,955
 1,475,011
 1,397,219
 1,798,384
 1,371,801
 1,917,503
 1,766,788
 1,830,330
 1,732,955
 1,475,011
 1,838,526
 1,406,582
Total interest-earning assets 2,723,687
 2,654,078
 2,624,287
 2,474,397
 2,321,195
 2,689,075
 2,283,090
 2,952,916
 2,723,687
 2,654,078
 2,624,287
 2,474,397
 2,777,988
 2,347,560
Total interest-bearing deposits 1,900,681
 1,880,358
 1,662,180
 1,488,076
 1,527,732
 1,890,576
 1,535,644
 1,861,164
 1,900,681
 1,880,358
 1,662,180
 1,488,076
 1,880,664
 1,519,615
Federal Home Loan Bank advances 350,271
 323,832
 343,366
 374,682
 307,296
 337,125
 227,639
 442,409
 350,271
 323,832
 343,366
 374,682
 372,605
 277,192
Repurchase agreements 1,129
 —
 —
 —
 10,913
 568
 5,487
 11,149
 1,129
 —
 —
 —
 4,134
 3,638
Total interest-bearing liabilities 2,313,937
 2,267,904
 2,232,456
 2,045,155
 1,917,098
 2,291,049
 1,835,302
 2,376,579
 2,313,937
 2,267,904
 2,232,456
 2,045,155
 2,319,872
 1,906,023
Shareholders’ equity 284,365
 272,596
 268,328
 271,286
 280,783
 278,513
 277,588
 295,229
 284,365
 272,596
 268,328
 271,286
 284,146
 275,463

5355


Summary Financial Data (continued)
 At or for the Quarter Ended At or for the Six
Months Ended		  At or for the Quarter Ended At or for the Nine
Months Ended		 
(dollars in thousands, except share data) Jun. 30,
2014		 Mar. 31,
2014		 Dec. 31,
2013		 Sept. 30,
2013		 Jun. 30,
2013		 Jun. 30,
2014		 Jun. 30,
2013		  Sept. 30,
2014		 Jun. 30,
2014		 Mar. 31,
2014		 Dec. 31,
2013		 Sept. 30,
2013		 Sept. 30,
2014		 Sept. 30,
2013		 
                              
Financial performance:                              
Return on average shareholders’
equity (1)
 13.17% 3.38% (1.28)% 2.45% 17.19% 8.38% 16.58%  6.74% 13.17% 3.38% (1.28)% 2.45% 7.81% 11.94% 
Return on average total assets 1.22% 0.30% (0.12)% 0.24% 1.86% 0.77% 1.81%  0.61% 1.22% 0.30% (0.12)% 0.24% 0.71% 1.25% 
Net interest margin (2)
 3.48% 3.51% 3.34 % 3.41% 3.10% 3.49% 2.96%
(3) 
 3.50% 3.48% 3.51% 3.34 % 3.41% 3.50% 3.12%
(3) 
Efficiency ratio (4)
 82.00% 97.69% 102.46 % 99.20% 75.65% 88.71% 75.44%  90.21% 82.00% 97.69% 102.46 % 99.20% 89.23% 82.14% 
Asset quality:                              
Allowance for credit losses $22,168
 $22,317
 $24,089
 $24,894
 $27,858
 $22,168
 $27,858
  $22,111
 $22,168
 $22,317
 $24,089
 $24,894
 $22,111
 $24,894
 
Allowance for loan losses/total loans 1.19%
(5) 
1.31%
(5) 
1.26 %
(5) 
1.61% 1.92% 1.19% 1.92%  1.10%
(5) 
1.19%
(5) 
1.31%
(5) 
1.26 %
(5) 
1.61% 1.10%
(5) 
1.61% 
Allowance for loan losses/nonaccrual loans 103.44% 96.95% 93.00 % 92.30% 93.11% 103.44% 93.11%  109.75% 103.44% 96.95% 93.00 % 92.30% 109.75% 92.30% 
Total nonaccrual loans (6)
 $21,197
(7) 
$22,823
(7) 
$25,707
(7) 
$26,753
 $29,701
 $21,197
 $29,701
  $19,906
(7) 
$21,197
(7) 
$22,823
(7) 
$25,707
(7) 
$26,753
 $19,906
(7) 
$26,753
 
Nonaccrual loans/total loans 1.16% 1.35% 1.36 % 1.74% 2.06% 1.16% 2.06%  1.00% 1.16% 1.35% 1.36 % 1.74% 1.00% 1.74% 
Other real estate owned $11,083
 $12,089
 $12,911
 $12,266
 $11,949
 $11,083
 $11,949
  $10,478
 $11,083
 $12,089
 $12,911
 $12,266
 $10,478
 $12,266
 
Total nonperforming assets $32,280
(7) 
$34,912
(7) 
$38,618
(7) 
$39,019
 $41,650
 $32,280
 $41,650
  $30,384
(7) 
$32,280
(7) 
$34,912
(7) 
$38,618
(7) 
$39,019
 $30,384
 $39,019
 
Nonperforming assets/total assets 1.00% 1.12% 1.26 % 1.37% 1.50% 1.00% 1.50%  0.87% 1.00% 1.12% 1.26 % 1.37% 0.87% 1.37% 
Net charge-offs $149
 $272
 $805
 $1,464
 $1,136
 $421
 $2,293
  $57
 $149
 $272
 $805
 $1,464
 $478
 $3,757
 
Regulatory capital ratios for the Bank:           
 
            
 
 
Tier 1 leverage capital (to average assets) 10.17% 9.94% 9.96 % 10.85% 11.89% 10.17% 11.89%  9.63% 10.17% 9.94% 9.96 % 10.85% 9.63% 10.85% 
Tier 1 risk-based capital (to risk-weighted assets) 13.84% 13.99% 14.12 % 17.19% 17.89% 13.84% 17.89%  13.03% 13.84% 13.99% 14.12 % 17.19% 13.03% 17.19% 
Total risk-based capital (to risk-weighted assets) 14.84% 15.04% 15.28 % 18.44% 19.15% 14.84% 19.15%  13.96% 14.84% 15.04% 15.28 % 18.44% 13.96% 18.44% 
Other data:           

 

            

 

 
Full-time equivalent employees (ending) 1,546
 1,491
 1,502
 1,426
 1,309
 1,546
 1,309
  1,598
 1,546
 1,491
 1,502
 1,426
 1,598
 1,426
 

(1)Net earnings available to common shareholders divided by average shareholders’ equity.
(2)Net interest income divided by total average interest-earning assets on a tax equivalent basis.
(3)
Net interest margin for the first quarter of 2013 included $1.4 million in interest expense related to the correction of the cumulative effect of an error in prior years, resulting from the under accrual of interest due on the Trust Preferred Securities ("TruPS") for which the Company had deferred the payment of interest. Excluding the impact of the prior period interest expense correction, the net interest margin was 3.08%3.21% for the sixnine months ended JuneSeptember 30, 2013.
(4)Noninterest expense divided by total revenue (net interest income and noninterest income).
(5)
Includes loans acquired loans.with bank acquisitions. Excluding acquired loans, allowance for loan losses/total loans iswas 1.18%, 1.31%, 1.46% and 1.40% at September 30, 2014, June 30, 2014, March 31, 2014 and December 31, 2013, respectively.
(6)Generally, loans are placed on nonaccrual status when they are 90 or more days past due.
(7)
Includes $6.3 million, $6.5 million, $6.6 million and $6.5 million of nonperforming loans at September 30, 2014, June 30, 2014, March 31, 2014 and December 31, 2013, respectively, that are guaranteed by the Small Business Administration ("SBA").


5456



 At or for the Quarter Ended At or for the Six
Months Ended		 At or for the Quarter Ended At or for the Nine
Months Ended
(in thousands) Jun. 30,
2014		 Mar. 31,
2014		 Dec. 31,
2013		 Sept. 30,
2013		 Jun. 30,
2013		 Jun. 30,
2014		 Jun. 30,
2013		 Sept. 30,
2014		 Jun. 30,
2014		 Mar. 31,
2014		 Dec. 31,
2013		 Sept. 30,
2013		 Sept. 30,
2014		 Sept. 30,
2013
                            
SUPPLEMENTAL DATA:                            
Loans serviced for others                            
Single family $9,895,074
 $12,198,479
 $11,795,621
 $11,286,244
 $10,404,613
 $9,895,074
 $10,404,613
 $10,593,265
 $9,895,074
 $12,198,479
 $11,795,621
 $11,286,244
 $10,593,265
 $11,286,244
Multifamily 704,997
 721,464
 720,429
 722,767
 720,368
 704,997
 720,368
 703,197
 704,997
 721,464
 720,429
 722,767
 703,197
 722,767
Other 97,996
 99,340
 95,673
 50,629
 51,058
 97,996
 51,058
 86,589
 97,996
 99,340
 95,673
 50,629
 86,589
 50,629
Total loans serviced for others $10,698,067
 $13,019,283
 $12,611,723
 $12,059,640
 $11,176,039
 $10,698,067
 $11,176,039
 $11,383,051
 $10,698,067
 $13,019,283
 $12,611,723
 $12,059,640
 $11,383,051
 $12,059,640
                            
Loan production volumes:                            
Single family mortgage closed loans (1) (2)
 $1,100,704
 $674,283
 $773,146
 $1,187,061
 $1,307,286
 $1,774,987
 $2,499,442
 $1,294,895
 $1,100,704
 $674,283
 $773,146
 $1,187,061
 $3,069,882
 $3,686,503
Single family mortgage interest rate lock commitments(2)
 1,201,665
 803,308
 662,015
 786,147
 1,423,290
 2,004,973
 2,459,112
 1,167,677
 1,201,665
 803,308
 662,015
 786,147
 3,172,650
 3,245,259
Single family mortgage loans sold(2)
 906,342
 619,913
 816,555
 1,326,888
 1,229,686
 1,526,255
 2,590,030
 1,179,464
 906,342
 619,913
 816,555
 1,326,888
 2,705,719
 3,916,918
Multifamily mortgage originations 23,105
 11,343
 16,325
 10,734
 14,790
 34,448
 63,909
 60,699
 23,105
 11,343
 16,325
 10,734
 95,147
 74,643
Multifamily mortgage loans sold 15,902
 6,263
 15,775
 21,998
 15,386
 22,165
 65,973
 20,409
 15,902
 6,263
 15,775
 21,998
 42,574
 87,971

(1)Represents single family mortgage production volume designated for sale to the secondary market during each respective period.
(2)Includes loans originated by WMS Series LLC and purchased by HomeStreet Bank.


5557


This report contains forward-looking statements. For a discussion about such statements, including the risks and uncertainties inherent therein, see “Forward-Looking Statements.” Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes presented elsewhere in this report and in HomeStreet, Inc.'s 2013 Annual Report on Form 10-K.


Management’s Overview of SecondThird Quarter 2014 Financial Performance

We are a diversified financial services company founded in 1921 and headquartered in Seattle, Washington, serving customers primarily in the Pacific Northwest, California and Hawaii. HomeStreet, Inc. is principally engaged in real estate lending, including mortgage banking activities, and commercial and consumer banking. Our primary subsidiaries are HomeStreet Bank and HomeStreet Capital Corporation. The Bank is a Washington state-chartered savings bank that provides mortgage and commercial loans, deposit products and services, non-deposit investment products, private banking and cash management services. Our primary loan products include single family residential mortgages, loans secured by commercial real estate, construction loans for residential and commercial real estate projects, and commercial business loans and agricultural loans. HomeStreet Capital Corporation, a Washington corporation, originates, sells and services multifamily mortgage loans under the Fannie Mae Delegated Underwriting and Servicing Program (“DUS"®)1 in conjunction with HomeStreet Bank. Doing business as HomeStreet Insurance Agency, we provide insurance products and services for consumers and businesses. We also offer single family home loans through our partial ownership in an affiliated business arrangement with WMS Series LLC, whose business isbusinesses are known as Windermere Mortgage Services.Services and Penrith Home Loans.

We generate revenue by earning “net interest income” and “noninterest income.” Net interest income is primarily the difference between interest income earned on loans and investment securities less the interest we pay on deposits and other borrowings. We earn noninterest income from the origination, sale and servicing of loans and from fees earned on deposit services and investment and insurance sales.

At JuneSeptember 30, 2014, we had total assets of $3.24$3.47 billion, net loans held for investment of $1.81$1.96 billion, deposits of $2.42$2.43 billion and shareholders’ equity of $288.2$294.6 million.

Results for the secondthird quarter of 2014 reflect the continued growth of our mortgage banking business and investments to expand our commercial and consumer business. Since JuneSeptember 2013, we have increased our lending capacity by adding loan origination and operations personnel in all of our lending lines of business. We added 2119 home loan centers, one commercial lending center, one residential construction center and eight10 retail deposit branches, twofour de novo and six from acquisitions, to bring our total home loan centers to 50,55, our total commercial centers to five and our total retail deposit branches to 33.
On September 29, 2014, HomeStreet announced plans to merge with Simplicity Bancorp, Inc., a Maryland corporation and savings and loan holding company headquartered in Covina, California. HomeStreet will be the surviving company in the merger. Immediately following the merger, Simplicity Bank, a federally chartered savings bank institution, will merge with HomeStreet Bank with HomeStreet Bank continuing as the resulting bank’s name and brand. The transaction, structured as a stock-for-stock merger, is expected to have a total value of approximately $128.0 million as of the announcement date. On a pro forma basis, the combined company will have approximately $4.32 billion in assets, total deposits of approximately $3.09 billion and loans held for investment of approximately $2.69 billion as of 31September 30, 2014. At the time of the anticipated closing, the combined company is expected to have a network of more than 100 retail deposit branches and stand-alone lending centers in six states. Upon completion of the merger, the resulting bank will operate under the HomeStreet Bank name and brand. The transaction is expected to be completed in the first quarter of 2015, after obtaining certain approvals of the shareholders of each company and the necessary regulatory approvals.

On January 1, 2015, the Company and the Bank will become subject to new capital standards commonly referred to as “Basel III” which raise our minimum capital requirements. For more on the Basel III requirements as they apply to us, please see “Capital“Capital Management – New Capital Regulations" within the Liquidity and Capital Resources section of this Form 10-Q. In preparation for the higher capital targets under these new regulatory requirements and to better diversify our balance sheet and improve our risk profile, we sold single family mortgage loans that previously were held for investment and sold single family mortgage servicing rights during the first half of the year.

During the quarter, we sold $210.7 million of loans that had been transferred in March from the held for investment portfolio into loans held for sale and recognized $3.9 million in pre-tax gain on single family mortgage origination and sale activities from the sales.

On June 30, 2014, the Company sold the rights to service $2.96 billion of single family mortgage loans serviced for Fannie Mae, representing 24.3% of HomeStreet’s total single family mortgage loans serviced for others portfolio as of March 31, 2014. The sale resulted in an increase of $4.7 million in pre-tax mortgage servicing income during the quarter, net of transaction costs. The Company expects to transfer the servicing of these loans to the purchaser by October 1, 2014, and is subservicing these loans on behalf of the purchaser until the transfer date; however, these loans are excluded from the Company's MSR portfolio at June 30, 2014.

In addition, in order to provide flexibility in the event that we decide to issue securities in support of an acquisition or to provide capital for growth in the future, on April 29, 2014, the Company filed a shelf registration statement on Form S-3 providing for the potential issuance of up to $125 million of equity or debt securities. We have no current plan to issue securities under this shelf registration statement.


1 DUS® is a registered trademark of Fannie Mae
56



We continued to execute our strategy of diversifying earnings by expanding the commercial and consumer banking business; growing our mortgage banking market share in existing and new markets; growing and improving the quality of our deposits; and bolstering our processing, compliance and risk management capabilities. Despite substantial growth in home loan centers and mortgage production personnel, our production volume has been less than expected due in part to macroeconomic forces and

1 DUS® is a registered trademark of Fannie Mae
58



sluggishness in our markets. In recent periods we have experienced very low levels of homes available for sale in many of the markets in which we operate. The lack of housing inventory has had a downward impact on the volume of mortgage loans that we originate.  Further, it has resulted in elevated costs, as a significant amount of loan processing and underwriting that we perform are to qualifying borrowers for mortgage loan transactions that never materialize. The lack of inventory of homes for sale may continue to have an adverse impact on mortgage loan volumes into the foreseeable future.

Consolidated Financial Performance

 At or for the Three Months
Ended June 30,		 Percent Change At or for the Six Months
Ended June 30,		 Percent Change At or for the Three Months
Ended September 30,		 Percent Change At or for the Nine Months
Ended September 30,		 Percent Change
(in thousands, except per share data and ratios) 2014 2013 2014 vs. 2013 2014 2013 2014 vs. 2013 2014 2013 2014 vs. 2013 2014 2013 2014 vs. 2013
                        
Selected statement of operations data                        
Total net revenue $76,797
 $74,971
 2 % $134,216
 $149,149
 (10)% $71,121
 $58,586
 21 % $205,337
 $207,735
 (1)%
Total noninterest expense 62,971
 56,712
 11
 119,062
 112,511
 6
 64,158
 58,116
 10
 183,220
 170,627
 7
Provision for credit losses —
 400
 (100) (1,500) 2,400
 (163)
Provision (reversal of provision) for credit losses —
 (1,500) (100) (1,500) 900
 NM
Income tax expense 4,464
 5,791
 (23) 4,991
 11,230
 (56) 1,988
 308
 545
 6,979
 11,538
 (40)
Net income $9,362
 $12,068
 (22)% $11,663
 $23,008
 (49)% $4,975
 $1,662
 199 % $16,638
 $24,670
 (33)%
                        
Financial performance                        
Diluted earnings per common share $0.63
 $0.82
 

 $0.78
 $1.56
 

 $0.33
 $0.11
 

 $1.11
 $1.67
 

Return on average common shareholders’ equity 13.17% 17.19% 

 8.38% 16.58%   6.74% 2.45% 

 7.81% 11.94%  
Return on average assets 1.22% 1.86% 

 0.77% 1.81%   0.61% 0.24% 

 0.71% 1.25%  
Net interest margin 3.48% 3.10% 

 3.49% 2.96%
(1) 
  3.50% 3.41% 

 3.50% 3.12%
(1) 
 
                        
Capital ratios (Bank only)                        
Tier 1 leverage capital (to average assets) 10.17% 11.89%   10.17% 11.89%   9.63% 10.85%   9.63% 10.85%  
Tier 1 risk-based capital (to risk-weighted assets) 13.84% 17.89%   13.84% 17.89%   13.03% 17.19%   13.03% 17.19%  
Total risk-based capital (to risk-weighted assets) 14.84% 19.15%   14.84% 19.15%   13.95% 18.44%   13.95% 18.44%  
(1)Net interest margin for the first quarter of 2013 included $1.4 million in interest expense related to the correction of the cumulative effect of an error in prior years, resulting from the under accrual of interest due on the TruPS for which the Company had deferred the payment of interest. Excluding the impact of the prior period interest expense correction, the net interest margin was 3.08%3.21% for the sixnine months ended JuneSeptember 30, 2013.

For the secondthird quarter of 2014, net income was $9.45.0 million, or $0.63$0.33 per diluted share, compared to $12.11.7 million, or $0.82$0.11 per diluted share for the secondthird quarter of 2013. Return on equity was 13.17%6.74% for the secondthird quarter of 2014 (on an annualized basis), compared to 17.19%2.45% for the same period last year, while return on average assets was 1.22%0.61% for the secondthird quarter of 2014 (on an annualized basis), compared to 1.86%0.24% for the same period last year.

Commercial and Consumer Banking Segment Results

Commercial and Consumer Banking segment net income was $3.8$3.5 million in the secondthird quarter of 2014, compared to $2.0$4.9 million in the secondthird quarter of 2013. Results for the second quarter of 2014 included a $3.9 million pre-tax net gain on mortgage loan origination and sale activities related to the sale of mortgage loans previously transferred out of the held for investment portfolio.


57


Commercial and Consumer Banking segment net interest income was $19.4$20.2 million for the secondthird quarter of 2014, an increase of $5.64.1 million, or 40.7%25.3%, from $13.8$16.1 million for the secondthird quarter of 2013, primarily due to highergrowth in average balances and yields onof loans held for investment, primarily resultingboth from originations and from our acquisitions in the fourth quarter of 2013.

Due to a significant decrease in classified loan balancesIn recognition of the Company's improving credit trends and lower charge-offs, the Company recorded no provision in the secondthird quarter of 2014 compared to a provisionrelease of $400 thousand$1.5 million of reserves in the secondthird quarter of 2013. Net charge-offs were $149$57 thousand

59


in the secondthird quarter of 2014, a decrease of $987 thousand,$1.4 million, or 86.9%96.1%, from $1.1$1.5 million in the secondthird quarter of 2013. Overall, the allowance for loan losses (which excludes the allowance for unfunded commitments) was 1.19%1.10% of loans held for investment at JuneSeptember 30, 2014 compared to 1.92%1.61% at JuneSeptember 30, 2013, which primarily reflected the improved credit quality of the Company's loan portfolio. Excluding acquired loans, the allowance for loan losses was 1.18% of loans held for investment at September 30, 2014. Nonperforming assets of $32.3$30.4 million, or 1.00%0.87% of total assets at JuneSeptember 30, 2014, were down significantly from JuneSeptember 30, 2013 when nonperforming assets were $41.7$39.0 million, or 1.50%1.37% of total assets.

Commercial and Consumer Banking segment noninterest expense of $20.4$18.9 million increased $6.5$4.3 million, or 47.0%29.2%, from $13.9$14.6 million in the secondthird quarter of 2013, primarily relateddue to increased costs from fourth quarter 2013 acquisitions and the continued organic growth of our commercial real estate and commercial business lending units and the expansion of our branch banking network. We added eight10 retail deposit branches, twofour de novo and six from acquisitions, and increased the segment's headcount by 25.8%20% during the twelve-month period.

Mortgage Banking Segment Results

Mortgage Banking segment net income was $5.6$1.4 million in the secondthird quarter of 2014, compared to $10.1a net loss of $3.2 million in the secondthird quarter of 2013. The decreaseincrease in net income wasis primarily the result of lower mortgagedue to higher noninterest income resulting from higher interest rate lock commitment volumes and lower gain on sale margins.volumes.

Mortgage Banking noninterest income of $47.0$42.2 million decreased $7.7increased $7.5 million, or 14%21.5%, from $54.8$34.7 million in the secondthird quarter of 2013, primarily due to a 15.6% decrease48.5% increase in mortgage interest rate lock commitment volumes, andpartially offset by lower secondary market margins. CommitmentIncreased commitment volumes declined mainly due to the risereflect, in mortgagepart, sharp increases in market interest rates beginninglate in the second quarter of 2013 causing a significant decrease in refinancingwhich negatively impacted third quarter 2013 origination activity. Additionally, we have expanded our mortgage production offices and increased our mortgage production personnel by 26.8% at September 30, 2014 compared to September 30, 2013. At the same time, secondary market profit margins have declined, as the mortgage market became substantially more competitive as lenders tried to secure a reliable flow of production through competitive pricing. Included in noninterest income for the second quarter of 2014 is $4.7 million of pre-tax mortgage servicing income resulting from the sale of single family MSRs.

Mortgage Banking noninterest expense of $42.5$45.2 million decreased $270 thousand,increased $1.8 million, or 0.6%4.0%, from $42.8$43.5 million in the secondthird quarter of 2013, primarily due to lowerhigher commission and incentive expense as closed loan volumes declined by 15.8%. The decrease in commission and incentive expense was mostly offset by higher expenses related to increased salary and related costs and general and administrative expenses resulting from a 9.1% increase in closed loan volumes and overall growth in personnel and our expansion into new markets. We added 2119 home loan centers and increased the segment's headcount by 13.7%7.7% during the twelve-month period.

Regulatory Matters

The Bank remains well-capitalized, with Tier 1 leverage and total risk-based capital ratios at JuneSeptember 30, 2014 of 10.17%9.63% and 14.84%13.96%, respectively, compared with 11.89%10.85% and 19.15%18.44% at JuneSeptember 30, 2013. The decline in the Bank's capital ratios from JuneSeptember 30, 2013 was primarily attributable to the fourth quarter 2013 cash acquisitions of Fortune Bank, Yakima National Bank and two branches from AmericanWest Bank, which resulted in $14.7$14.4 million of net intangible assets at JuneSeptember 30, 2014 which are not included as capital for regulatory purposes and resulted in an increase in average and risk-weighted assets, as well as overall growth in total risk-weighted assets.

On January 1, 2015, the Company and the Bank will become subject to new capital standards commonly referred to as “Basel III” which raise our minimum capital requirements. For more on the Basel III requirements as they apply to us, please see “Capital Management – New Capital Regulations" within the Liquidity and Capital Resources section of this Form 10-Q. In preparation for the higher capital targets under these new regulatory requirements and to better diversify our balance sheet and improve our risk profile, we sold single family mortgage loans that previously were held for investment and sold single family mortgage servicing rights during the first half of the year.


5860


Critical Accounting Policies and Estimates

Our significant accounting policies are fundamental to understanding our results of operations and financial condition because they require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. Three of these policies are critical because they require management to make subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. These policies govern:
Allowance for Loan Losses
Fair Value of Financial Instruments, Single Family mortgage servicing rights ("MSRs") and other real estate owned ("OREO")
Income Taxes

These policies and estimates are described in further detail in Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1, Summary of Significant Accounting Policies within our 2013 Annual Report on Form 10-K.


5961


Results of Operations
 
Average Balances and Rates

Average balances, together with the total dollar amounts of interest income and expense, on a tax equivalent basis related to such balances and the weighted average rates, were as follows.

Three Months Ended June 30,Three Months Ended September 30,
2014 20132014 2013
(in thousands)
Average
Balance
 Interest 
Average
Yield/Cost
 
Average
Balance
 Interest 
Average
Yield/Cost
Average
Balance
 Interest 
Average
Yield/Cost
 
Average
Balance
 Interest 
Average
Yield/Cost
                      
Assets:                      
Interest-earning assets: (1)
                      
Cash and cash equivalents$31,545
 $14
 0.18% $21,929
 $13
 0.24%$27,631
 $13
 0.19% $37,671
 $17
 0.24%
Investment securities447,458
 3,264
 2.93% 512,475
 3,561
 2.78%457,545
 3,141
 2.72% 556,862
 4,452
 3.20%
Loans held for sale477,896
 4,649
 3.90% 389,572
 3,469
 3.56%550,237
 5,393
 3.89% 404,853
 4,004
 3.96%
Loans held for investment1,766,788
 18,792
 4.27% 1,397,219
 14,005
 4.01%1,917,503
 20,402
 4.22% 1,475,011
 15,453
 4.18%
Total interest-earning assets2,723,687
 26,719
 3.93% 2,321,195
 21,048
 3.63%2,952,916
 28,949
 3.89% 2,474,397
 23,926
 3.88%
Noninterest-earning assets (2)
338,642
     278,739
    329,089
     311,897
    
Total assets$3,062,329
     $2,599,934
    $3,282,005
     $2,786,294
    
Liabilities and shareholders’ equity:                      
Deposits:                      
Interest-bearing demand accounts$276,887
 191
 0.28% $238,328
 233
 0.39%$281,820
 301
 0.42% $254,277
 265
 0.41%
Savings accounts166,127
 218
 0.53% 112,937
 114
 0.40%174,849
 238
 0.54% 123,444
 140
 0.45%
Money market accounts979,610
 1,081
 0.44% 783,135
 973
 0.50%1,001,709
 1,125
 0.45% 848,300
 1,060
 0.50%
Certificate accounts478,057
 868
 0.73% 393,332
 1,047
 1.07%402,786
 700
 0.69% 383,221
 762
 0.79%
Total interest-bearing deposits1,900,681
 2,358
 0.50% 1,527,732
 2,367
 0.62%1,861,164
 2,364
 0.50% 1,609,242
 2,227
 0.57%
Federal Home Loan Bank advances350,271
 444
 0.36% 307,296
 387
 0.50%442,409
 509
 0.46% 374,682
 434
 0.46%
Securities sold under agreements to repurchase1,129
 1
 0.36% 10,913
 11
 0.40%11,149
 6
 0.21% —
 —
 —%
Long-term debt61,856
 266
 1.72% 61,857
 283
 1.81%61,857
 271
 1.74% 61,231
 274
 1.75%
Other borrowings—
 —
 —% 9,300
 5
 0.22%—
 20
 —% —
 —
 —%
Total interest-bearing liabilities2,313,937
 3,069
 0.53% 1,917,098
 3,053
 0.64%2,376,579
 3,170
 0.53% 2,045,155
 2,935
 0.57%
Noninterest-bearing liabilities464,027
     402,053
    610,197
     469,853
    
Total liabilities2,777,964
     2,319,151
    2,986,776
     2,515,008
    
Shareholders’ equity284,365
     280,783
    295,229
     271,286
    
Total liabilities and shareholders’ equity$3,062,329
     $2,599,934
    $3,282,005
     $2,786,294
    
Net interest income (3)
  $23,650
     $17,995
    $25,779
     $20,991
  
Net interest spread    3.40%     2.99%    3.36%     3.31%
Impact of noninterest-bearing sources    0.08%     0.11%    0.14%     0.10%
Net interest margin    3.48%     3.10%    3.50%     3.41%
 
(1)The average balances of nonaccrual assets and related income, if any, are included in their respective categories.
(2)Includes former loan balances that have been foreclosed and are now reclassified to OREO.
(3)
Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain loans and securities of $503471 thousand and $580579 thousand for the three months ended JuneSeptember 30, 2014 and JuneSeptember 30, 2013, respectively. The estimated federal statutory tax rate was 35% for the periods presented.

6062


Six Months Ended June 30, Nine Months Ended September 30, 
2014 2013 2014 2013 
(in thousands)
Average
Balance
 Interest 
Average
Yield/Cost
 
Average
Balance
 Interest 
Average
Yield/Cost
 
Average
Balance
 Interest 
Average
Yield/Cost
 
Average
Balance
 Interest 
Average
Yield/Cost
 
                        
Assets:                        
Interest-earning assets: (1)
                        
Cash and cash equivalents$32,400
 $32
 0.20% $22,312
 $30
 0.26% $30,793
 $45
 0.19% $27,488
 $46
 0.26% 
Investment securities462,338
 6,864
 2.99% 467,865
 6,723
 2.87% 460,723
 10,005
 2.90% 497,857
 11,175
 2.99% 
Loans held for sale395,953
 7,470
 3.77% 421,112
 7,214
 3.43% 447,946
 12,863
 3.84% 415,633
 11,218
 3.60% 
Loans held for investment1,798,384
 38,687
 4.30% 1,371,801
 28,341
 4.14% 1,838,526
 59,089
 4.30% 1,406,582
 43,795
 4.13% 
Total interest-earning assets2,689,075
 53,053
 3.98% 2,283,090
 42,308
 3.71% 2,777,988
 82,002
 3.95% 2,347,560
 66,234
 3.75% 
Noninterest-earning assets (2)
353,433
     264,795
     345,229
     280,668
     
Total assets$3,042,508
     $2,547,885
     $3,123,217
     $2,628,228
     
Liabilities and shareholders’ equity:                        
Deposits:                        
Interest-bearing demand accounts$261,401
 356
 0.27% $210,032
 391
 0.38% $268,282
 657
 0.33% $224,942
 656
 0.39% 
Savings accounts162,854
 419
 0.52% 109,234
 218
 0.40% 166,896
 657
 0.53% 114,023
 358
 0.42% 
Money market accounts952,770
 2,101
 0.44% 739,652
 1,830
 0.50% 969,262
 3,224
 0.44% 776,267
 2,890
 0.50% 
Certificate accounts513,551
 1,842
 0.72% 476,726
 3,417
 1.45% 476,224
 2,542
 0.71% 448,315
 4,189
 1.25% 
Total interest-bearing deposits1,890,576
 4,718
 0.50% 1,535,644
 5,856
 0.77% 1,880,664
 7,080
 0.50% 1,563,547
 8,093
 0.69% 
Federal Home Loan Bank advances337,125
 867
 0.52% 227,639
 680
 0.60% 372,605
 1,366
 0.49% 277,192
 1,113
 0.53% 
Securities sold under agreements to repurchase568
 1
 0.36% 5,487
 11
 0.40% 4,134
 7
 0.23% 3,638
 11
 0.40% 
Long-term debt62,780
 581
 1.87% 61,857
 1,999
 6.43%
(3) 
62,469
 851
 1.82% 61,646
 2,274
(3) 
4.86%
(3) 
Other borrowings—
 —
 —% 4,675
 10
 0.42% —
 32
 —% —
 —
 —% 
Total interest-bearing liabilities2,291,049
 6,167
 0.54% 1,835,302
 8,556
 0.94% 2,319,872
 9,336
 0.54% 1,906,023
 11,491
 0.79% 
Noninterest-bearing liabilities472,946
     434,995
     519,199
     446,742
     
Total liabilities2,763,995
     2,270,297
     2,839,071
     2,352,765
     
Shareholders’ equity278,513
     277,588
     284,146
     275,463
     
Total liabilities and shareholders’ equity$3,042,508
     $2,547,885
     $3,123,217
     $2,628,228
     
Net interest income (4)
  $46,886
     $33,752
     $72,666
     $54,743
   
Net interest spread    3.44%     2.77%     3.41%     2.96% 
Impact of noninterest-bearing sources    0.05%     0.19%     0.09%     0.16% 
Net interest margin    3.49%     2.96%
(3) 
    3.50%     3.12%
(3) 
 
(1)The average balances of nonaccrual assets and related income, if any, are included in their respective categories.
(2)Includes former loan balances that have been foreclosed and are now reclassified to OREO.
(3)
Interest expense for the first quarter of 2013 included $1.4 million related to the correction of the cumulative effect of an immaterial error in prior years, resulting from the under accrual of interest due on the TruPS for which the Company had deferred the payment of interest. Excluding the impact of the prior period interest expense correction, the net interest margin was 3.08%3.21% for the sixnine months ended JuneSeptember 30, 2013.2013.
(4)
Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain loans and securities of $1.0$1.5 million and $1.1$1.7 million for the sixnine months ended JuneSeptember 30, 2014 and JuneSeptember 30, 2013, respectively. The estimated federal statutory tax rate was 35% for the periods presented.


63


Interest on Nonaccrual Loans

We do not include interest collected on nonaccrual loans in interest income. When we place a loan on nonaccrual status, we reverse the accrued unpaid interest receivable against interest income and amortization of any net deferred fees is suspended. Additionally, if interest is received on nonaccrual loans, the interest collected on the loan is recognized as an adjustment to the

61


cost basis of the loan. The net decrease to interest income due to adjustments made for nonaccrual loans, including the effect of additional interest income that would have been recorded during the period if the loans had been accruing, was $157$713 thousand and $174 thousand1.2 million for the three months ended JuneSeptember 30, 2014 and 2013, respectively, and $257 thousand$2.2 million and $325 thousand$3.6 million for the sixnine months ended JuneSeptember 30, 2014 and 2013, respectively.

Net Income

Net income was $9.4$5.0 million for the three months ended JuneSeptember 30, 2014, a decreasean increase of $2.7$3.3 million or 22.4%, from net income of $12.1$1.7 million for the three months ended JuneSeptember 30, 2013., primarily due to higher average balances of interest-earning assets and higher net gain on mortgage loan origination and sale activities. For the first sixnine months of 2014, net income was $11.7$16.6 million, a decrease of $11.3$8.0 million, or 49.3%32.6%, from $23.0$24.7 million for the first sixnine months of 2013. The decline in net income from the first nine months of 2013 mainly resulted from a decrease in noninterest income, compared to the same periods in 2013, primarily due to a significantly lower gain on mortgage loan origination and sale activities driven by lower single family interest rate lock commitments.

For the three months ended June 30, 2014, noninterest income decreased $3.9 million, or 6.8%, compared to the same period in 2013. Noninterest expense increased $6.3 million, or 11.0%, compared to the same period last year due to increased salary, occupancy, information technology and similar costs we incurred as we continue to expand our mortgage banking and commercial and consumer businesses. The decreases to net income was partially offset by a $5.7 million, or 32.9%, increase in net interest income in the three months ended June 30, 2014 mainly due to higher yields on higher average balances of loans held for investment. Included in netnoninterest income for the second quarterfirst nine months of 2014 were a $4.7$4.7 million pre-tax net increase in mortgage servicing income resulting from the sale of MSRs and a $3.9$4.6 million pre-tax gain on single family mortgage origination and sale activities from the sale of loans that were originally held for investment. No similar transactions occurred in the first nine months of 2013.

Net Interest Income

Our profitability depends significantly on net interest income, which is the difference between income earned on our interest-earning assets, primarily loans and investment securities, and interest paid on interest-bearing liabilities. Our interest-bearing liabilities consist primarily of deposits and borrowed funds, including our outstanding trust preferred securities and advances from the Federal Home Loan Bank ("FHLB").

Net interest income on a tax equivalent basis was $23.7$25.8 million for the secondthird quarter of 2014, an increase of $5.7$4.8 million, or 31.4%22.8%, from $18.0$21.0 million for the secondthird quarter of 2013. For the first sixnine months of 2014, net interest income was $46.9$72.7 million, an increase of $13.1$17.9 million, or 38.9%32.7%, from $33.8$54.7 million for the first sixnine months of 2013. During the second quarter of 2014, total interest income increased $5.7 million from the second quarter of 2013, while total interest expense was relatively unchanged from the second quarter of 2013. The net interest margin for the secondthird quarter of 2014 improved to 3.48%3.50% from 3.10%3.41% in the secondthird quarter of 2013, and improved to 3.49%3.50% for the sixnine months ended JuneSeptember 30, 2014 from 2.96%3.12% for the same period last year. Included inThe net interest incomemargin increase from the third quarter of 2013 resulted from higher yields on higher average balances of loans held for the six months ended June 30, 2014 is $618 thousand in interest collected on three nonaccrual loans that were paid off during the period.investment. Included in interest expense for the sixnine months ended JuneSeptember 30, 2013 was expense of $1.4 million related to the correction of the cumulative effect of an immaterial error in prior years, resulting from the under accrual of interest due on the TruPS for which the Company had deferred the payment of interest. Excluding the impact of the prior period interest expense correction, the net interest margin was 3.08%. The net interest margin increase fromfor the nine months ended second quarter ofSeptember 30, 2013 resulted from a 30 basis point increase in yields on average interest-earning assets, mostly due to higher yields on higher average balances of portfolio loans, as well as an 11 basis point decline in the cost of funds.was 3.21%.

Total average interest-earning assets increased from the three and sixnine months ended JuneSeptember 30, 2013,, primarily as a result of growth in average loans held for investment, both from originations and from fourth quarter 2013 acquisitions. Total average interest-bearing deposit balances increased from the prior periods primarily due to acquisition-related and organic growth in transaction and savings deposits.

Total interest income on a tax equivalent basis of $26.7$28.9 million in the secondthird quarter of 2014 increased $5.7$5.0 million, or 26.9%21.0%, from $21.0$23.9 million in the secondthird quarter of 2013,, primarily driven by higher yields on higher average balances of loans.loans held for investment. Average balances of total loans held for investment increased $457.9$442.5 million, or 25.6%30.0%, from the secondthird quarter of 2013.2013. For the first sixnine months of 2014, interest income was $53.1$82.0 million, an increase of $10.7$15.8 million, or 25.4%23.8%, from $42.3$66.2 million in the same period last year resulting from higher yields on higher average balances of loans held for investment.

Total interest expense of $3.1$3.2 million was relatively unchanged compared to interest expense in the secondthird quarter of 2013.2014 increased $235 thousand, or 8.0%, from $2.9 million in the third quarter of 2013. Higher average balances of interest-bearing deposits in the secondthird quarter of 2014 were primarily offset by a 127 basis point reduction in the cost of interest-bearing deposits. For the first sixnine months of 2014, interest expense was $6.2$9.3 million, a decrease of $2.4$2.2 million, or 27.9%18.8%, from $8.6$11.5 million in the sixnine months ended JuneSeptember 30, 2013,, reflecting a lower19 basis point decrease in the cost of funds on interest-bearing deposits. Included in interest expense for the sixnine months ended JuneSeptember 30, 2013 was expense of $1.4 million recorded in

62


the first quarter of 2013 related to the correction of the cumulative effect of an immaterial error in prior years, resulting from the under accrual of interest due on the TruPS for which the Company had deferred the payment of interest.

64



Provision for Credit Losses

Due to a significant decrease in classified loan balancesIn recognition of our improving credit trends and lower charge-offs, we recorded no provision in the second quarter of 2014, which followed a release of $1.5 million of reserves in the firstthird quarter of 2014, compared to a reversal of provision of $400 thousand$1.5 million in the secondthird quarter of 2013 and $2.4. For the nine months ended September 30, 2014, we recorded a reversal of provision of $1.5 million, compared to a provision of $900 thousand during the six months ended June 30, 2013.same period in the prior year. Nonaccrual loans declined to $21.2$19.9 million at JuneSeptember 30, 2014, a decrease of $4.5$5.8 million, or 17.5%22.6%, from $25.7 million at December 31, 2013. Nonaccrual loans as a percentage of total loans was 1.16%1.00% at JuneSeptember 30, 2014 compared to 1.36% at December 31, 2013.

Net charge-offs of $14957 thousand in the secondthird quarter of 2014 were down $987 thousand1.4 million from net charge-offs of $1.11.5 million in the secondthird quarter of 2013. For the first sixnine months of 2014, net charge-offs were $421$478 thousand compared to $2.3$3.8 million in the same period last year. The decrease in net charge-offs in the three and sixnine months ended JuneSeptember 30, 2014 compared to the same periods of 2013 was primarily due to lower charge-offs on single family and home equitycommercial real estate loans. For a more detailed discussion on our allowance for loan losses and related provision for loan losses, see Credit Risk Management within Management’s Discussion and Analysis of this Form 10-Q.

Noninterest Income

Noninterest income was $53.7$45.8 million in the secondthird quarter of 2014, a decreasean increase of $3.9$7.6 million, or 6.8%20.0%, from $57.6$38.2 million in the secondthird quarter of 2013. For the first sixnine months of 2014, noninterest income was $88.4$134.2 million, a decrease of $28.1$20.5 million, or 24.2%13.3%, from $116.5$154.7 million in the same period last year. Our noninterest income is heavily dependent upon our single family mortgage banking activities, which are comprised of mortgage origination and sale as well as mortgage servicing activities. The level of our mortgage banking activity fluctuates and is influenced by mortgage interest rates, the economy, employment and housing supply and affordability, among other factors. The decreaseincrease in noninterest income in the secondthird quarter of 2014 compared to the secondthird quarter of 2013 was primarily the result of lowerhigher net gain on mortgage loan origination and sale activities. This wasactivities due mostly to the significant reduction in mortgage refinanceincreased interest rate lock commitment volumes driven by higher mortgage interest rates, partially offset by higher purchase mortgage volume from the expansion of our mortgage lending operations and an $8.0a $2.1 million increase in mortgage servicing income. Our single family mortgage interest rate lock commitments of $1.20$1.17 billion in the secondthird quarter of 2014 decreased 15.6%increased 48.5% compared to $1.42 billion$786.1 million in the secondthird quarter of 2013. Included in noninterest income for the second quarterfirst nine months of 2014 were a $4.7$4.7 million pre-tax net increase in mortgage servicing income resulting from the sale of MSRs and a $3.9$4.6 million pre-tax gain on single family mortgage origination and sale activities from the sale of loans that were originally held for investment. No similar transactions occurred in the first nine months of 2013.

65


Noninterest income consisted of the following.
 
Three Months Ended
June 30,		 
Dollar
Change
 
Percent
Change
 Six Months Ended
June 30,		 
Dollar
Change
 
Percent
Change
Three Months Ended
September 30,		 
Dollar
Change
 
Percent
Change
 Nine Months Ended
September 30,		 
Dollar
Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Noninterest income                              
Net gain on mortgage loan origination and sale activities (1)
$41,794
 $52,424
 $(10,630) (20)% $67,304
 $106,379
 $(39,075) (37)%$37,642
 $33,491
 $4,151
 12 % $104,946
(2) 
$139,870
 $(34,924) (25)%
Mortgage servicing income10,184
 2,183
 8,001
 367
 18,129
 5,255
 12,874
 245
6,155
 4,011
 2,144
 53
 24,284
(3) 
9,265
 15,019
 162
Income from WMS Series LLC246
 993
 (747) (75) 53
 1,613
 (1,560) (97)
Income (loss) from WMS Series LLC(122) (550) 428
 (78) (69) 1,063
 (1,132) (106)
Loss on debt extinguishment11
 —
 11
 NM
 (575) —
 (575) NM
2
 —
 2
 NM
 (573) —
 (573) NM
Depositor and other retail banking fees917
 761
 156
 20
 1,732
 1,482
 250
 17
944
 791
 153
 19
 2,676
 2,273
 403
 18
Insurance agency commissions232
 190
 42
 22
 636
 370
 266
 72
256
 242
 14
 6
 892
 612
 280
 46
Gain (loss) on securities available for sale(20) 238
 NM
 NM
 693
 190
 503
 265
480
 (184) 664
 (361) 1,173
 6
 1,167
 19,450
Other286
 767
 (481) (63) 385
 1,210
 (825) NM456
 373
 83
 22
 841
 1,584
 (743) (47)
Total noninterest income$53,650
 $57,556
 $(3,648) (6)% $88,357
 $116,499
 $(28,142) (24)%$45,813
 $38,174
 $7,639
 20 % $134,170
 $154,673
 $(20,503) (13)%
NM = not meaningful      

       
      

       
(1)Single family and multifamily mortgage banking activities.
(2)Includes $4.6 million in pre-tax gain during the first six months of 2014 from the sale of loans that were originally held for investment.
(3)Includes pre-tax income of $4.7 million, net of transaction costs, resulting from the sale of single family MSRs during the quarter ended June 30, 2014.


63


The significant components of our noninterest income are described in greater detail, as follows.

Net gain on mortgage loan origination and sale activities consisted of the following.

Three Months Ended June 30, 
Dollar 
Change
 
Percent
Change
 Six Months Ended
June 30,		 
Dollar
Change
 
Percent
Change
Three Months Ended September 30, 
Dollar 
Change
 
Percent
Change
 Nine Months Ended
September 30,		 
Dollar
Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Single family:               
Single family held for sale:               
Servicing value and secondary market gains(1)
$30,233
 $43,448
 $(13,215) (30)% $49,792
 $87,683
 $(37,891) (43)%$29,866
 $23,076
 $6,790
 29 % $79,658
 $110,760
 $(31,102) (28)%
Loan origination and funding fees6,781
 8,267
 (1,486) (18) 11,542
 16,062
 (4,520) (28)6,947
 8,302
 (1,355) (16) 18,489
 24,363
 (5,874) (24)
Total single family37,014
 51,715
 (14,701) (28) 61,334
 103,745
 (42,411) (41)
Total single family held for sale36,813
 31,378
 5,435
 17
 98,147
 135,123
 (36,976) (27)
Multifamily693
 709
 (16) (2) 1,089
 2,634
 (1,545) (59)930
 2,113
 (1,183) (56) 2,019
 4,747
 (2,728) (57)
Other4,087
 —
 4,087
 NM
 4,881
 —
 4,881
 NM
(101) —
 (101) NM
 4,780
(2) 
—
 4,780
 NM
Net gain on mortgage loan origination and sale activities$41,794
 $52,424
 $(10,630) (20)% $67,304
 $106,379
 $(39,075) (37)%$37,642
 $33,491
 $4,151
 12 % $104,946
 $139,870
 $(34,924) (25)%
NM = not meaningful                              
 
(1)Comprised of gains and losses on interest rate lock commitments (which considers the value of servicing), single family loans held for sale, forward sale commitments used to economically hedge secondary market activities, and changes in the Company's repurchase liability for loans that have been sold.
(2)Includes $4.6 million in pre-tax gain during the first six months of 2014 from the sale of loans that were originally held for investment.


66


Single family production volumes related to loans designated for sale consisted of the following.
Three Months Ended June 30, 
Dollar
Change
 
Percent
Change
 Six Months Ended June 30, 
Dollar
Change
 
Percent
Change
Three Months Ended September 30, 
Dollar
Change
 
Percent
Change
 Nine Months Ended September 30, 
Dollar
Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Single family mortgage closed loan volume (1) (2)
$1,100,704
 $1,307,286
 $(206,582) (16)% $1,774,987
 $2,499,442
 $(724,455) (29)%
Single family mortgage closed loan volume (1)
$1,294,895
 $1,187,061
 $107,834
 9% $3,069,882
 $3,686,503
 $(616,621) (17)%
Single family mortgage interest rate lock commitments (2)(1)
1,201,665
 1,423,290
 (221,625) (16) 2,004,973
 2,459,112
 (454,139) (18)1,167,677
 786,147
 381,530
 49
 3,172,650
 3,245,259
 (72,609) (2)
(1)Represents single family mortgage originations designated for sale during each respective period.
(2)Includes loans originated by WMS Series LLC and purchased by HomeStreet Bank.

During the secondthird quarter of 2014, single family closed loan production decreased 15.8%increased 9.1% and single family interest rate lock commitments decreased 15.6%increased 48.5% compared to the secondthird quarter of 2013. For the first sixnine months of 2014, single family closed loan production decreased 29.0%16.7% and single family interest rate lock commitments decreased 18.5%2.2% compared to the same period last year. These decreases were mainly the result of higher mortgage interest rates beginning in the second quarter of 2013 that led to a reduction in refinance mortgage activity since then.

Net gain on mortgage loan origination and sale activities was $41.837.6 million for the secondthird quarter of 2014, a decreasean increase of $10.64.2 million, or 20.3%12.4%, from $52.433.5 million for the secondthird quarter of 2013. This decreaseincrease predominantly reflected substantially lowerhigher mortgage interest rate lock commitment volumes and lower secondary market margins. Commitment volumes declined mainly due to the rise in mortgage interest rates beginning in the second quarteras a result of 2013, causing a significant decrease in refinancing activity that was only partially offset by a slightly stronger purchase mortgage market. This impact was partially mitigated by the expansion of our mortgage lending operations as the number of loan officersoperations. Mortgage production personnel grew by approximately 31.5% over the past twelve months. Included in net gain on mortgage loan origination and sale activities for the26.8% at second quarter ofSeptember 30, 2014 was acompared to $3.9 millionSeptember 30, 2013 pre-tax gain on single family mortgage origination and sale activities from the sale of loans that were originally held for investment..

For the first sixnine months of 2014, net gain on mortgage loan origination and sale activities was $67.3$104.9 million, a decrease of $39.1$34.9 million, or 36.7%25.0%, from $106.4$139.9 million in the same period last year. Significant decreases in mortgage refinance activities were partially offset by a slow growing purchase market and the expansion of our mortgage lending operations.

64


Included in net gain on mortgage loan origination and sale activities for the first sixnine months of 2014 was a $4.6 million pre-tax gain on single family mortgage origination and sale activities from the sale of loans that were originally held for investment.

The Company records a liability for estimated mortgage repurchase losses, which has the effect of reducing net gain on mortgage loan origination and sale activities. The following table presents the effect of changes in the Company's mortgage repurchase liability within the respective line items of net gain on mortgage loan origination and sale activities. For further information on the Company's mortgage repurchase liability, see Note 7, Commitments, Guarantees and Contingencies in this Form 10-Q.
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Effect of changes to the mortgage repurchase liability recorded in net gain on mortgage loan origination and sale activities:              
New loan sales (1)
$(313) $(472) $(552) $(1,008)$(518) $(505) $(1,070) $(1,513)
$(313) $(472) $(552) $(1,008)$(518) $(505) $(1,070) $(1,513)
 
(1)Represents the estimated fair value of the repurchase or indemnity obligation recognized as a reduction of proceeds on new loan sales.
    

67


Mortgage servicing income consisted of the following.

Three Months Ended
June 30,		 
Dollar
Change
 
Percent
Change
 Six Months Ended
June 30,		 
Dollar
Change
 
Percent
Change
Three Months Ended
September 30,		 
Dollar
Change
 
Percent
Change
 Nine Months Ended
September 30,		 
Dollar
Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Servicing income, net:                              
Servicing fees and other$10,112
 $7,955
 $2,157
 27% $19,961
 $15,562
 $4,399
 28 %$9,350
 $8,934
 $416
 5 % $29,311
 $24,497
 $4,814
 20 %
Changes in fair value of MSRs due to modeled amortization (1)
(7,109) (6,964) (145) 2
 (13,077) (12,639) (438) 3
(6,212) (5,665) (547) 10
 (19,289) (18,305) (984) 5
Amortization(434) (423) (11) 3
 (858) (913) 55
 (6)
Amortization of multifamily MSRs(425) (433) 8
 (2) (1,283) (1,347) 64
 (5)
2,569
 568
 2,001
 352
 6,026
 2,010
 4,016
 200
2,713
 2,836
 (123) (4) 8,739
 4,845
 3,894
 80
Risk management:                              
Changes in fair value of MSRs due to changes in model inputs and/or assumptions (2)
(3,326)
(3) 
15,120
 (18,446) NM
 (8,735)
(3) 
19,268
 (28,003) NM
899
 (2,456) 3,355
 (137) (7,836)
(3) 
16,812
 (24,648) (147)
Net gain (loss) from derivatives economically hedging MSRs10,941
 (13,505) 24,446
 NM
 20,838
 (16,023) 36,861
 NM
2,543
 3,631
 (1,088) (30) 23,381
 (12,392) 35,773
 (289)
7,615
 1,615
 6,000
 372
 12,103
 3,245
 8,858
 273
3,442
 1,175
 2,267
 193
 15,545
 4,420
 11,125
 252
Mortgage servicing income$10,184
 $2,183
 $8,001
 367% $18,129
 $5,255
 $12,874
 245 %$6,155
 $4,011
 $2,144
 53 % $24,284
 $9,265
 $15,019
 162 %
NM = not meaningful                              

(1)
Represents changes due to collection/realization of expected cash flows and curtailments.
(2)
Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
(3)Includes pre-tax income of $4.7 million, net of brokerage fees and prepayment reserves, resulting from the sale of single family MSRs during the three monthsduring the quarter ended June 30, 2014.

For the secondthird quarter of 2014, mortgage servicing income was $10.26.2 million, an increase of $8.0$2.1 million, or 367%53.5%, from $2.2$4.0 million in the secondthird quarter of 2013, primarily due to the June 30, 2014 sale of the rights to service $2.96 billion of single family mortgage loans serviced for Fannie Mae. The sale resulted in a $4.7 million, net of transaction costs, pre-tax increase in mortgage servicing income during the quarter.

Also contributing to the increase in mortgage servicing income is improved risk management results.

MSR risk management results represent changes in the fair value of single family MSRs due to changes in model inputs and assumptions net of the gain/(loss) from derivatives economically hedging MSRs. The fair value of MSRs is sensitive to changes in interest rates, primarily due to the effect on prepayment speeds. MSRs typically decrease in value when interest rates decline because declining interest rates tend to increase mortgage prepayment speeds and therefore reduce the expected life of the net servicing

65


cash flows of the MSR asset. Certain other changes in MSR fair value relate to factors other than interest rate changes and are generally not within the scope of the Company's MSR economic hedging strategy. These factors may include but are not limited to the impact of changes to the housing price index, the level of home sales activity, changes to mortgage spreads, valuation discount rates, costs to service and policy changes by U.S. government agencies.

The net performance of our MSR risk management activities for the secondthird quarter of 2014 was a gain of $7.6$3.4 million compared to a gain of $1.6$1.2 million in the secondthird quarter of 2013. The higher hedging gain in 2014 largely reflected higher sensitivity to interest rates for the Company's MSRs, which led the Company to increase the notional amount of derivative instruments used to economically hedge MSRs. The higher notional amount of derivative instruments, along with a steeper yield curve, resulted in higher net gains from MSR risk management, which positively impacted mortgage servicing income. In addition, MSR risk management results for 2014 reflected the impact on the fair value of MSRs of changes in model inputs and assumptions related to historically low prepayment speeds experienced during the second quarter of 2014 resulting in lower projected prepayment speeds. Included in the gain for the second quarter of 2014 was a net $4.7 million in pre-tax income resulting from the sale of MSRs.

Mortgage servicing fees collected in the secondthird quarter of 2014 were $10.1$9.4 million, an increase of $2.2 million,$416 thousand, or 27.1%4.7%, from $8.0$8.9 million in the secondthird quarter of 2013. Our loans serviced for others portfolio was $10.70$11.38 billion at JuneSeptember 30, 2014 compared to $12.61 billion at December 31, 2013 and $11.18$12.06 billion at JuneSeptember 30, 2013. The lower balance at quarter end was the result of the June 30, 2014 sale of the rights to service $2.96$2.96 billion of single family mortgage loans. Mortgage servicing fees collected in future periods will be negatively impacted in the short term because the balance of the loans serviced for others portfolio was reduced as a consequence of this sale.


68


Income (loss) from WMS Series LLC in the secondthird quarter of 2014 was $246a loss of $122 thousand compared to $993a loss of $550 thousand in the secondthird quarter of 2013. The decreaseimprovement in 2014 was primarily due to a 35.2% decrease3.6% increase in interest rate lock commitments and a 40.1%24.4% decrease in closed loan volume, which were $134.4114.7 million and $130.7145.8 million, respectively, for the three months ended JuneSeptember 30, 2014 compared to $207.4110.7 million and $218.2192.9 million, respectively, for the same period in 2013.

Depositor and other retail banking fees for the three and sixnine months ended JuneSeptember 30, 2014 increased from the three and sixnine months ended JuneSeptember 30, 2013, primarily driven by an increase in the number of transaction accounts as we grow our retail deposit branch network. The following table presents the composition of depositor and other retail banking fees for the periods indicated.
 
Three Months Ended
June 30,		 
Dollar 
Change
 
Percent
Change
 Six Months Ended
June 30,		 
Dollar 
Change
 
Percent
Change
Three Months Ended
September 30,		 
Dollar 
Change
 
Percent
Change
 Nine Months Ended
September 30,		 
Dollar 
Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Fees:                              
Monthly maintenance and deposit-related fees$428
 $366
 $62
 17 % $818
 $719
 $99
 14 %$423
 $387
 $36
 9 % $1,241
 $1,106
 $135
 12 %
Debit Card/ATM fees471
 373
 98
 26
 886
 723
 163
 23
511
 381
 130
 34
 1,397
 1,104
 293
 27
Other fees18
 22
 (4) (18) 28
 40
 (12) (30)10
 23
 (13) (57) 38
 63
 (25) (40)
Total depositor and other retail banking fees$917
 $761
 $156
 20 % $1,732
 $1,482
 $250
 17 %$944
 $791
 $153
 19 % $2,676
 $2,273
 $403
 18 %

Noninterest Expense

Noninterest expense was $63.0$64.2 million in the secondthird quarter of 2014, an increase of $6.3$6.0 million, or 11.0%10.4%, from $56.7$58.1 million in the secondthird quarter of 2013. For the first sixnine months of 2014, noninterest expense was $119.1$183.2 million, an increase of $6.6$12.6 million, or 5.8%7.4%, from $112.5$170.6 million for the same period last year. The increase in noninterest expense in the secondthird quarter of 2014 was primarily the result of a $2.0$2.9 million increase in salaries and related cost,costs, a $1.3$1.5 million increase in occupancy, and a $1.3$1.1 million increase in information services.general and administrative costs. The increase in noninterest expense for the three and sixnine months of 2014 compared to prior year was primarily a result of the integration of our acquisitions and an 18.1%a 12.1% growth in personnel in connection with our continued expansion of our mortgage banking and commercial and consumer businesses. These additions to personnel were partially offset by attrition and position eliminations in mortgage production, mortgage operations, and in commercial lending and administration. Position eliminations beginning inWe have been eliminating positions since the fourth quarter of 2013 were in response to a slowdown in mortgage activity as well as the integration of our acquisitions and were intendedwe expect such eliminations to improve efficiency and performance. The increases in noninterest expense were partially offset by a decrease in mortgage origination commissions and sales management incentives.

66



Noninterest expense consisted of the following.
Three Months Ended
June 30,		 
Dollar 
Change
 
Percent
Change
 Six Months Ended
June 30,		 
Dollar 
Change
 
Percent
Change
Three Months Ended
September 30,		 
Dollar 
Change
 
Percent
Change
 Nine Months Ended
September 30,		 
Dollar 
Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Noninterest expense                              
Salaries and related costs$40,606
 $38,579
 $2,027
 5 % $76,077
 $73,641
 $2,436
 3 %$42,604
 $39,689
 $2,915
 7 % $118,681
 $113,330
 $5,351
 5 %
General and administrative11,145
 10,270
 875
 9
 21,267
 21,200
 67
 —
10,326
 9,234
 1,092
 12
 31,593
 30,434
 1,159
 4
Legal542
 599
 (57) (10) 941
 1,210
 (269) (22)630
 844
 (214) (25) 1,571
 2,054
 (483) (24)
Consulting603
 763
 (160) (21) 1,554
 1,459
 95
 7
628
 884
 (256) (29) 2,182
 2,343
 (161) (7)
Federal Deposit Insurance Corporation assessments572
 143
 429
 300
 1,192
 710
 482
 68
682
 227
 455
 200
 1,874
 937
 937
 100
Occupancy4,675
 3,381
 1,294
 38
 9,107
 6,183
 2,924
 47
4,935
 3,484
 1,451
 42
 14,042
 9,667
 4,375
 45
Information services4,862
 3,574
 1,288
 36
 9,377
 6,570
 2,807
 43
4,220
 3,552
 668
 19
 13,597
 10,122
 3,475
 34
Net cost of operation and sale of other real estate owned(34) (597) 563
 (94) (453) 1,538
 (1,991) (129)133
 202
 (69) (34) (320) 1,740
 (2,060) (118)
Total noninterest expense$62,971
 $56,712
 $6,259
 11 % $119,062
 $112,511
 $6,551
 6 %$64,158
 $58,116
 $6,042
 10 % $183,220
 $170,627
 $12,593
 7 %


69


The significant components of our noninterest expense are described in greater detail, as follows.

Salaries and related costs were $40.6$42.6 million in the secondthird quarter of 2014, an increase of $2.0$2.9 million, or 5.3%7.3%, from $38.6$39.7 million in the secondthird quarter of 2013. For the first sixnine months of 2014, salaries and related costs were $76.1$118.7 million, an increase of $2.4$5.4 million, or 3.3%4.7%, from $73.6$113.3 million for the same period last year. These increases primarily resulted from an 18.1%a 12.1% increase in full-time equivalent employees at JuneSeptember 30, 2014 compared to JuneSeptember 30, 2013, largely offset by reduced mortgage origination commissions and incentives resulting from lower mortgage closed loan volume..

General and administrative expense was $11.1$10.3 million in the secondthird quarter of 2014, an increase of $875 thousand,$1.1 million, or 8.5%11.8%, from $10.3$9.2 million in the secondthird quarter of 2013. For the first sixnine months of 2014, general and administrative expenses were $21.3$31.6 million, an increase of $67 thousand,$1.2 million, or 0.3%3.8%, from $21.2$30.4 million for the same period last year. These expenses include general office and equipment expense, marketing, taxes and insurance.

Income Tax Expense

The Company's income tax expense was $4.5$2.0 million ininclusive of discrete items, representing an income tax rate of 28.6% for the third quarter of 2014. In the second quarter of 2014 compared to $5.8 million in the secondthird quarter of 2013, the Company’s tax expense was $308 thousand, inclusive of discrete items, representing an effective rate of 15.6%. For the first sixnine months of 2014, income tax expense was $5.0$7.0 million, inclusive of discrete items, compared to $11.2$11.5 million, inclusive of discrete items, for the same period last year. Our effective income tax rate was 32.3% and 30.0%29.6%, inclusive of discrete items, for the three and sixnine months ended JuneSeptember 30, 2014, respectively, as compared to an annual effective tax rate of 31.6% for the year end 2013. Our effective income tax rate in the three and sixnine months ended JuneSeptember 30, 2014 differed from the Federal statutory tax rate of 35% due to the benefit of tax-exempt interest income, the benefit of low income housing tax credit investments, and the impact of updated state income taxes on income intax for Oregon, Hawaii, California, and Idaho and tax-exempt interest income.Idaho.  Included in income tax expense for the first sixnine months of 2014 is $406are $613 thousand of discrete tax items related to prior periods that werethe adoption of ASU 2014-01, recorded in the first quarter, of 2014.and federal return to provision true ups and updates to the effective state tax rate.


Review of Financial Condition – Comparison of JuneSeptember 30, 2014 to December 31, 2013

Total assets were $3.24$3.47 billion at JuneSeptember 30, 2014 and $3.07 billion at December 31, 2013. The increase in total assets was primarily due to a $269.5$418.2 million increase in loans held for sale partially offset byand a $58.9$92.9 million decreaseincrease in loans held for investment, andpartially offset by a $43.9$48.9 million decrease in investment securities. The changeincrease in loan balances was the result of the organic growth of the Company, partially offset by the transfer of $310.5 million of single family mortgage loans out of the held for investment portfolio and into loans held for sale in March of this year and the subsequent sale of $266.8$266.8 million of these loans. The Company transferred $17.1 million of single family loans out of loans held for sale and into the portfolio at June 30, 2014.

Cash and cash equivalents was $75.0$34.7 million at JuneSeptember 30, 2014 compared to $33.9 million at December 31, 2013, an increase of $41.1 million,$779 thousand, or 121.2%2.3%.

Investment securities were $455.0$449.9 million at JuneSeptember 30, 2014 compared to $498.8 million at December 31, 2013, a decrease of $43.9$48.9 million, or 8.8%9.8%, primarily due to sales of securities.


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We primarily hold investment securities for liquidity purposes, while also creating a relatively stable source of interest income. We designated substantially all securities as available for sale. We held securities having a carrying value of $18.0$17.9 million at JuneSeptember 30, 2014, which were designated as held to maturity.


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The following table details the composition of our investment securities available for sale by dollar amount and as a percentage of the total available for sale securities portfolio.
 
At June 30, 2014 At December 31, 2013At September 30, 2014 At December 31, 2013
(in thousands)Fair Value Percent Fair Value PercentFair Value Percent Fair Value Percent
              
Investment securities available for sale:              
Mortgage-backed securities:              
Residential$110,266
 25.2% $133,910
 27.8%$110,837
 25.7% $133,910
 27.8%
Commercial13,674
 3.1
 13,433
 2.8
13,571
 3.1
 13,433
 2.8
Municipal bonds125,813
 28.8
 130,850
 27.2
123,042
 28.5
 130,850
 27.2
Collateralized mortgage obligations:  
   
  
   
Residential56,767
 13.0
 90,327
 18.8
54,888
 12.7
 90,327
 18.8
Commercial16,021
 3.7
 16,845
 3.5
15,632
 3.6
 16,845
 3.5
Corporate debt securities72,420
 16.6
 68,866
 14.3
72,112
 16.7
 68,866
 14.3
U.S. Treasury securities42,010
 9.6
 27,452
 5.7
42,014
 9.7
 27,452
 5.7
Total investment securities available for sale$436,971
 100.0% $481,683
 100.0%$432,096
 100.0% $481,683
 100.0%
 
Loans held for sale were $549.4$698.1 million at JuneSeptember 30, 2014 compared to $279.9 million at December 31, 2013, an increase of $269.5$418.2 million, or 96.3%149.4%. Loans held for sale include single family and multifamily residential loans, typically sold within 30 days of closing the loan. The increase in the loans held for sale balance is primarily due to increased single family mortgage closed loan volume as well asduring the transfer of $310.5 million of single family mortgage loans out of the loans held for investment portfolio and into loans held for sale in March of this year. During the first six months of 2014, the Company sold $266.8 million of these loans. The Company transferred $17.1 million of single family loans out of loans held for sale and into the loans held for investment portfolio at June 30, 2014.quarter.

Loans held for investment, net were $1.81$1.96 billion at JuneSeptember 30, 2014 compared to $1.87 billion at December 31, 2013, a decreaseincrease of $58.9$92.9 million, or 3.1%5.0%. Our single family loan portfolio decreased $155.7$116.7 million from December 31, 2013, as the Company transferred $310.5 million of single family mortgage loans out of the portfolio and into loans held for sale in March of this year. Our construction loans, including commercial construction and residential construction, increased $88.8$167.3 million from December 31, 2013, primarily from new originations in our commercial real estate and residential construction lending business.

Mortgage servicing rights were $118.0$124.6 million at JuneSeptember 30, 2014 compared to $162.5 million at December 31, 2013, a decrease of $44.5$37.9 million, or 27%23.3%. The decline in the size of our servicing portfolio was the result of a strategic decision to sell a portion of our single family MSRs to increase capital in preparation for compliance with the new Basel III regulatory capital standards. During the second quarter of 2014, the Company sold the rights to service $2.96$2.96 billion of single family mortgage loans serviced for Fannie Mae, representing 24.3% of HomeStreet’s total single family mortgage loans serviced for others portfolio as of June 30, 2014. The Company anticipates transferring the servicing of these loans to the purchaser by October 1, 2014, and will continue to service these mortgages as a subservicer for the purchaser until such time. These loans are excluded from the Company's MSR portfolio at June 30, 2014.Mae.


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The following table details the composition of our loans held for investment portfolio by dollar amount and as a percentage of our total loan portfolio.

At June 30, 2014 At December 31, 2013At September 30, 2014 At December 31, 2013
(in thousands)Amount Percent Amount PercentAmount Percent Amount Percent
              
Consumer loans              
Single family$749,204
 40.7% $904,913
 47.7%$788,232
 39.6% $904,913
 47.7%
Home equity136,181
 7.4
 135,650
 7.1
138,276
 6.9
 135,650
 7.1
885,385
 48.1
 1,040,563
 54.8
926,508
 46.5
 1,040,563
 54.8
Commercial loans              
Commercial real estate (1)
476,411
 25.9
 477,642
 25.1
530,335
 26.6
 477,642
 25.1
Multifamily72,327
 3.9
 79,216
 4.2
62,498
 3.1
 79,216
 4.2
Construction/land development219,282
 11.9
 130,465
 6.9
297,790
 15.0
 130,465
 6.9
Commercial business185,177
 10.2
 171,054
 9.0
173,226
 8.8
 171,054
 9.0
953,197
 51.9
 858,377
 45.2
1,063,849
 53.5
 858,377
 45.2
1,838,582
 100.0% 1,898,940
 100.0%1,990,357
 100.0% 1,898,940
 100.0%
Net deferred loan fees and costs(3,761)   (3,219)  (3,748)   (3,219)  
1,834,821
   1,895,721
  1,986,609
   1,895,721
  
Allowance for loan losses(21,926)   (23,908)  (21,847)   (23,908)  
$1,812,895
   $1,871,813
  $1,964,762
   $1,871,813
  
 
(1)
JuneSeptember 30, 2014 and December 31, 2013 balances comprised of $143.8$137.5 million and $156.7 million of owner occupied loans, respectively, and $332.6392.8 million and $320.9 million of non-owner occupied loans, respectively.

Deposits were $2.42$2.43 billion at JuneSeptember 30, 2014 compared to $2.21 billion at December 31, 2013, an increase of $206.9$214.6 million, or 9.4%9.7%. This increase was due to higher balances of transaction and savings deposits, which were $1.72$1.77 billion at JuneSeptember 30, 2014, an increase of $186.2$234.8 million, or 12.1%15.3%, from $1.54 billion at December 31, 2013, reflecting the organic growth and expansion of our branch banking network. Certificates of deposit balances were $457.5$367.1 million at JuneSeptember 30, 2014, a decrease of $56.9$147.3 million, or 11.1%28.6%, from $514.4 million at December 31, 2013.

Deposit balances by dollar amount and as a percentage of our total deposits were as follows for the periods indicated:

(in thousands) At June 30, 2014 At December 31, 2013 At September 30, 2014 At December 31, 2013
 Amount Percent Amount Percent Amount Percent Amount Percent
                
Noninterest-bearing accounts - checking and savings $235,844
 9.8% $199,943
 9.0% $271,669
 11.2% $199,943
 9.0%
Interest-bearing transaction and savings deposits:                
NOW accounts 324,604
 13.4
 262,138
 11.9
 300,832
 12.4
 262,138
 11.9
Statement savings accounts due on demand 166,851
 6.9
 156,181
 7.1
 184,656
 7.6
 156,181
 7.1
Money market accounts due on demand 996,473
 41.2
 919,322
 41.6
 1,015,266
 41.9
 919,322
 41.6
Total interest-bearing transaction and savings deposits 1,487,928
 61.5
 1,337,641
 60.6
 1,500,754
 61.9
 1,337,641
 60.6
Total transaction and savings deposits 1,723,772
 71.3
 1,537,584
 69.6
 1,772,423
 73.1
 1,537,584
 69.6
Certificates of deposit 457,529
 18.9
 514,400
 23.3
 367,124
 15.1
 514,400
 23.3
Noninterest-bearing accounts - other 236,411
 9.8
 158,837
 7.1
 285,911
 11.8
 158,837
 7.1
Total deposits $2,417,712
 100.0% $2,210,821
 100.0% $2,425,458
 100.0% $2,210,821
 100.0%

Federal Home Loan Bank advances were $384.1$598.6 million at JuneSeptember 30, 2014 compared to $446.6 million at December 31, 2013, a decreasean increase of $62.5$152.0 million, or 14.0%34.0%. The Company uses these borrowings to primarily fund our mortgage banking and securities investment activities.


6972


Long-term debt was $61.9 million at JuneSeptember 30, 2014 compared to $64.8 million at December 31, 2013, a decrease of $3.0 million, or 4.6%. During the first quarter of 2014, we redeemed $3.0 million of TruPS that were acquired as part of the acquisition of YNB in 2013.

Shareholders’ Equity

Shareholders' equity was $288.2$294.6 million at JuneSeptember 30, 2014 compared to $265.9 million at December 31, 2013. This increase included net income of $11.7$16.6 million and other comprehensive income of $10.8$11.5 million recognized during the sixnine months ended JuneSeptember 30, 2014, partially offset by dividend payments of $1.6 million during the first quarter of 2014. Other comprehensive income represents unrealized gains in the valuation of our investment securities portfolio at JuneSeptember 30, 2014.

Shareholders’ equity, on a per share basis, was $19.4119.83 per share at JuneSeptember 30, 2014, compared to $17.97 per share at December 31, 2013.

Return on Equity and Assets

The following table presents certain information regarding our returns on average equity and average total assets.
 
At or for the Three Months
Ended June 30,		 At or for the Six Months
Ended June 30,		At or for the Three Months
Ended September 30,		 At or for the Nine Months
Ended September 30,
2014 2013 2014 20132014 2013 2014 2013
              
Return on assets (1)
1.22% 1.86% 0.77% 1.81%0.61% 0.24% 0.71% 1.25%
Return on equity (2)
13.17% 17.19% 8.38% 16.58%6.74% 2.45% 7.81% 11.94%
Equity to assets ratio (3)
9.29% 10.80% 9.15% 10.89%9.00% 9.74% 9.10% 10.48%
 
(1)Net income (annualized) divided by average total assets.
(2)Net earnings (loss) available to common shareholders (annualized) divided by average common shareholders’ equity.
(3)Average equity divided by average total assets.

Business Segments

The Company's business segments are determined based on the products and services provided, as well as the nature of the related business activities, and they reflect the manner in which financial information is currently evaluated by management.

This process is dynamic and is based on management's current view of the Company's operations and is not necessarily comparable with similar information for other financial institutions. We define our business segments by product type and customer segment. If the management structure or the allocation process changes, allocations, transfers and assignments may change. The information that follows has been revised to reflect the manner in which financial information is currently evaluated by management.

Commercial and Consumer Banking Segment

Commercial and Consumer Banking provides diversified financial products and services to our commercial and consumer customers through bank branches and through ATMs, online, mobile and telephone banking. These products and services include deposit products; residential, consumer, business and businessagricultural portfolio loans; non-deposit investment products; insurance products and cash management services. We originate construction loans, bridge loans and permanent loans for our portfolio primarily on single family residences, and on office, retail, industrial and multifamily property types. We originate multifamily real estate loans through our Fannie Mae DUS business, whereby loans are sold to or securitized by Fannie Mae, while the Company generally retains the servicing rights. As of JuneSeptember 30, 2014, our bank branch network consists of 3133 branches in the Pacific Northwest and Hawaii. At JuneSeptember 30, 2014 and December 31, 2013, our transaction and savings deposits totaled $1.72$1.77 billion and $1.54 billion, respectively, and our loan portfolio totaled $1.811.96 billion and $1.87 billion, respectively. This segment is also responsible for the management of the Company's portfolio of investment securities.


7073


Commercial and Consumer Banking segment results are detailed below.

Three Months Ended
June 30,		  
Change		 
Percent
Change
 Six Months Ended
June 30,		 

Change
 
Percent
Change
Three Months Ended
September 30,		  
Change		 
Percent
Change
 Nine Months Ended
September 30,		 

Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Net interest income$19,403
 $13,790
 $5,613
 41 % $39,636
 $24,917
 $14,719
 59 %$20,163
 $16,095
 $4,068
 25 % $59,799
 $41,012
 $18,787
 46 %
Provision for credit losses—
 400
 (400) (100) (1,500) 2,400
 (3,900) NM
—
 (1,500) 1,500
 (100) (1,500) 900
 (2,400) NM
Noninterest income6,614
 2,776
 3,838
 138
 9,572
 6,112
 3,460
 57
3,660
 3,478
 182
 5
 13,232
(1) 
9,590
 3,642
 38
Noninterest expense20,434
 13,905
 6,529
 47
 39,727
 29,764
 9,963
 33
18,930
 14,648
 4,282
 29
 58,657
 44,412
 14,245
 32
Income (loss) before income tax expense (benefit)5,583
 2,261
 3,322
 147
 10,981
 (1,135) 12,116
 NM
4,893
 6,425
 (1,532) (24) 15,874
 5,290
 10,584
 200
Income tax expense (benefit)1,830
 281
 1,549
 551
 3,112
 (816) 3,928
 NM
1,359
 1,568
 (209) (13) 4,471
 752
 3,719
 495
Net income (loss)$3,753
 $1,980
 $1,773
 90 % $7,869
 $(319) $8,188
 NM
$3,534
 $4,857
 $(1,323) (27)% $11,403
 $4,538
 $6,865
 151
                              
Average assets$2,478,073
 $2,018,573
 $459,500
 23 % $2,534,399
 $1,954,068
 $580,331
 30 %$2,584,404
 $2,166,332
 $418,072
 19 % $2,552,154
 $2,025,785
 $526,369
 26 %
Efficiency ratio (1)(2)
78.54% 83.94%     80.73% 95.92%    79.46% 74.84%     80.32% 87.77%    
Full-time equivalent employees (ending)599
 476
 123
 26
 599
 476
 123
 26
605
 504
 101
 20
 605
 504
 101
 20
Multifamily net gain on mortgage loan origination and sale activity$693
 $709
 $(16) (2) $1,089
 $2,634
 $(1,545) (59)
Net gain on mortgage loan origination and sale activities:               
Multifamily930
 2,113
 (1,183) —
 2,019
 4,747
 (2,728) —
Other(101) —
 (101) NM 4,780
(1) 
—
 4,780
 NM
$829
 $2,113
 $(1,284) $—
 $6,799
 $4,747
 $2,052
 $—
                              
Production volumes:                              
Multifamily mortgage originations23,105
 14,790
 8,315
 56
 34,448
 63,909
 (29,461) (46)60,699
 10,734
 49,965
 465
 95,147
 74,643
 20,504
 27
Multifamily mortgage loans sold$15,902
 $15,386
 $516
 3 % $22,165
 $65,973
 $(43,808) (66)%$20,409
 $21,998
 $(1,589) (7)% $42,574
 $87,971
 $(45,397) (52)%
NM = not meaningful                              

(1)Includes $4.6 million in pre-tax gain during the first six months of 2014 from the sale of loans that were originally held for investment.
(2)Noninterest expense divided by total net revenue (net interest income and noninterest income).

Commercial and Consumer Banking net income was $3.8$3.5 million for the secondthird quarter of 2014, improved by $1.8a decrease of $1.3 million from net income of $2.0$4.9 million for the secondthird quarter of 2013. For the first six months of 2014, Commercial and Consumer Banking net income was $7.9 million, improved by $8.2 million, from a net loss of $319 thousand for the first six months of 2013. The increasedecrease in net income in the secondthird quarter of 2014 was primarily the result of a $5.6$1.5 million reversal of provision in the third quarter of 2013 compared to no provision recorded in the third quarter of 2014 as well as higher salaries and related costs and other expenses in the third quarter of 2014 related to fourth quarter 2013 acquisitions and organic growth. These were partially offset by a $4.1 million increase in net interest income, resulting from higher average balances of interest-earning assets related to our fourth quarter 2013 acquisitions, as well as higher yields on loans heldacquisitions. For the first nine months of 2014, Commercial and Consumer Banking net income was $11.4 million, improved by $6.9 million, from $4.5 million for investment.the first nine months of 2013. Included in net income for the second quarterfirst nine months of 2014 was a $3.9$4.6 million pre-tax gain on single family mortgage origination and sale activities resulting from the salesales of loans in the first half of 2014 that were originally designated as held for investment.

Due to a significant decrease in classified loan balancesIn recognition of our improving credit trends and lower charge-offs, we recorded no provision for credit losses in the second quarter of 2014, which followed a release of $1.5 million of reserves in the firstthird quarter of 2014, compared to a reversal of provision of $400 thousand$1.5 million in the secondthird quarter of 2013 and $2.4. For the nine months ended September 30, 2014, we recorded a reversal of provision of $1.5 million, compared to a provision of $900 thousand during the six months ended June 30, 2013.same period in the prior year.


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Commercial and Consumer Banking segment servicing income consisted of the following.

Three Months Ended
June 30,		 
Dollar
Change
 
Percent
Change
 Six Months Ended
June 30,		 
Dollar
Change
 
Percent
Change
Three Months Ended
September 30,		 
Dollar
Change
 
Percent
Change
 Nine Months Ended
September 30,		 
Dollar
Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Servicing income, net:                              
Servicing fees and other$1,017
 $739
 $278
 38% $1,907
 $1,551
 $356
 23 %$1,289
 $789
 $500
 63 % $3,196
 $2,341
 $855
 37 %
Amortization of multifamily MSRs(434) (423) (11) 3
 (858) (913) 55
 (6)(425) (433) 8
 (2) (1,283) (1,347) 64
 (5)
Commercial mortgage servicing income$583
 $316
 $267
 84% $1,049
 $638
 $411
 64 %$864
 $356
 $508
 143 % $1,913
 $994
 $919
 92 %


71



Commercial and Consumer Banking segment loans serviced for others consisted of the following.
(in thousands)At June 30,
2014		 At December 31,
2013		At September 30,
2014		 At December 31,
2013
      
Commercial   
Multifamily$704,997
 $720,429
$703,197
 $720,429
Other97,996
 95,673
86,589
 95,673
Total commercial loans serviced for others$802,993
 $816,102
$789,786
 $816,102

Commercial and Consumer Banking segment noninterest expense of $20.4$18.9 million increased $6.5$4.3 million, or 47.0%29.2%, from $13.9$14.6 million in the secondthird quarter of 2013, primarily due to increased salaries and related costs, reflecting the growth of our commercial real estate and commercial business lending units and the expansion of our branch banking network, including growth through acquisitions.

Mortgage Banking Segment

Mortgage Banking originates single family residential mortgage loans for sale in the secondary markets. We have become a rated originator and servicer of non-conforming jumbo loans, allowing us to sell these loans to other securitizers. We also purchase loans from WMS Series LLC through a correspondent arrangement with that company. The majority of our mortgage loans are sold to or securitized by Fannie Mae, Freddie Mac or Ginnie Mae, while we retain the right to service these loans. On occasion, we may sell a portion of our MSR portfolio. A small percentage of our loans are brokered to other lenders or sold on a servicing-released basis to correspondent lenders. We manage the loan funding and the interest rate risk associated with the secondary market loan sales and the retained single family mortgage servicing rights within this business segment.


7275


Mortgage Banking segment results are detailed below.

Three Months Ended
June 30,		 Change 
Percent
Change
 Six Months Ended
June 30,		 
 
Change
 
Percent
Change
Three Months Ended
September 30,		 Change 
Percent
Change
 Nine Months Ended
September 30,		 
 
Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Net interest income$3,744
 $3,625
 $119
 3 % $6,223
 $7,733
 $(1,510) (20)%$5,145
 $4,317
 $828
 19 % $11,368
 $12,050
 $(682) (6)%
Noninterest income47,036
 54,780
 (7,744) (14) 78,785
 110,387
 (31,602) (29)42,153
 34,696
 7,457
 21
 120,938
 145,083
 (24,145) (17)
Noninterest expense42,537
 42,807
 (270) (1) 79,335
 82,747
 (3,412) (4)45,228
 43,468
 1,760
 4
 124,563
 126,215
 (1,652) (1)
Income before income tax expense8,243
 15,598
 (7,355) (47) 5,673
 35,373
 (29,700) (84)2,070
 (4,455) 6,525
 NM
 7,743
 30,918
 (23,175) (75)
Income tax expense2,634
 5,510
 (2,876) (52) 1,879
 12,046
 (10,167) (84)629
 (1,260) 1,889
 NM
 2,508
 10,786
 (8,278) (77)
Net income$5,609
 $10,088
 $(4,479) (44)% $3,794
 $23,327
 $(19,533) (84)%$1,441
 $(3,195) $4,636
 NM
 $5,235
 $20,132
 $(14,897) (74)%
    
              
          
Average assets$584,256
 $581,361
 $2,895
 — % $508,109
 $593,817
 $(85,708) (14)%$697,601
 $619,962
 $77,639
 13 % $571,063
 $602,443
 $(31,380) (5)%
Efficiency ratio (1)
83.77% 73.29%     93.33% 70.05%    95.62% 111.42%     94.15% 80.32%    
Full-time equivalent employees (ending)947
 833
 114
 14
 947
 833
 114
 14
993
 922
 71
 8
 993
 922
 71
 8
Production volumes for sale to the secondary market:                              
Single family mortgage closed loan volume (2)(3)
$1,100,704
 $1,307,286
 $(206,582) (16) $1,774,987
 $2,499,442
 $(724,455) (29)$1,294,895
 $1,187,061
 $107,834
 9
 $3,069,882
 $3,686,503
 $(616,621) (17)
Single family mortgage interest rate lock commitments(2)
1,201,665
 1,423,290
 (221,625) (16) 2,004,973
 2,459,112
 (454,139) (18)1,167,677
 786,147
 381,530
 49
 3,172,650
 3,245,259
 (72,609) (2)
Single family mortgage loans sold(2)
$906,342
 $1,229,686
 $(323,344) (26)% $1,526,255
 $2,590,030
 $(1,063,775) (41)%$1,179,464
 $1,326,888
 $(147,424) (11)% $2,705,719
 $3,916,918
 $(1,211,199) (31)%
(1)
Noninterest expense divided by total net revenue (net interest income and noninterest income).
(2)
Includes loans originated by WMS Series LLC and purchased by HomeStreet Bank.
(3)
Represents single family mortgage production volume designated for sale to the secondary market during each respective period.

Mortgage Banking net income was $5.6$1.4 million for the secondthird quarter of 2014, compared to a decreasenet loss of $4.5 million or 44.4% from net income of $10.1$3.2 million for the secondthird quarter of 2013. For the first sixnine months of 2014, Mortgage Banking net income was $3.8$5.2 million, a decrease of $19.5$14.9 million, or 83.7%74.0%, from net income of $23.3$20.1 million for the first sixnine months of 2013. The decreaseincrease in Mortgage Banking net income for the secondthird quarter of 2014 was driven primarily by higher mortgage interest rates that led to a sharp decrease inreflected increased interest rate lock commitment volume primarily due to higherfrom the expansion of our mortgage interest rates which beganproduction offices and a 26.8% increase in the latter part of the second quarter of 2013.mortgage production personnel year over year.


7376


Mortgage Banking net gain on sale to the secondary market is detailed in the following table.
 Three Months Ended
June 30,		 Six Months Ended
June 30,		 Three Months Ended
September 30,		 Nine Months Ended
September 30,
(in thousands) 2014 2013 2014 2013 2014 2013 2014 2013
                
Net gain on mortgage loan origination and sale activities:(1)
                
Single family:                
Servicing value and secondary market gains(2)
 $30,233
 $43,448
 $49,792
 $87,683
 $29,866
 $23,076
 $79,658
 $110,760
Loan origination and funding fees 6,781
 8,267
 11,542
 16,062
 6,947
 8,302
 18,489
 24,363
Total mortgage banking net gain on mortgage loan origination and sale activities(1)
 $37,014
 $51,715
 $61,334
 $103,745
 $36,813
 $31,378
 $98,147
 $135,123
(1)
Excludes inter-segment activities.
(2)
Comprised of gains and losses on interest rate lock commitments (which considers the value of servicing), single family loans held for sale, forward sale commitments used to economically hedge secondary market activities, and the estimated fair value of the repurchase or indemnity obligation recognized on new loan sales.

Net gain on mortgage loan origination and sale activities was $37.036.8 million for the secondthird quarter of 2014, a decreasean increase of $14.7$5.4 million, or 28.4%17.3%, from $51.7$31.4 million in the secondthird quarter of 2013. This decreaseincrease is primarily the result of a 15.6% decrease48.5% increase in interest rate lock commitments, which was mainly driven by an increasethe expansion of our mortgage production offices. Since September 2013, we have increased our home lending capacity and expanded our lending footprint by adding 19 home loan centers, including 12 in mortgage interest rates which began in the latter part of the second quarter of 2013, which ledCalifornia, to a decrease in refinance mortgage volume, and a shiftbring our total home loan centers to a purchase mortgage-dominated market.55.

Mortgage Banking servicing income consisted of the following.
Three Months Ended
June 30,		 
Dollar
Change
 
Percent
Change
 Six Months Ended
June 30,		 
Dollar
Change
 
Percent
Change
Three Months Ended
September 30,		 
Dollar
Change
 
Percent
Change
 Nine Months Ended
September 30,		 
Dollar
Change
 
Percent
Change
(in thousands)2014 2013 2014 2013 2014 2013 2014 2013 
                              
Servicing income, net:                              
Servicing fees and other$9,095
 $7,216
 $1,879
 26 % $18,054
 $14,011
 $4,043
 29 %$8,061
 $8,145
 $(84) (1)% $26,115
 $22,156
 $3,959
 18 %
Changes in fair value of MSRs due to modeled amortization (1)
(7,109) (6,964) (145) 2
 (13,077) (12,639) (438) 3
(6,212) (5,665) (547) 10
 (19,289) (18,305) (984) 5
1,986
 252
 1,734
 688
 4,977
 1,372
 3,605
 263
1,849
 2,480
 (631) (25) 6,826
 3,851
 2,975
 77
Risk management:                              
Changes in fair value of MSRs due to changes in model inputs and/or assumptions (2)
(3,326)
(3 
) 
15,120
 $(18,446) (122) (8,735)
(3 
) 
19,268
 $(28,003) (145)899
 (2,456) $3,355
 (137) (7,836)
(3 
) 
16,812
 $(24,648) (147)
Net gain from derivatives economically hedging MSRs10,941
 (13,505) 24,446
 (181) 20,838
 (16,023) 36,861
 (230)2,543
 3,631
 (1,088) (30) 23,381
 (12,392) 35,773
 (289)
7,615
 1,615
 6,000
 372
 12,103
 3,245
 8,858
 273
3,442
 1,175
 2,267
 193
 15,545
 4,420
 11,125
 252
Mortgage Banking servicing income$9,601
 $1,867
 $7,734
 414 % $17,080
 $4,617
 $12,463
 270 %$5,291
 $3,655
 $1,636
 45 % $22,371
 $8,271
 $14,100
 170 %
(1)
Represents changes due to collection/realization of expected cash flows and curtailments.
(2)
Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
(3)Includes pre-tax income of $4.7 million, net of brokerage fees and prepayment reserves, resulting from the second quarter 2014 sale of single family MSRs during the three months ended June 30, 2014.MSRs.
Single family mortgage servicing income of $9.6$5.3 million in the secondthird quarter of 2014 increased$7.7 $1.6 million,, or 414%45%, from $1.9$3.7 million in the secondthird quarter of 2013. Included in servicing income for the second quarter of 2014 is $4.7 million of pre-tax income recognized from the sale of single family MSRs. The increase compared to the second quarter of 2013 was also, primarily due to improved risk management results and increased servicing fees collected.results. Risk management results represent changes in the fair value of single family MSRs due to changes in model inputs and assumptions net of the gain/(loss) from derivatives economically hedging MSRs. 

74


For the first sixnine months of 2014, single family mortgage servicing income of $17.1$22.4 million increased $12.5$14.1 million, or 269.9%170.5%, from $4.6$8.3 million for the first sixnine months of 2013, primarily as a result of improved risk management results.results and

77


servicing fees collected. Included in risk management results for the first nine months of 2014 is $4.7 million of pre-tax income recognized from the second quarter 2014 sale of single family MSRs.
Single family mortgage servicing fees collected in the secondthird quarter of 2014 increased $1.9 million,decreased $84 thousand, or 26.0%1.0%, from the secondthird quarter of 2013 resulting primarily from growth in the portfolio of single family loans serviced for others.. As a result of the June 30, 2014 sale of single family MSRs, the portfolio of single family loans serviced for others decreased to $9.9$10.59 billion at JuneSeptember 30, 2014 compared to $10.4$11.29 billion at JuneSeptember 30, 2013. Mortgage servicing fees collected in future periods will be negatively impacted in the short term because the balance of the loans serviced for others portfolio was reduced as a consequence of this sale.

Single family loans serviced for others consisted of the following.

(in thousands)At June 30,
2014		 At December 31,
2013		At September 30,
2014		 At December 31,
2013
      
Single family   
U.S. government and agency$9,308,096
 $11,467,853
$10,007,872
 $11,467,853
Other586,978
 327,768
585,393
 327,768
Total single family loans serviced for others$9,895,074
 $11,795,621
$10,593,265
 $11,795,621

Mortgage Banking noninterest expense of $42.5$45.2 million in the secondthird quarter of 2014 decreased $270 thousand,increased $1.8 million, or 0.6%4.0%, from $42.8$43.5 million in the secondthird quarter of 2013, primarily due to lowerhigher commission and incentive expense, as closed loan volumes declined 15.8%increased 9.1% from the secondthird quarter of 2013. This decrease was partially offset by, and higher expenses related to increased salary and related costs and general and administrative expenses resulting from our expansion into new markets.

Off-Balance Sheet Arrangements

In the normal course of business, we are a party to financial instruments with off-balance sheet risk. These financial instruments (which include commitments to originate loans and commitments to purchase loans) include potential credit risk in excess of the amount recognized in the accompanying consolidated financial statements. These transactions are designed to (1) meet the financial needs of our customers, (2) manage our credit, market or liquidity risks, (3) diversify our funding sources and/or (4) optimize capital.

For more information on off-balance sheet arrangements, including derivative counterparty credit risk, see the Off-Balance Sheet Arrangements and Commitments, Guarantees and Contingencies discussions within Part II, Item 7 Management's Discussion and Analysis in our 2013 Annual Report on Form 10-K, as well as Note 14, Commitments, Guarantees and Contingencies in our 2013 Annual Report on Form 10-K and Note 7, Commitments, Guarantees and Contingencies in this Form 10-Q.

Enterprise Risk Management

All financial institutions manage and control a variety of business and financial risks that can significantly affect their financial performance. Among these risks are credit risk; market risk, which includes interest rate risk and price risk; liquidity risk; and operational risk. We are also subject to risks associated with compliance/legal, strategic and reputational matters.
For more information on how we manage these business, financial and other risks, see the Enterprise Risk Management discussion within Part II, Item 7 Management's Discussion and Analysis in our 2013 Annual Report on Form 10-K.

7578


Credit Risk Management

The following discussion highlights developments since December 31, 2013 and should be read in conjunction with the Credit Risk Management discussion within Part II, Item 7 Management's Discussion and Analysis in our 2013 Annual Report on Form 10-K.

Loan Underwriting Standards

Our underwriting standards for single family and home equity loans require evaluating and understanding a borrower’s credit, collateral and ability to repay the loan. Credit is determined based on how well a borrower manages their current and prior debts, documented by a credit report that provides credit scores and the borrower’s current and past information about their credit history. Collateral is based on the type and use of property, occupancy and market value, largely determined by property appraisals. A borrower's ability to repay the loan is based on several factors, including employment, income, current debt, assets and level of equity in the property. We also consider loan-to-property value and debt-to-income ratios, loan amount and lien position in assessing whether to originate a loan. Single family and home equity borrowers are particularly susceptible to downturns in economic trends that negatively affect housing prices and demand and levels of unemployment.

For commercial, multifamily and construction loans, we consider the same factors with regard to the borrower and the guarantors. In addition, we evaluate liquidity, net worth, leverage, other outstanding indebtedness of the borrower, an analysis of cash expected to flow through the borrower (including the outflow to other lenders) and prior experience with the borrower. We use this information to assess financial capacity, profitability and experience. Ultimate repayment of these loans is sensitive to interest rate changes, general economic conditions, liquidity and availability of long-term financing.

Additional considerations for commercial permanent loans secured by real estate:

Our underwriting standards for commercial permanent loans generally require that the loan-to-value ratio for these loans not exceed 75% of appraised value or discounted cash flow value, as appropriate, and that commercial properties attain debt coverage ratios (net operating income divided by annual debt servicing) of 1.25 or better.

Our underwriting standards for multifamily residential permanent loans generally require that the loan-to-value ratio for these loans not exceed 80% of appraised value, cost, or discounted cash flow value, as appropriate, and that multifamily residential properties attain debt coverage ratios of 1.2 or better. However, underwriting standards can be influenced by competition and other factors. We endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.

Additional considerations for commercial construction loans secured by real estate:

We originate a variety of real estate construction loans. Underwriting guidelines for these loans vary by loan type but include loan-to-value limits, term limits, loan advance limits and pre-leasing requirements, as applicable.

Our underwriting guidelines for commercial real estate construction loans generally require that the loan-to-value ratio not exceed 75% and stabilized debt coverage ratios of 1.25 or better.

Our underwriting guidelines for multifamily residential construction loans generally require that the loan-to-value ratio not exceed 80% and stabilized debt coverage ratios of 1.2 or better.

Our underwriting guidelines for single family residential construction loans to builders generally require that the loan-to-value ratio not exceed 85%.

As noted above, underwriting standards can be influenced by competition and other factors. However, we endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.

Asset Quality and Nonperforming Assets

Nonperforming assets ("NPAs") were $32.3$30.4 million, or 1.00%0.87% of total assets at JuneSeptember 30, 2014, compared to $38.6 million, or 1.26% of total assets at December 31, 2013. Nonaccrual loans of $21.2$19.9 million, or 1.16%1.00% of total loans at JuneSeptember 30, 2014, decreased $4.5$5.8 million, or 17.5%22.6%, from $25.7 million, or 1.36% of total loans at December 31, 2013. OREO balances of $11.1$10.5 million at JuneSeptember 30, 2014 decreased $1.8$2.4 million, or 14.2%18.8%, from $12.9 million at December 31, 2013. Net charge-offscharge-

79


offs during the three and sixnine months ended JuneSeptember 30, 2014 were $149$57 thousand and $421$478 thousand, respectively, compared with $1.1$1.5 million and $2.3$3.8 million during the three and sixnine months ended JuneSeptember 30, 2013, respectively.

At JuneSeptember 30, 2014, our loans held for investment portfolio, excluding the allowance for loan losses, was $1.83$1.99 billion, a decreasean increase of $60.9$90.9 million from December 31, 2013. The allowance for loan losses decreased to $21.9$21.8 million, or 1.19%1.10% of loans held for investment, compared to $23.9$23.9 million,, or 1.26% of loans held for investment at December 31, 2013.

Due to a significant decrease in classified loan balancesIn recognition of our improving credit trends and lower charge-offs, the Companywe recorded no provision for credit losses in the secondthird quarter of 2014, compared to a reversal of provision of $400 thousand$1.5 million in the secondthird quarter of 2013. For the sixnine months ended JuneSeptember 30, 2014, we hadrecorded a releasereversal of reservesprovision of $1.5 million, compared to a provision for credit losses of $2.4 million for$900 thousand during the sixnine months ended JuneSeptember 30, 2013.

The following tables present the recorded investment, unpaid principal balance and related allowance for impaired loans, broken down by those with and those without a specific reserve.
 
At June 30, 2014At September 30, 2014
(in thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
          
Impaired loans:          
Loans with no related allowance recorded$73,616
 $89,210
 $—
$81,770
 $97,567
 $—
Loans with an allowance recorded43,396
 44,172
 2,528
39,321
 39,581
 2,636
Total$117,012
(1) 
$133,382
 $2,528
$121,091
(1) 
$137,148
 $2,636
At December 31, 2013At December 31, 2013
(in thousands)
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
          
Impaired loans:          
Loans with no related allowance recorded$81,301
 $112,795
 $—
$81,301
 $112,795
 $—
Loans with an allowance recorded38,568
 38,959
 2,571
38,568
 38,959
 2,571
Total$119,869
(1) 
$151,754
 $2,571
$119,869
(1) 
$151,754
 $2,571
(1)
Includes $67.870.0 million and $70.3 million in single family performing troubled debt restructurings ("TDRs") at JuneSeptember 30, 2014 and December 31, 2013, respectively.

The Company had 227247 impaired loans totaling $117.0121.1 million at JuneSeptember 30, 2014 and 216 impaired loans totaling $119.9 million at December 31, 2013. The average recorded investment in these loans for the three and sixnine months ended JuneSeptember 30, 2014 was $117.4$119.1 million and $118.2$119.0 million, respectively, compared with $127.6$122.2 million and $126.4$123.5 million for the three and sixnine months ended JuneSeptember 30, 2013, respectively. Impaired loans of $43.4$39.3 million and $38.6 million had a valuation allowance of $2.5$2.6 million and $2.6 million at JuneSeptember 30, 2014 and December 31, 2013, respectively.

The allowance for credit losses represents management’s estimate of the incurred credit losses inherent within our loan portfolio. For further discussion related to credit policies and estimates see Critical Accounting Policies and Estimates —

76


Allowance for Loan Losses within Part II, Item 7 Management's Discussion and Analysis in our 2013 Annual Report on Form 10-K.


80


The following table presents the allowance for credit losses, including reserves for unfunded commitments, by loan class.

At June 30, 2014 At December 31, 2013At September 30, 2014 At December 31, 2013
(in thousands)Amount 
Percent of
Allowance
to Total
Allowance
 
Loan Category
as a % of
Total Loans
 Amount 
Percent of
Allowance
to Total
Allowance
 
Loan Category
as a % of
Total Loans
Amount 
Percent of
Allowance
to Total
Allowance
 
Loan Category
as a % of
Total Loans
 Amount 
Percent of
Allowance
to Total
Allowance
 
Loan Category
as a % of
Total Loans
                      
Consumer loans                      
Single family$9,111
 41.1% 40.7% $11,990
 49.8% 47.7%$8,878
 40.2% 39.6% $11,990
 49.8% 47.7%
Home equity3,517
 15.9
 7.4
 3,987
 16.6
 7.1
3,563
 16.1
 6.9
 3,987
 16.6
 7.1
12,628
 57.0
 48.1
 15,977
 66.4
 54.8
12,441
 56.3
 46.5
 15,977
 66.4
 54.8
Commercial loans                      
Commercial real estate4,063
 18.3
 25.9
 4,012
 16.7
 25.2
3,981
 18.0
 26.6
 4,012
 16.7
 25.2
Multifamily887
 4.0
 3.9
 942
 3.9
 4.2
713
 3.2
 3.1
 942
 3.9
 4.2
Construction/land development2,418
 10.9
 11.9
 1,414
 5.9
 6.9
2,687
 12.2
 15.0
 1,414
 5.9
 6.9
Commercial business2,172
 9.8
 10.2
 1,744
 7.1
 8.9
2,289
 10.3
 8.8
 1,744
 7.1
 8.9
9,540
 43.0
 51.9
 8,112
 33.6
 45.2
9,670
 43.7
 53.5
 8,112
 33.6
 45.2
Total allowance for credit losses$22,168
 100.0% 100.0% $24,089
 100.0% 100.0%$22,111
 100.0% 100.0% $24,089
 100.0% 100.0%



7781


The following table presents activity in our allowance for credit losses, which includes reserves for unfunded commitments.
 
Three Months Ended June 30, Six Months Ended June 30,Three Months Ended September 30, Nine Months Ended September 30,
(in thousands)2014 2013 2014 20132014 2013 2014 2013
              
Allowance at the beginning of period$22,317
 $28,594
 $24,089
 $27,751
$22,168
 $27,858
 $24,089
 $27,751
Provision for loan losses—
 400
 (1,500) 2,400
—
 (1,500) (1,500) 900
Recoveries:              
Consumer              
Single family25
 171
 41
 246
65
 179
 106
 425
Home equity236
 156
 326
 253
94
 273
 420
 526
261
 327
 367
 499
159
 452
 526
 951
Commercial              
Commercial real estate100
 —
 156
 —
275
 —
 431
 —
Construction/land development46
 281
 62
 351
123
 348
 185
 699
Commercial business63
 36
 147
 148
51
 25
 198
 173
209
 317
 365
 499
449
 373
 814
 872
Total recoveries470
 644
 732
 998
608
 825
 1,340
 1,823
Charge-offs:              
Consumer              
Single family(172) (1,141) (283) (1,862)(226) (606) (509) (2,468)
Home equity(136) (299) (559) (1,138)(135) (377) (694) (1,515)
(308) (1,440) (842) (3,000)(361) (983) (1,203) (3,983)
Commercial              
Commercial real estate(23) (340) (23) (143)—
 (1,306) (23) (1,449)
Construction/land development—
 —
 —
 (148)—
 —
 —
 (148)
Commercial business(288) —
 (288) —
(304) —
 (592) —
(311) (340) (311) (291)(304) (1,306) (615) (1,597)
Total charge-offs(619) (1,780) (1,153) (3,291)(665) (2,289) (1,818) (5,580)
(Charge-offs), net of recoveries(149) (1,136) (421) (2,293)(57) (1,464) (478) (3,757)
Balance at end of period$22,168
 $27,858
 $22,168
 $27,858
$22,111
 $24,894
 $22,111
 $24,894




7882


The following table presents the composition of TDRs by accrual and nonaccrual status.
 
At June 30, 2014At September 30, 2014
(in thousands)Accrual Nonaccrual TotalAccrual Nonaccrual Total
          
Consumer          
Single family (1)
$69,779
 $1,461
 $71,240
$72,663
 $1,379
 $74,042
Home equity2,394
 —
 2,394
2,501
 20
 2,521
72,173
 1,461
 73,634
75,164
 1,399
 76,563
Commercial          
Commercial real estate21,401
 2,735
 24,136
23,964
 1,182
 25,146
Multifamily3,125
 —
 3,125
3,101
 —
 3,101
Construction/land development5,843
 —
 5,843
5,693
 —
 5,693
Commercial business302
 9
 311
658
 9
 667
30,671
 2,744
 33,415
33,416
 1,191
 34,607
$102,844
 $4,205
 $107,049
$108,580
 $2,590
 $111,170
 
 At December 31, 2013
(in thousands)Accrual Nonaccrual Total
      
Consumer     
Single family (1)
$70,304
 $4,017
 $74,321
Home equity2,558
 86
 2,644
 72,862
 4,103
 76,965
Commercial     
Commercial real estate19,620
 628
 20,248
Multifamily3,163
 —
 3,163
Construction/land development6,148
 —
 6,148
Commercial business112
 —
 112
 29,043
 628
 29,671
 $101,905
 $4,731
 $106,636

(1)
Includes loan balances insured by the FHA or guaranteed by the VA of $19.0$24.6 million and $17.8 million, at JuneSeptember 30, 2014 and December 31, 2013, respectively.

The Company had 210231 loan relationships classified as troubled debt restructurings (“TDRs”) totaling $107.0$111.2 million at JuneSeptember 30, 2014 with related unfunded commitments of $5255 thousand. The Company had 204 loan relationships classified as TDRs totaling $106.6 million at December 31, 2013 with related unfunded commitments of $47 thousand. TDR loans within the loans held for investment portfolio and the related reserves are included in the impaired loan tables above.


7983


Delinquent loans and other real estate owned by loan type consisted of the following.
 
At June 30, 2014At September 30, 2014
(in thousands)
30-59 Days
Past Due
 
60-89 Days
Past Due
 90 Days or More Past Due and Not Accruing 
90 Days or 
More Past Due and Still Accruing
 
Total
Past Due
Loans
 
Other
Real Estate
Owned
30-59 Days
Past Due
 
60-89 Days
Past Due
 90 Days or More Past Due and Not Accruing 
90 Days or 
More Past Due and Still Accruing
 
Total
Past Due
Loans
 
Other
Real Estate
Owned
                      
Consumer loans                      
Single family$10,967
 $3,943
 $6,988
 $32,032
(1) 
$53,930
 $3,205
$2,406
 $1,535
 $8,350
 $31,480
(1) 
$43,771
 $2,818
Home equity209
 368
 1,166
 —
 1,743
 —
461
 109
 1,700
 —
 2,270
 —
11,176
 4,311
 8,154
 32,032
 55,673
 3,205
2,867
 1,644
 10,050
 31,480
 46,041
 2,818
Commercial loans                      
Commercial real estate—
 —
 9,871
 —
 9,871
 2,040
—
 —
 7,058
 —
 7,058
 1,822
Multifamily—
 —
 —
 —
 —
 —
Construction/land development—
 72
 —
 —
 72
 5,838
—
 —
 —
 —
 —
 5,838
Commercial business759
 837
 3,172
 —
 4,768
 —
44
 —
 2,798
 —
 2,842
 —
759
 909
 13,043
 —
 14,711
 7,878
44
 —
 9,856
 —
 9,900
 7,660
Total$11,935
 $5,220
 $21,197
 $32,032
 $70,384
 $11,083
$2,911
 $1,644
 $19,906
 $31,480
 $55,941
 $10,478
 
(1)FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status if they are determined to have little to no risk of loss.

 At December 31, 2013
(in thousands)
30-59 Days
Past Due
 
60-89 Days
Past Due
 90 Days or More Past Due and Not Accruing 
90 Days or 
More Past Due and Still Accruing(1)
 
Total
Past Due
Loans
 
Other
Real Estate
Owned
            
Consumer loans           
Single family$6,466
 $4,901
 $8,861
 $46,811
(1) 
$67,039
 $5,246
Home equity375
 75
 1,846
 —
 2,296
 —
 6,841
 4,976
 10,707
 46,811
 69,335
 5,246
Commercial loans           
Commercial real estate—
 —
 12,257
 —
 12,257
 1,688
Construction/land development—
 —
 —
 —
 —
 5,977
Commercial business—
 —
 2,743
 —
 2,743
 —
 —
 —
 15,000
 —
 15,000
 7,665
Total$6,841
 $4,976
 $25,707
 $46,811
 $84,335
 $12,911
 
(1)FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status as they have little to no risk of loss.

Liquidity and Capital Resources

Liquidity risk management is primarily intended to ensure we are able to maintain cash flows adequate to fund operations and meet our obligations, including demands from depositors, draws on lines of credit and paying any creditors, on a timely and cost-effective basis, in various market conditions. Our liquidity profile is influenced by changes in market conditions, the composition of the balance sheet and risk tolerance levels. HomeStreet, Inc., HomeStreet Capital ("HSC") and the Bank
have established liquidity guidelines and operating plans that detail the sources and uses of cash and liquidity.


84


HomeStreet, Inc., HomeStreet Capital and the Bank have different funding needs and sources of liquidity and separate regulatory capital requirements.

80



HomeStreet, Inc.

The main source of liquidity for HomeStreet, Inc. is proceeds from dividends from the Bank and HomeStreet Capital. In the past, we have raised longer-term funds through the issuance of senior debt and TruPS. Historically, the main cash outflows were distributions to shareholders, interest and principal payments to creditors and operating expenses. HomeStreet, Inc.’s ability to pay dividends to shareholders depends substantially on dividends received from the Bank.

HomeStreet Capital

HomeStreet Capital generates positive cash flow from its servicing fee income on the DUS portfolio, net of its costs to service the portfolio. Offsetting this are HomeStreet Capital's costs to purchase the servicing rights on new production from the Bank. Liquidity management and reporting requirements for DUS lenders such as HomeStreet Capital are set by Fannie Mae. HomeStreet Capital's liquidity management therefore consists of meeting Fannie Mae requirements and its own operational needs.

HomeStreet Bank

The Bank’s primary short-term sources of funds include deposits, advances from the FHLB, repayments and prepayments of loans, proceeds from the sale of loans and investment securities and interest from our loans and investment securities. We have also raised short-term funds through the sale of securities under agreements to repurchase. While scheduled principal repayments on loans are a relatively predictable source of funds, deposit inflows and outflows and loan prepayments are greatly influenced by interest rates, economic conditions and competition. The primary liquidity ratio is defined as net cash, short-term investments and other marketable assets as a percent of net deposits and short-term borrowings. At JuneSeptember 30, 2014, our primary liquidity ratio was 35.2%36.1% compared to 26.9% at December 31, 2013.

At JuneSeptember 30, 2014 and December 31, 2013, the Bank had available borrowing capacity of $166.4113.8 million and $228.5 million, respectively, from the FHLB, and $393.5390.6 million and $332.7 million, respectively, from the Federal Reserve Bank of San Francisco, respectively.Francisco.

Cash Flows

For the sixnine months ended JuneSeptember 30, 2014, cash and cash equivalents increased $41.1 million779 thousand, compared to a decreasean increase of $3.612.6 million for the sixnine months ended JuneSeptember 30, 2013. The following discussion highlights the major activities and transactions that affected our cash flows during these periods.

Cash flows from operating activities

The Company's operating assets and liabilities are used to support our lending activities, including the origination and sale of mortgage loans. For the sixnine months ended JuneSeptember 30, 2014, net cash of $236.2352.6 million was used in operating activities, as cash used to fund loans held for sale production exceeded proceeds from the sale of loans. We believe that cash flows from operations, available cash balances and our ability to generate cash through short-term debt are sufficient to fund our operating liquidity needs. For the sixnine months ended JuneSeptember 30, 2013, net cash of $115.1261.4 million was provided by operating activities, as proceeds from the sale of loans held for sale were largely offset by cash used to fund the production of loans held for sale.

Cash flows from investing activities

The Company's investing activities primarily include available-for-sale securities and loans originated as held for investment. For the sixnine months ended JuneSeptember 30, 2014, net cash of $122.024.2 million was provided byused in investing activities, resulting fromas the Company increased the balances of its loans held for investment portfolio, primarily offset by the sale of loans originated as held for investment and the sale of investment securities, primarily offset by the funding of portfolio loans.securities. The Company elected to sell single-familysingle family mortgage loans during the second quarter of 2014 to provide additional liquidity to support the commercial loan portfolio growth and to reduce the concentration of single-familysingle family mortgage loans in the portfolio. For the sixnine months ended JuneSeptember 30, 2013, net cash of $256.3447.7 million was used in investing activities, as the Company increased the balances of its investment securities portfolio and its loans held for investment portfolio.


8185


Cash flows from financing activities

The Company's financing activities are primarily related to customer deposits and net proceeds from the FHLB. For the sixnine months ended JuneSeptember 30, 2014, net cash of $155.4377.6 million was provided by financing activities, primarily driven byresulting from a $206.9$214.6 million growth in deposits partially offset byand net repaymentsproceeds of $152.0 million of FHLB advances of $62.5 million.advances. For the sixnine months ended JuneSeptember 30, 2013, net cash of $137.6199.0 million was provided by financing activities. We had net proceeds of $150.4$79.6 million of FHLB advances as the Company grew its investment securities portfolio by $121.8$157.3 million and its loans held for investment portfolio by $107.5$201.2 million, both of which requirerequired additional wholesale funding.

Capital Management

Federally insured depository institutions, such as the Bank, are required to maintain a minimum level of regulatory capital. The FDIC regulations recognize two types, or tiers, of capital: “core capital,” or Tier 1 capital, and “supplementary capital,” or Tier 2 capital. The FDIC currently measures a bank’s capital using (1) Tier 1 leverage ratio, (2) Tier 1 risk-based capital ratio and (3) Total risk-based capital ratio. In order to qualify as “well capitalized,” a bank must have a Tier 1 leverage ratio of at least 5.0%, a Tier 1 risk-based capital ratio of at least 6.0% and a Total risk-based capital ratio of at least 10.0%. In order to be deemed “adequately capitalized,” a bank generally must have a Tier 1 leverage ratio of at least 4.0%, a Tier 1 risk-based capital ratio of at least 4.0% and a Total risk-based capital ratio of at least 8.0%. The FDIC retains the right to require a depository institution to maintain a higher capital level based on its particular risk profile.

At JuneSeptember 30, 2014, the Bank's capital ratios continued to meet the regulatory capital category of “well capitalized” as defined by the FDIC’s prompt corrective action rules.

The following tables present the Bank’s capital amounts and ratios.
At June 30, 2014At September 30, 2014
Actual 
For Minimum Capital
Adequacy Purposes
 
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
Actual 
For Minimum Capital
Adequacy Purposes
 
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
(in thousands)Amount Ratio Amount Ratio Amount RatioAmount Ratio Amount Ratio Amount Ratio
                      
Tier 1 leverage capital
(to average assets)		$307,110
 10.17% $120,739
 4.0% $150,924
 5.0%$312,141
 9.63% $129,613
 4.0% $162,016
 5.0%
Tier 1 risk-based capital
(to risk-weighted assets)
307,110
 13.84% 88,760
 4.0% 133,140
 6.0%312,141
 13.03% 95,808
 4.0% 143,713
 6.0%
Total risk-based capital
(to risk-weighted assets)		$329,277
 14.84% $177,520
 8.0% $221,900
 10.0%$334,251
 13.96% $191,617
 8.0% $239,521
 10.0%

 At December 31, 2013
 Actual For Minimum Capital
Adequacy Purposes		 To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
(in thousands)Amount Ratio Amount Ratio Amount Ratio
            
Tier 1 leverage capital
(to average assets)		$291,673
 9.96% $117,182
 4.0% $146,478
 5.0%
Tier 1 risk-based capital
(to risk-weighted assets)		291,673
 14.12% 81,708
 4.0% 122,562
 6.0%
Total risk-based capital
(to risk-weighted assets)		$315,762
 15.28% $163,415
 8.0% $204,269
 10.0%


8286


New Capital Regulations

In July 2013, federal banking regulators (including the FDIC and the FRB) adopted new capital rules (the “Rules”). The Rules apply to both depository institutions (such as the Bank) and their holding companies (such as the Company). The Rules reflect, in part, certain standards initially adopted by the Basel Committee on Banking Supervision in December 2010 (which standards are commonly referred to as “Basel III”) as well as requirements contemplated by the Dodd-Frank Act.
Under the Rules, both the Company and the Bank will be required to meet certain minimum capital requirements. The Rules implement a new capital ratio of common equity Tier 1 capital to risk-based assets. Common equity Tier 1 capital generally consists of retained earnings and common stock instruments (subject to certain adjustments), as well as accumulated other comprehensive income (“AOCI”) except to the extent that the Company and the Bank exercise a one-time irrevocable option to exclude certain components of AOCI. Both the Company and the Bank expect to elect this one-time option to exclude certain components of AOCI. Both the Company and the Bank are required to have a common equity Tier 1 capital ratio of at least 4.5%. In addition, both the Company and the Bank are required to have a Tier 1 leverage ratio of 4.0%, a Tier 1 risk-based ratio of at least 6.0% and a total risk-based ratio of at least 8.0%. In addition to the preceding requirements, both the Company and the Bank are required to establish a “conservation buffer”, consisting of common equity Tier 1 capital, which is at least 2.5% above each of the preceding common equity Tier 1 capital ratios, the Tier 1 risk-based ratio and the total risk based ratio. An institution that does not meet the conservation buffer will be subject to restrictions on certain activities including payment of dividends, stock repurchases and discretionary bonuses to executive officers. The prompt corrective action rules, which apply to the Bank but not the Company, are modified to include a common equity Tier 1 risk-based ratio and to increase certain other capital requirements for the various thresholds. For example, the requirements for the Bank to be considered well-capitalized under the Rules are a 5.0% Tier 1 leverage ratio, a 6.5% common equity Tier 1 risk-based ratio, an 8.0% Tier 1 risk-based capital ratio and a 10.0% total risk-based capital ratio. To be adequately capitalized, those ratios are 4.0%, 4.5%, 6.0% and 8.0%, respectively.
The Rules modify the manner in which certain capital elements are determined, including but not limited to, requiring certain deductions related to mortgage servicing rights and deferred tax assets. When the federal banking regulators initially proposed new capital rules in 2012, the rules would have phased out trust preferred securities as a component of Tier 1 capital. As finally adopted, however, the Rules permit holding companies with less than $15 billion in total assets as of December 31, 2009 (which includes the Company) to continue to include trust preferred securities issued prior to May 19, 2010 in Tier 1 capital, generally up to 25% of other Tier 1 capital. As a result, the Company will not be required to exclude our outstanding trust preferred securities from our Tier 1 capital calculations.
The Rules make changes in the methods of calculating certain risk-based assets, which in turn affects the calculation of risk- based ratios. Higher or more sensitive risk weights are assigned to various categories of assets, among which are commercial real estate, credit facilities that finance the acquisition, development or construction of real property, certain exposures or credit that are 90 days past due or are nonaccrual, foreign exposures, certain corporate exposures, securitization exposures, equity exposures and in certain cases mortgage servicing rights and deferred tax assets.
The Company and the Bank are generally required to begin compliance with the Rules on January 1, 2015. The conservation buffer will be phased in beginning in 2016 and will take full effect on January 1, 2019. Certain calculations under the Rules will also have phase-in periods. We believe that the current capital levels of the Company and the Bank are in compliance with the standards under the Rules including the conservation buffer as of the effective date, and we have taken additional steps, including the sale of MSRs in the quarter ended June 30, 2014, to increase our capital to prepare for compliance with these new standards.
Accounting Developments

See the Consolidated Financial Statements—Note 1, Summary of Significant Accounting Policies for a discussion of Accounting Developments.

8387


ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Management

The followingFor a discussion of the quantitative and qualitative disclosures about market risk, see Part I, Item 3 Quantitative and Qualitative Disclosures About Market Risk, Market Risk Management in our Quarterly Report on Form 10-Q for the period ended June 30, 2014, which discussion highlights developments since December 31, 2013 and should be read in conjunction with the Market Risk Management discussion within Part II, Item 7A Quantitative and Qualitative Disclosures About Market Risk in our 2013 Annual Report on Form 10-K. Since December 31, 2013, there have been no material changes in the types of risk management instruments we use or in our hedging strategies.

During the six months ending June 30, 2014, the Company undertook certain actions in order to adjust the interest rate risk sensitivity of its balance sheet. Specifically, the Company reduced the interest rate sensitivity of its available-for-sale investment securities and held-for-investment loan portfolios and extended the maturity of a portion of its FHLB borrowings. As a result of these combined actions, the estimated sensitivity of net interest income is positively correlated with changes in interest rates, meaning an increase (decrease) in interest rates would result in an increase (decrease) in net interest income.

Market risk is defined as the sensitivity of income, fair value measurements and capital to changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates or prices. The primary market risks that we are exposed to are price and interest rate risks. Price risk is defined as the risk to current or anticipated earnings or capital arising fromThere have been no material changes in the value of either assets or liabilities that are entered into as part of distributing or managing risk. Interest rate risk is defined as risk to current or anticipated earnings or capital arising from movements in interest rates.

For the Company, price and interest rate risks arise from the financial instruments and positions we hold. This includes loans, mortgage servicing rights, investment securities, deposits, borrowings, long-term debt and derivative financial instruments. Due to the nature of our operations, we are not subject to foreign currency exchange or commodity price risk. Our real estate loan portfolio is subject to risks associated with the local economies of our various markets and, in particular, the regional economy of the Pacific Northwest and, to a growing extent, California.

Our price and interest rate risks are managed by the Bank’s Asset/Liability Management Committee ("ALCO"), a management committee that identifies and manages the sensitivity of earnings or capital to changing interest rates to achieve our overall financial objectives. ALCO is a management-level committee whose members include the Chief Investment Officer, acting as the chair, the Chief Executive Officer and other members of management. The committee meets monthly and is responsible for:
understanding the nature and level of the Company's interest rate risk and interest rate sensitivity;
assessing how that risk fits within our overall business strategies;
ensuring an appropriate level of rigor and sophistication in theCompany���s market risk management process for the overall level of risk;
complying with and reviewing the asset/liability management policy;
formulating and implementing strategies to improve balance sheet mix and earnings.

The Finance Committee of the Bank's Board provides oversight of the asset/liability management process, reviews the results of interest rate risk analysis and approves relevant policies.

The spread between the yield on interest-earning assets and the cost of interest-bearing liabilities and the relative dollar amounts of these assets and liabilities are the principal items affecting net interest income. Changes in net interest spread (interest rate risk) are influenced to a significant degree by the repricing characteristics of assets and liabilities (timing risk), the relationship between various rates (basis risk), customer options (option risk) andsince June 30, 2014. Since December 31, 2013, there have been no material changes in the shapetypes of the yield curve (time-sensitive risk). We manage the available-for-sale investment securities portfolio while maintaining a balance between risk and return. The Company's funding strategy is to grow core deposits whilemanagement instruments we efficiently supplement using wholesale borrowings.

We estimate the sensitivity of our net interest income to changes in market interest rates using an interest rate simulation model that includes assumptions related to the level of balance sheet growth, deposit repricing characteristics and the rate of prepayments for multiple interest rate change scenarios. Interest rate sensitivity depends on certain repricing characteristicsuse or in our interest-earnings assets and interest-bearing liabilities, including the maturity structure of assets and liabilities and their repricing characteristics during the periods of changes in market interest rates. Effective interest rate risk management seeks to ensure both assets and liabilities respond to changes in interest rates within an acceptable timeframe, minimizing the impact of interest rate changes on net interest income and capital. Interest rate sensitivity is measured as the difference between the

84


volume of assets and liabilities, at a point in time, that are subject to repricing at various time horizons, known as interest rate sensitivity gaps.

The following table presents sensitivity gaps for these different intervals.
 June 30, 2014
(dollars in thousands)
3 Mos.
or Less
 
More Than
3 Mos.
to 6 Mos.
 
More Than
6 Mos.
to 12 Mos.
 
More Than
12 Mos.
to 3 Yrs.
 
More Than
3 Yrs.
to 5 Yrs.
 
More Than
5 Yrs.
 
Non-Rate-
Sensitive
 Total
                
Interest-earning assets:               
Cash & cash equivalents$74,991
 $—
 $—
 $—
 $—
 $—
 $—
 $74,991
FHLB Stock—
 —
 —
 —
 —
 34,618
 —
 34,618
Investment securities(1)
10,835
 6,828
 11,253
 85,071
 40,094
 300,885
 —
 454,966
Mortgage loans held for sale549,440
 —
 —
 —
 —
 —
 —
 549,440
Loans held for investment(1)
542,832
 116,243
 206,364
 414,976
 299,567
 254,839
 —
 1,834,821
Total interest-earning assets1,178,098
 123,071
 217,617
 500,047
 339,661
 590,342
 —
 2,948,836
Non-interest-earning assets—
 —
 —
 —
 —
 —
 286,840
 286,840
Total assets$1,178,098
 $123,071
 $217,617
 $500,047
 $339,661
 $590,342
 $286,840
 $3,235,676
Interest-bearing liabilities:               
NOW accounts (2)
$324,604
 $—
 $—
 $—
 $—
 $—
 $—
 $324,604
Statement savings accounts(2)
166,851
 —
 —
 —
 —
 —
 —
 166,851
Money market accounts(2)
996,473
 —
 —
 —
 —
 —
 —
 996,473
Certificates of deposit183,434
 80,799
 55,190
 124,439
 13,667
 —
 —
 457,529
FHLB advances288,500
 30,000
 —
 50,000
 —
 15,590
 —
 384,090
Securities sold under agreements to repurchase14,681
 —
 —
 —
 —
 —
 —
 14,681
Long-term debt (3)
61,857
 —
 —
 —
 —
 —
 —
 61,857
Total interest-bearing liabilities2,036,400
 110,799
 55,190
 174,439
 13,667
 15,590
 —
 2,406,085
Non-interest bearing liabilities—
 —
 —
 —
 —
 —
 541,342
 541,342
Equity—
 —
 —
 —
 —
 —
 288,249
 288,249
Total liabilities and shareholders’ equity$2,036,400
 $110,799
 $55,190
 $174,439
 $13,667
 $15,590
 $829,591
 $3,235,676
Interest sensitivity gap$(858,302) $12,272
 $162,427
 $325,608
 $325,994
 $574,752
    
Cumulative interest sensitivity gap$(858,302) $(846,030) $(683,603) $(357,995) $(32,001) $542,751
    
Cumulative interest sensitivity gap as a percentage of total assets(26.5)% (26.1)% (21.1)% (11.1)% (1.0)% 16.8%    
Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities57.9 % 60.6 % 69.0 % 84.9 % 98.7 % 122.6%    
(1)Based on contractual maturities, repricing dates and forecasted principal payments assuming normal amortization and, where applicable, prepayments.
(2)Assumes 100% of interest-bearing non-maturity deposits are subject to repricing in three months or less.
(3)
Based on contractual maturity.

As of June 30, 2014, the Bank was asset sensitive overall, but liability sensitive in the "three months or less" period. The positive gap in the interest rate sensitivity analysis indicates that our net interest income would rise in the long term if market interest rates increase and generally fall in the long term if market interest rates decline.

85



Changes in the mix of interest-earning assets or interest-bearing liabilities can either increase or decrease the net interest margin, without affecting interest rate sensitivity. In addition, the interest rate spread between an earning asset and its funding liability can vary significantly, while the timing of repricing for both the asset and the liability remains the same, thereby impacting net interest income. This characteristic is referred to as basis risk. Varying interest rate environments can create unexpected changes in prepayment levels of assets and liabilities that are not reflected in the interest rate sensitivity analysis. These prepayments may have a significant impact on our net interest margin. Because of these factors, an interest sensitivity gap analysis may not provide an accurate assessment of our actual exposure to changes in interest rates.

The estimated impact on our net interest income over a time horizon of one year and the change in net portfolio value as of June 30, 2014 and December 31, 2013 are provided in the table below. For the scenarios shown, the interest rate simulation assumes an instantaneous and sustained shift in market interest rates and no change in the composition or size of the balance sheet.
  June 30, 2014 December 31, 2013
Change in Interest Rates
(basis points)
 Percentage Change
 
Net Interest Income (1)
 
Net Portfolio Value (2)
 
Net Interest Income (1)
 
Net Portfolio Value (2)
         
+200 1.0 % (11.6)% (4.4)% (21.2)%
+100 0.5
 (4.0) (1.6) (10.9)
-100 (3.3) (3.9) (1.9) 7.8
-200 (7.1)% (6.1)% (3.0)% 6.7 %
(1)This percentage change represents the impact to net interest income and servicing income for a one-year period, assuming there is no change in the structure of the balance sheet.
(2)This percentage change represents the impact to the net present value of equity, assuming there is no change in the structure of the balance sheet.

At June 30, 2014, we believe our net interest income sensitivity did not exhibit a strong bias to either an increase in interest rates or a decline in interest rates. During the six months ended June 30, 2014, the Company has reduced the interest rate sensitivity of its assets and increased the interest rate sensitivity of its liabilities. It is expected that, as interest rates change, net interest income will be positively correlated with rate movements, i.e. an increase (decrease) in interest rates would result in an increase (decrease) in net interest income. Some of the assumptions made in the simulation model may not materialize and unanticipated events and circumstances will occur. In addition, the simulation model does not take into account any future actions that we could undertake to mitigate an adverse impact due to changes in interest rates from those expected, in the actual level of market interest rates or competitive influences on our deposits.hedging strategies.

ITEM 4CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The CompanyRegistrant carried out an evaluation, with the participation of our management, and under the supervision of our Chief Executive Officer and Chief Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
After the closing of the Registrant’s books for the quarter ended September 30, 2014 and during the preparation of the Registrant’s financial statements as of and for the three and nine month periods then ended, management discovered errors in the Registrant’s analysis of hedge effectiveness related to fair value hedge accounting for fourteen commercial loans and related swap or derivative instruments designed to hedge against benchmark interest rate risk (“Hedge Effectiveness Errors”). The loans and related swaps had been originated between 2006 and 2008. Management determined that the loans and related swaps had not been evaluated in accordance with the appropriate fair value hedging methodology. The Hedge Effectiveness Errors resulted in inaccurate calculations of changes in the loan fair values related to changes in the benchmark interest rate. Management further determined that management of the hedging effectiveness analysis and loan valuation by the Treasury Department had been ineffective and that there was insufficient oversight provided by the Accounting Department to ensure adherence to the relevant accounting principles and to provide for an effective system of internal controls relating to these assets and liabilities.
Following the discovery of the Hedge Effectiveness Errors, management determined that the circumstances reflected a deficiency in the Registrant’s internal accounting controls. Management then evaluated the materiality of the Hedge Effectiveness Errors to the current and prior accounting periods and determined the Hedge Effectiveness Errors were immaterial to all relevant periods. Management also evaluated the deficiency in its accounting controls based upon the potential maximum errors that could have resulted from the deficiency. Based upon that evaluation, our Chief Executive Officermanagement determined that the Registrant had experienced a material weakness in its internal accounting controls as of September 30, 2014.
Based on Management’s assessment of the Hedge Effectiveness Errors and Chiefrelated internal accounting control weakness, management determined that certain changes in the Registrant’s internal accounting controls and other actions will be implemented during the fourth quarter of 2014, including:
enhanced oversight by the Accounting OfficerDepartment of complex accounting for financial instruments within the Registrant’s Treasury Department;
termination of the swaps related to affected loans during the fourth quarter of 2014, an action that is expected to have no material impact upon the Registrant’s results of operations or financial condition;
terminating any remaining fair value hedge accounting relationships; and
amortizing the previously recorded changes in value of the affected loans over the remaining life of those loans, an amount that in the aggregate is immaterial to the Registrant’s results of operations and financial condition.

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In addition, the Registrant had ceased the lending and hedging practices from 2008 that gave rise to these errors and management has no plans to reestablish any similar practices or products.
Management has concluded that, our disclosure controls and procedures were effective as of JuneSeptember 30, 2014,. the Registrant’s internal controls over financial reporting were not effective for the reasons set forth above.

Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting that occurred during the quarter ended JuneSeptember 30, 2014 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 1LEGAL PROCEEDINGS

On or about October 10, 2014, a putative class action lawsuit related to the merger of Simplicity Bancorp with and into HomeStreet, captioned Bushansky vs. Simplicity Bancorp, Inc., et al. (Cause No. BC560508), was filed in the Superior Court of California, Los Angeles County, against Simplicity, each of Simplicity’s directors and HomeStreet, Inc. The action, brought by a purported shareholder of Simplicity, seeks certification of a class of all holders of Simplicity common stock (except the defendants and their affiliates) and alleges, among other things, that Simplicity’s directors breached their fiduciary duties by putting their personal interests ahead of those of Simplicity’s shareholders and failing to take adequate measures to protect the interests of Simplicity’s shareholders, and further alleges that HomeStreet aided and abetted such alleged breaches. The action seeks, among other things, an injunction against the merger and damages, as well as recovery of the costs of the action, including attorneys’ and experts’ fees. HomeStreet believes the claims alleged against it in the actions to be without merit and intends to defend against them vigorously. In addition, Simplicity has informed the Company that it also believes the allegations against it in the actions to be without merit, and that it intends to defend against the claims vigorously.

Because the nature of our business involves the collection of numerous accounts, the validity of liens and compliance with various state and federal lending laws, we are subject to various legal proceedings in the ordinary course of our business related to foreclosures, bankruptcies, condemnation and quiet title actions and alleged statutory and regulatory violations. We are also subject to legal proceedings in the ordinary course of business related to employment matters. We do not expect that these proceedings, taken as a whole, will have a material adverse effect on our business, financial position or our results of operations. There are currently no matters that, in the opinion of management, would have a material adverse effect on our consolidated financial position, results of operation or liquidity, or for which there would be a reasonable possibility of such a loss based on information known at this time.

ITEM 1ARISK FACTORS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this report.

We are growing rapidly, and we may be unable to manage our growth properly.

In 2012, HomeStreet completed its initial public offering of common stock. At that time HomeStreet had been operating under regulatory orders that had been imposed during the financial crisis of 2007 through 2010 as a result of HomeStreet Bank having experienced operating losses, capital impairment, asset quality deterioration and a number of related operational and management issues. In early 2010 we began recruiting a new management team, and the recapitalization brought about by our initial public offering, together with aggressive management strategies, helped us substantially improve all aspects of our operations and financial condition. As a result of a combination of these factors, our regulators removed all extraordinary restrictions on our operations by early 2013. In November 2013 we completed the simultaneous acquisitions by merger of Fortune Bank, headquartered in Seattle, and Yakima National Bank, headquartered in Yakima, Washington. In December 2013 we completed the acquisition of two Seattle branches from AmericanWest Bank. In September 2014, we announced the pending acquisition by merger of Simplicity Bancorp and the merger of Simplicity Bank with HomeStreet Bank ("Simplicity Merger"). That pending merger represents our third whole-bank acquisition in less than two years. Simultaneously, we have grown our mortgage origination operations opportunistically but quickly, opening new offices in the San Francisco Bay and Los Angeles areas of California in 2013 and 2014 while also continuing to grow those operations in our Pacific Northwest offices, and in October 2014 we announced plans to further expand our mortgage origination operations into Arizona beginning in the fourth quarter of 2014.

At the time we completed our IPO, and after giving effect to the $77.6 million in net proceeds from that offering, based on December 31, 2011 balances, we had total assets of approximately $2.4 billion, total deposits of approximately $2.0 billion, and total loans of approximately $1.5 billion, and we had approximately 600 employees. At September 30, 2014, we had total assets of approximately $3.5 billion, total deposits of $2.4 billion, total loans of approximately $2.7 billion, and approximately 1,600 employees. On a proforma basis giving effect to the Simplicity Merger, as of September 30, 2014, the combined company would have had total assets of approximately $4.1 billion, total deposits of $3.07 billion, and total loans of approximately $3.07 billion. Further, unlike the Fortune Bank and Yakima National Bank acquisitions, which together resulted in only modest geographic expansion, the Simplicity Merger represents a substantial geographic expansion of our commercial and consumer

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banking operations. We have plans to continue growing strategically, and we may also grow opportunistically from time to time. Growth can present substantial demands on management personnel, line employees, and other aspects of a bank’s operations, and those challenges are particularly pronounced when growth occurs rapidly. We may face difficulties in managing that growth, and we may experience a variety of adverse consequences, including:

loss of or damage to key customer relationships;
distraction of management from ordinary course operations;
loss of key employees or significant numbers of employees;
the potential of litigation from prior employers relating to the portability of their employees;
costs associated with opening new offices to accommodate our growth in employees;
increased costs related to hiring, training and providing initial compensation to new employees, which may not be recouped if those employees do not remain with us long enough to be profitable;
challenges in complying with legal and regulatory requirements in new jurisdictions;
inadequacies in our computer systems, accounting policies and procedures, and management personnel (some of which may be difficult to detect until other problems become manifest);
challenges integrating different systems, practices, and customer relationships;
an inability to attract and retain personnel whose experience and (in certain circumstances) business relationships promote the achievement of our strategic goals; and
increasing volatility in our operating results as we progress through these initiatives.

The pending acquisition of Simplicity and any future acquisitions could consume significant resources, present significant challenges in integration and may not be successful.

In the fourth quarter of 2013 we completed our acquisitions of Fortune Bank, Yakima National Bank and the two retail branches of AmericanWest Bank and in September 2014 we announced the Simplicity Merger. While we consider our 2013 acquisitions to be substantially integrated, we expect to close the Simplicity acquisition in the first half of 2015 and we may seek out other acquisitions in the near future as we look for ways to continue to grow our business and our market share. The Simplicity acquisition and any future acquisition we may undertake may involve numerous risks related to the investigation and consideration of the potential acquisition, the costs of undertaking such a transaction and, if we are successful in closing such transaction, the risks inherent in the integration of the acquired assets or entity into HomeStreet or HomeStreet Bank, including risks that arise after the transaction is completed. These risks include:

Diversion of management's attention from normal daily operations of the business;
Costs incurred in the process of vetting potential acquisition candidates which may not be recouped by the Company;
Difficulties in integrating the operations, technologies, and personnel of the acquired companies;
Difficulties in implementing, upgrading and maintaining our internal controls over financial reporting and our disclosure controls and procedures;
Inability to maintain the key business relationships and the reputations of acquired businesses;
Entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
Potential responsibility for the liabilities of acquired businesses;
Inability to maintain our internal standards, controls, procedures and policies at the acquired companies or businesses; and
Potential loss of key employees of the acquired companies.

Difficulties in pursuing or integrating any new acquisitions may increase our costs and adversely impact our financial condition and results of operations. Further, even if we successfully address these factors and are successful in closing the transaction and integrating the systems together, we may nonetheless experience customer losses, or we may fail to grow the acquired businesses as we intend.

Fluctuations in interest rates could adversely affect the value of our assets and reduce our net interest income and noninterest income, thereby adversely affecting our earnings and profitability.

Interest rates may be affected by many factors beyond our control, including general and economic conditions and the monetary and fiscal policies of various governmental and regulatory authorities. Increases in interest rates in early 2014 reduced our mortgage revenues in large part by drastically reducing the market for refinancings, which has negatively impacted our noninterest income and, to a lesser extent, our net interest income, as well as demand for our residential loan products and the revenue realized on the sale of loans. Our earnings are also dependent on the difference between the interest earned on loans and investments and the interest paid on deposits and borrowings. Changes in market interest rates impact the rates earned on

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loans and investment securities and the rates paid on deposits and borrowings and may negatively impact our ability to attract deposits, make loans and achieve satisfactory interest rate spreads, which could adversely affect our financial condition or results of operations. In addition, changes to market interest rates may impact the level of loans, deposits and investments and the credit quality of existing loans.

In addition, our securities portfolio includes securities that are insured or guaranteed by U.S. government agencies or government-sponsored enterprises and other securities that are sensitive to interest rate fluctuations. The unrealized gains or losses in our available-for-sale portfolio are reported as a separate component of shareholders' equity until realized upon sale. Future interest rate fluctuations may impact the value of these securities and as a result, shareholders' equity, causing material fluctuations from quarter to quarter. Failure to hold our securities until maturity or until market conditions are favorable for a sale could adversely affect our financial condition.

A significant portion of our noninterest income is derived from originating residential mortgage loans and selling them into the secondary market. That business has benefited from a long period of historically low interest rates. To the extent interest rates continue to rise, particularly if they rise substantially, we may experience a further reduction in mortgage financing of new home purchases and refinancing. These factors have negatively affected our mortgage loan origination volume and our noninterest income in the past and may do so again in the future.

Current economic conditions continue to pose significant challenges for us and could adversely affect our financial condition and results of operations.

Despite recent improvements in the economy and increases in interest rates, we are continuing to operate in an uncertain economic environment, including sluggish national and global conditions, accompanied by high unemployment and very low interest rates. Financial institutions continue to be affected by changing conditions in the real estate and financial markets, along with an arduous and changing regulatory climate.climate in which regulations passed in response to conditions and events during the economic downturn continue to be implemented. Recent improvements in the housing market may not continue, and a return to a recessionary economy could result in financial stress on our borrowers that may result in volatility in home prices, increased foreclosures and significant write-downs of asset values, all of which would adversely affect our financial condition and results of operations.


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In particular, we may face risks related to market conditions that may negatively impact our business opportunities and plans, such as:
Market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, resulting in increased delinquencies and default rates on loans and other credit facilities;
Regulatory scrutiny of the industry could further increase, leading to harsh regulation of our industry that could lead to a higher cost of compliance, limit our ability to pursue business opportunities and increase our exposure to the judicial system and the plaintiff’s bar;
The models we use to assess the creditworthiness of our customers may prove less reliable than we had anticipated in predicting future behaviors which may impair our ability to make good underwriting decisions;
If our forecasts of economic conditions and other economic predictions are not accurate, we may face challenges in accurately estimating the ability of our borrowers to repay their loans;
Further erosion in the fiscal condition of the U.S. Treasury may lead to new taxes limiting the ability of the Company to pursue growth and return profits to shareholders; and
Future political developments and fiscal policy decisions may create uncertainty in the marketplace.

If recovery from the economic recession slows or if we experience another recessionary dip, our ability to access capital and our business, financial condition and results of operations may be adversely impacted.

The proposed restructuring or replacement of Fannie Mae and Freddie Mac and changes in existing government-sponsored and federal mortgage programs could adversely affect our business.

We originate and purchase, sell and thereafter service single family and multifamily mortgages under the Fannie Mae, and to a lesser extent the Freddie Mac single family purchase programs and the Fannie Mae multifamily DUS program. Since the nationwide downturn in residential mortgage lending that began in 2007 and the placement of Fannie Mae and Freddie Mac into conservatorship, Congress and various executive branch agencies have offered a wide range of proposals aimed at restructuring these agencies. The Obama administration has called for scaling back the role of the U.S. government in, and promoting the return of private capital to, the mortgage markets and the reduction of the role of Fannie Mae and Freddie Mac in the mortgage markets by, among other things, reducing conforming loan limits, increasing guarantee fees and requiring larger down payments by borrowers with the ultimate goal of winding down Fannie Mae and Freddie Mac. As recently as January

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2014, the White House reaffirmed the view that housing finance reform should include ending Fannie Mae and Freddie Mac’s business model.

OneNotwithstanding the White House’s reaffirmed position, in May 2014 FHFA released a strategic plan relating to the conservatorships of the leading proposals being debated in Congress would eliminate Fannie Mae and Freddie Mac which no longer involves specific steps to contract Fannie Mae’s and replace them withFreddie Mac’s market presence, but retains a government-regulated cooperative authorizedgoal focused on ways to issue mortgage-backed securities with a governmental guarantee. Other proposals have suggested privatizingbring additional private capital into the system in order to reduce taxpayer risk. However, Congress has recently considered several bills to reform the housing finance system, including bills that, among other things, would require Fannie Mae and Freddie Mac. Mac to be wound down after a period of time and place certain restrictions on Fannie Mae’s and Freddie Mac’s activities prior to being wound down. We expect that Congress will continue to hold hearings and consider legislation on the future status of Fannie Mae and Freddie Mac, including proposals that would result in Fannie Mae’s liquidation or dissolution.

We cannot predict howbe certain if or when CongressFannie Mae and Freddie Mac ultimately will actbe restructured or wound down, if or when additional reform of the housing finance market will be implemented or what the future role of the U.S. government will be in responsethe mortgage market, and, accordingly, we will not be able to these or other proposals.determine the impact that any such reform may have on us until a definitive reform plan is adopted. However, any restructuring or replacement of Fannie Mae and Freddie Mac that restricts the current loan purchase programs of those entities may have a material adverse effect on our business and results of operations. Moreover, we have recorded on our balance sheet an intangible asset (mortgage servicing rights, or MSRs) relating to our right to service single and multifamily loans sold to Fannie Mae and Freddie Mac. That MSR asset was valued at $118.0$124.6 million at JuneSeptember 30, 2014.2014. Changes in the policies and operations of Fannie Mae and Freddie Mac or any replacement for or successor to those entities that adversely affect our single family residential loan and DUS mortgage servicing assets may require us to record impairment charges to the value of these assets, and significant impairment charges could be material and adversely affect our business.

In addition, our ability to generate income through mortgage sales to institutional investors depends in part on programs sponsored by Fannie Mae, Freddie Mac and Ginnie Mae, which facilitate the issuance of mortgage-backed securities in the secondary market. Any discontinuation of, or significant reduction in, the operation of those programs could have a material adverse effect on our loan origination and mortgage sales as well as our results of operations. Also, any significant adverse change in the level of activity in the secondary market or the underwriting criteria of these entities could negatively impact our results of business, operations and cash flows.

We may need to increase our capital to be prepared to comply with more stringent capital requirements under Basel III beginning on January 1, 2015.

In July 2013, the U.S. federal banking regulators (including the Federal Reserve and FDIC) jointly announced the adoption of new rules relating to capital standards requirements, including requirements contemplated by Section 171 of the Dodd-Frank Act as well as certain standards initially adopted by the Basel Committee on Banking Supervision, which standards are commonly referred to as Basel III. A substantial portion of these rules will apply to both the Company and the Bank beginning in January 2015. As part of these new rules, both the Company and the Bank will be required to have a common equity Tier 1

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capital ratio of 4.5%, have a Tier 1 leverage ratio of 4.0%, a Tier 1 risk-based ratio of 6.0% and a total risk-based ratio of 8.0%. In addition, both the Company and the Bank will be required to establish a “conservation buffer”, consisting of common equity Tier 1 capital, equal to 2.5%, which means in effect that in order to prevent certain regulatory restrictions, the common equity Tier 1 capital ratio requirement will be 7.0%, the Tier 1 risk-based ratio requirement will be 8.5% and the total risk-based ratio requirement will be 10.5%. In this regard, any institution that does not meet the conservation buffer will be subject to restrictions on certain activities including payment of dividends, stock repurchases and discretionary bonuses to executive officers. The requirement for a conservation buffer will be phased in beginning in 2016 and will take full effect on January 1, 2019.

Additional prompt corrective action rules will apply to the Bank, including higher ratio requirements for the Bank to be considered well-capitalized. The new rules also modify the manner for determining when certain capital elements are included in the ratio calculations. Under current capital standards, the effects of accumulated other comprehensive income items included in capital are excluded for the purposes of determining regulatory capital ratios. Under Basel III, the effects of certain accumulated other comprehensive items are not excluded; however, banking organizations that are not required to use advanced approaches, including the Company and the Bank, may make a one-time permanent election to continue to exclude these items. The Company and Bank expect to make this election in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of the Company's securities portfolio.

In addition, deductions include, for example, the requirement that mortgage servicing rights, certain deferred tax assets not dependent upon future taxable income and significant investments in non-consolidated financial entities be deducted from the

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new common equity Tier 1 capital to the extent that any one such category exceeds 10% of new common equity Tier 1 capital, or all such categories in the aggregate exceed 15% of new common equity Tier 1 capital. Maintaining higher capital levels may result in lower profits for the Company as we will not be able to grow our lending as quickly as we might otherwise be able to do if we were to maintain lower capital levels. See “Regulation and Supervision of Home Street Bank - Capital and Prompt Corrective Action Requirements - New Capital Regulations” in Item 1 of our Form 10-K for the year ended December 31, 2013 previously filed with the SEC.

The sale of approximately 24% of our MSR portfolio in the second quarter of 2014 was consummated in part to facilitate balance sheet and capital management in preparation for Basel III. The application of more stringent capital requirements could, among other things, result in lower returns on invested capital and result in regulatory actions if we were to be unable to comply with such requirements.

We are subject to extensive regulation that may restrict our activities, including declaring cash dividends or capital distributions, and imposes financial requirements or limitations on the conduct of our business.

Our operations are subject to extensive regulation by federal, state and local governmental authorities, including the FDIC, the Washington Department of Financial Institutions and the Federal Reserve, and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations. Because our business is highly regulated, the laws, rules and regulations to which we are subject are evolving and change frequently. Changes to those laws, rules and regulations are also sometimes retroactively applied. Examination findings by the regulatory agencies may result in adverse consequences to the Company or the Bank. We have, in the past, been subject to specific regulatory orders that constrained our business and required us to take measures that investors may have deemed undesirable, and we may again in the future be subject to such orders if banking regulators were to determine that our operations require such restrictions. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the authority to restrict our operations, adversely reclassify our assets, determine the level of deposit premiums assessed and require us to increase our allowance for loan losses.

The Dodd-Frank Act is expected to increase our costs of operations and may have a material negative effect on us.

The Dodd-Frank Act significantly changed the laws as they apply to financial institutions and revised and expanded the rulemaking, supervisory and enforcement authority of federal banking regulators. It is also expected to have a material impact on our relationships with current and future customers.

Some of these changes were effective immediately, though many are being phased in gradually. In addition, the statute in many instances calls for regulatory rulemaking to implement its provisions. While some provisions are now being implemented, such
as the Basel III capital standards which take effect beginning on January 1, 2015, not all of the regulations called for by
Dodd-Frank have been completed or are in effect, so the precise contours of the law and its effects on us cannot yet be fully understood. The provisions of the Dodd-Frank Act and the subsequent exercise by regulators of their revised and expanded powers thereunder could materially and negatively impact the profitability of our business, the value of assets we hold or the

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collateral available for our loans, require changes to business practices or force us to discontinue businesses and expose us to additional costs, taxes, liabilities, enforcement actions and reputational risk. For example, the Dodd-Frank Act imposes a requirement that private securitizers of mortgage and other asset backed securities retain, subject to certain exemptions, not less than five percent of the credit risk of the mortgages or other assets backing the securities. The regulatory agencies released the final Risk Retention rules on October 22, 2014 to be effective in one year for residential mortgage-backed securitizations and in two years for all other securitization types. See “Regulation and Supervision” in Item 1 of our Form 10-K for the year ended December 31, 2013 previously filed with the SEC.

New federal and state legislation, case law or regulatory action may negatively impact our business.

Enacted legislation, including the Dodd-Frank Act, as well as future federal and state legislation, case law and regulations could require us to revise our operations and change certain business practices, impose additional costs, reduce our revenue and earnings and otherwise adversely impact our business, financial condition and results of operations. For instance,

Recent legislation and court decisions with precedential value could allow judges to modify the terms of residential mortgages in bankruptcy proceedings and could hinder our ability to foreclose promptly on defaulted mortgage loans or expand assignee liability for certain violations in the mortgage loan origination process, any or all of which could adversely affect our business or result in our being held responsible for violations in the mortgage loan origination process.

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Congress and various regulatory authorities have proposed programs that would require a reduction in principal balances of “underwater” residential mortgages, which if implemented would tend to reduce loan servicing income and which might adversely affect the carrying values of portfolio loans.
RecentThe Washington state supreme court has ruled that Mortgage Electronic Registration System, Inc. (“MERS”) does not meet the definition of “beneficiary” under Washington’s deed of trust act, requiring additional steps to be taken to appoint a successor trustee prior to initiating a non-judicial foreclosure in that state or necessitating a judicial foreclosure process for MERS-related mortgages. Court cases in Oregon and Washington have challenged whether Mortgage Electronic Registration Systems, Inc. (“MERS”) meets the statutory definition of deed of trust beneficiarybrought similar challenges regarding MERS under applicableOregon state laws. .law.  While the Oregon Supreme Court has ruled on the appeal of several lower-court MERS cases, enough ambiguity exists in the ruling that we and other servicers of MERS-related loans have elected to foreclose primarily through judicial procedures in Oregon, resulting in increased foreclosure costs, longer foreclosure timelines and additional delays.   If state courts in  Washington or other states where we do significant business issue similar decisions in the cases pending before them, our foreclosure costs and foreclosure timelines may continue to increase, which in turn, could increase our single family loan delinquencies, servicing costs, and adversely affect our cost of doing business and results of operations.

These or other judicial decisions or legislative actions, if upheld or implemented, may limit our ability to take actions that may be essential to preserve the value of the mortgage loans we service or hold for investment. Any restriction on our ability to foreclose on a loan, any requirement that we forego a portion of the amount otherwise due on a loan or any requirement that we modify any original loan terms may require us to advance principal, interest, tax and insurance payments, which would negatively impact our business, financial condition, liquidity and results of operations. Given the relatively high percentage of our business that derives from originating residential mortgages, any such actions are likely to have a significant impact on our business, and the effects we experience will likely be disproportionately high in comparison to financial institutions whose residential mortgage lending is more attenuated.

In addition, while these legislative and regulatory proposals and courts decisions generally have focused primarily, if not exclusively, on residential mortgage origination and servicing, other laws and regulations may be enacted that affect the manner in which we do business and the products and services that we provide, restrict our ability to grow through acquisition, restrict our ability to compete in our current business or expand into any new business, and impose additional fees, assessments or taxes on us or increase our regulatory oversight.

Termination of the merger agreement could adversely impact our financial results and stock price.

On September 27, 2014, we entered into a merger agreement pursuant to which we have agreed to acquire Simplicity Bancorp. We expect to close that transaction in the first half of 2015, but it remains subject to certain closing conditions, including regulatory approvals and certain shareholder approvals. In addition, Simplicity has the ability to terminate the merger agreement in certain circumstances, including in order to pursue a superior offer. If the merger agreement is terminated, there may be various consequences. For example, HomeStreet’s businesses may be impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger, without realizing any of the anticipated benefits of completing the merger. HomeStreet has incurred substantial costs in connection with the merger agreement, including legal and accounting fees, investment banking fees, printing charges and filing fees. If the merger agreement is terminated, HomeStreet will be required to recognize an operating expense in the amount of such costs in the period in which the merger agreement is terminated, and unless a termination fee is due from Simplicity in connection with the closing, HomeStreet will not receive any reimbursement for those expenses. Additionally, if the merger agreement is terminated, the market price of our common stock could decline to the extent that the current market prices reflect a market assumption that the merger will be completed.

Pending litigation against Simplicity and HomeStreet could result in an injunction preventing the effective time or a judgment resulting in the payment of damages.

In connection with the merger, purported Simplicity stockholders have filed at least one putative shareholder class action lawsuit against Simplicity, the members of the Simplicity board of directors and HomeStreet. Among other remedies, the plaintiffs seek to enjoin the merger. If the pending case and any similar cases are not resolved, these lawsuits could prevent or delay completion of the merger and result in substantial costs to HomeStreet and Simplicity, including any costs associated with the indemnification of directors and officers. Plaintiffs may file additional lawsuits against HomeStreet, Simplicity and/or the directors and officers of either company in connection with the merger. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect HomeStreet’s business, financial condition, results of operations and cash flows.


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New CFPB regulations which took effect in January 2014 may negatively impact our residential mortgage loan business and compliance risk.

Our consumer business, including our mortgage, credit card, and other consumer lending and non-lending businesses, may be adversely affected by the policies enacted or regulations adopted by the Consumer Financial Protection Bureau (CFPB) which has broad rulemaking authority over consumer financial products and services. In January 2014 new federal regulations promulgated by the CFPB took effect which impact how we originate and service residential mortgage loans. The new regulations, among other things, require mortgage lenders to assess and document a borrower’s ability to repay their mortgage loan. The regulations provide borrowers the ability to challenge foreclosures and sue for damages based on allegations that the lender failed to meet the standard for determining the borrower’s ability to repay their loan. While the regulations include presumptions in favor of the lender based on certain loan underwriting criteria, it is uncertain how these presumptions will be construed and applied by courts in the event of litigation. The ultimate impact of these new regulations on the lender’s enforcement of its loan documents in the event of a loan default, and the cost and expense of doing so, is uncertain, but may be

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significant. In addition, the secondary market demand for loans that do not fall within the presumptively safest category of a “qualified mortgage” as defined by the CFPB is uncertain.

The new regulations also require changes to certain loan servicing procedures and practices. The new servicing rules will, among other things, result in increased foreclosure costs and longer foreclosure timelines in the event of loan default, and failure to comply with the new servicing rules may result in additional litigation and compliance risk.

The CFPB recently proposed additional rules under the Home Mortgage Disclosure Act (“HMDA”) that are intended to improve information reported about the residential mortgage market and increase disclosure about consumer access to mortgage credit. As drafted, the proposed updates to the HMDA increase the types of dwelling-secured loans that would be subject to the disclosure requirements of the rule and expands the categories of information that financial institutions such as the Bank would be required to report with respect to such loans and such borrowers, including potentially sensitive customer information. If implemented, these changes would increase our compliance costs due to the need for additional resources to meet the enhanced disclosure requirements, including additional personnel and training costs as well as informational systems to allow the Bank to properly capture and report the additional mandated information. In addition, because of the anticipated volume of new data that would be required to be reported under the updated rules, the Bank would face an increased risk of errors in the information. More importantly, because of the sensitive nature of some of the additional customer information to be included in such reports, the Bank would face a higher potential for a security breach resulting in the disclosure of sensitive customer information in the event the HMDA reporting files were obtained by an unauthorized party. The comment period for these proposed rules closed on October 29, 2014 and the final rules have not yet been released.

While the full impact of CFPB's activities on our business is still unknown, we anticipate that the proposed rule change under the HMDA and other CFPB actions that may follow may increase our compliance costs and require changes in our business practices as a result of new regulations and requirements and could limit the products and services we are able to provide to customers. We are unable to predict whether U.S. federal, state or local authorities, or other pertinent bodies, will enact legislation, laws, rules, regulations, handbooks, guidelines or similar provisions that will affect our business or require changes in our practices in the future, and any such changes could adversely affect our cost of doing business and profitability. See “Regulation and Supervision - Regulation and Supervision” in Item 1 of our Form 10-K for the year ended December 31, 2013 previously filed with the SEC.

Our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and we use estimates in determining the fair value of certain of our assets, which estimates may prove to be imprecise and result in significant changes in valuation.

A portion of our assets are carried on the balance sheet at fair value, including investment securities available for sale, mortgage servicing rights related to single family loans and single family loans held for sale. Generally, for assets that are reported at fair value, we use quoted market prices or internal valuation models that utilize observable market data inputs to estimate their fair value. In certain cases, observable market prices and data may not be readily available or their availability may be diminished due to market conditions. We use financial models to value certain of these assets. These models are complex and use asset-specific collateral data and market inputs for interest rates. Although we have processes and procedures in place governing internal valuation models and their testing and calibration, such assumptions are complex as we must make judgments about the effect of matters that are inherently uncertain. Different assumptions could result in significant changes in valuation, which in turn could affect earnings or result in significant changes in the dollar amount of assets reported on the balance sheet.


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If we fail to maintain effective systems of internal and disclosure control, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our securities.

Effective internal and disclosure controls are necessary for us to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. As part of our ongoing monitoring of internal control we may from time to time discover deficiencies in our internal control as defined under standards adopted by the Public Company Accounting Oversight Board, or PCAOB, that require remediation. Under the PCAOB standards, a “material weakness” is a significant deficiency or combination of significant deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. A “significant deficiency” is a control deficiency or combination of control deficiencies, that adversely affect a company’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is a more than remote likelihood that a misstatement of a company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected.

Following the closing of our books for the third quarter of 2014, management discovered a deficiency in our internal control over financial reporting relating to the evaluation of certain hedging instruments. Management investigated this deficiency in light of the extent to which misstatements had resulted in our prior period reports, and determined that the amount of actual misstatements was immaterial for each of the prior periods and in the aggregate. However, we also examined the deficiencies in light of the maximum possible error that could have resulted from the deficiencies, and determined that such an amount could have been material. As a result, this Quarterly Report on Form 10-Q identifies and discusses a deficiency in our disclosure controls and procedures, and notes that we intend to take certain remedial measures to improve our internal control over financial reporting. However, we cannot offer assurances that these remedial measures will completely resolve the deficiencies that we have identified, or that we do not have other undiscovered deficiencies in our disclosure controls and procedures or our internal control over financial reporting.

If we discover additional deficiencies in our internal controls, we may also identify defects in our disclosure controls and procedures that require remediation. If we discover additional deficiencies, we will take affirmative steps to improve our internal and disclosure controls. However, there is no assurance that we will be successful. Any failure to maintain effective controls or timely effect any necessary improvement of our internal and disclosure controls could harm operating results or cause us to fail to meet our reporting obligations. Ineffective internal and disclosure controls, including the deficiencies identified in this report, could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our securities.

HomeStreet, Inc. primarily relies on dividends from the Bank and payment of dividends by the Bank may be limited by applicable laws and regulations.

HomeStreet, Inc. is a separate legal entity from the Bank, and although we domay receive some dividends from HomeStreet Capital Corporation, the primary source of our funds from which we service our debt, pay dividends to our shareholders and otherwise satisfy our obligations is dividends from the Bank. The availability of dividends from the Bank is limited by various statutes and regulations, as well as by our policy of retaining a significant portion of our earnings to support the Bank's operations. New capital rules will also impose more stringent capital requirements to maintain “well capitalized” status which may additionally impact the Bank’s ability to pay dividends to the Company. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Management – New Capital Regulations” as well as “Regulation of Home Street Bank - Capital and Prompt Corrective Action Requirements - New CapitalCapital Rules” in Item 1 of our Form 10-K for the year ended December 31, 2013 previously filed with the SEC. If the Bank cannot pay dividends to us, we may be limited in our ability to service our debts, fund the Company's operations and acquisition plans and pay dividends to the Company's shareholders. While the Company has made special dividend distributions to its public shareholders in recentprior quarters, the Company has not adopted a dividend policy and the board of directors determined that it is in the best interests of the shareholders not to declare a dividend to be paid in the second

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and third quartersquarter of 2014. As such, our dividends are not regular and are subject to restriction due to cash flow limitations, capital requirements, capital needs of the business or other factors.


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We cannot assure you that we will remain profitable.

We have sustained significant losses in the past and our profitability has declined in recent quarters. We cannot guarantee that we will remain profitable or be able to maintain the level of profit we are currently experiencing. Many factors determine whether or not we will be profitable, and our ability to remain profitable is threatened by a myriad of issues, including:

Further increases in interest rates may continue to limit our ability to make loans, decrease our net interest income and noninterest income, reduce demand for loans, increase the cost of deposits and otherwise negatively impact our financial situation;
Volatility in mortgage markets, which is driven by factors outside of our control such as interest rate changes, housing inventory and general economic conditions, may negatively impact our ability to originate loans and change the fair value of our existing loans and servicing rights;
Changes in regulations that impact the Company or the Bank and may limit our ability to offer certain products or services or may increase our costs of compliance;
Increased costs from growth through acquisition could exceed the income growth anticipated from these opportunities, especially in the short term as these acquisitions are integrated into our business;
Changes in government-sponsored enterprises and their ability to insure or to buy our loans in the secondary market may result in significant changes in our ability to recognize income on sale of our loans to third parties;
Competition in the mortgage market industry may drive down the interest rates we are able to offer on our mortgages, which will negatively impact our net interest income;
Changes in the cost structures and fees of government-sponsored enterprises to whom we sell many of these loans may compress our margins and reduce our net income and profitability; and
Our hedging strategies to offset risks related to interest rate changes may not prove to be successful and may result in unanticipated losses for the Company.

These and other factors may limit our ability to generate revenue in excess of our costs, which in turn may result in a lower rate of profitability or even substantial losses for the Company.

We have been pursuing an aggressive growth strategy within both our single family mortgage banking and Commercial Bank business segments through hiring of additional personnel, and the costs associated with that growth may not keep pace with the anticipated increase in our revenues.

Beginning in February of 2012, we have hired a substantial number of loan and support personnel in both our traditional markets and in additional Western states and we expect to continue to grow our business through opportunistic hiring of additional loan origination and servicing personnel.In addition to increasing our exposure to a more volatile single family mortgage banking segment of our business by increasing the number of originators of such loans, the aggressive growth strategy for both the single family Mortgage Banking segment and the Commercial and Consumer Banking segment of our business exposes us to potential additional risks, including:

Expenses related to hiring and training a large number of new employees;
Higher compensation costs relative to production in the initial months of new employment;
Increased compliance costs;
Costs associated with opening new offices that may be needed to provide for the new employees;
New state laws and regulations to which we have not been previously subject;
Diversion of management’s attention from the daily operations of other aspects of the business;
The potential of litigation related from prior employers related to the portability of their employees;
The potential loss of our investment in new employees who are terminated or seek to leave the Company prior to being profitable to us;
The potential loss of other key employees.


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We cannot give assurance that these costs and other risks will be fully offset or mitigated by potentially increased revenue generated by the expansion in this business line in the near future, or at all.

Future acquisitions could consume significant resources, present significant challenges in integration and may not be successful.

In the fourth quarter of 2013 we completed our acquisitions of Fortune Bank, Yakima National Bank and the two retail branches of AmericanWest Bank. While we consider those acquisitions to be substantially integrated, we may seek out other acquisitions in the near future as we look for ways to continue to grow our business and our market share. Any future acquisition we may undertake may involve numerous risks related to the investigation and consideration of the potential
acquisition, the costs of undertaking such a transaction and, if we are successful in closing such transaction, the risks inherent in the integration of the acquired assets or entity into HomeStreet or HomeStreet Bank, including risks that arise after the transaction is completed. These risks include:

Diversion of management's attention from normal daily operations of the business;
Costs incurred in the process of vetting potential acquisition candidates which may not be recouped by the Company;
Difficulties in integrating the operations, technologies, and personnel of the acquired companies;
Difficulties in implementing internal controls over financial reporting;
Inability to maintain the key business relationships and the reputations of acquired businesses;
Entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
Potential responsibility for the liabilities of acquired businesses;
Inability to maintain our internal standards, controls, procedures and policies at the acquired companies or businesses; and
Potential loss of key employees of the acquired companies.

Difficulties in pursuing or integrating any new acquisitions may increase our costs and adversely impact our financial condition and results of operations. Further, even if we successfully address these factors and are successful in closing the transaction and integrating the systems together, we may nonetheless experience customer losses, or we may fail to grow the acquired businesses as we intend.

Federal, state and local consumer protection laws may restrict our ability to offer and/ or increase our risk of liability with respect to certain products and services and could increase our cost of doing business.

Federal, state and local laws have been adopted that are intended to eliminate certain practices considered “predatory” or “unfair and deceptive”.” These laws prohibit practices such as steering borrowers away from more affordable products, failing to disclose key features, limitations, or costs related to products and services, selling unnecessary insurance to borrowers, repeatedly refinancing loans, imposing excessive fees for overdrafts, and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. It is our policy not to make predatory loans or engage in deceptive practices, but these laws and regulations create the potential for liability with respect to our lending, servicing, loan investment and deposit taking activities. As we offer products and services to customers in additional states, we may become subject to additional state and local laws designed to protect consumers. The additional laws and regulations may increase our cost of doing business, and ultimately may prevent us from making certain loans, offering certain products, and may cause us to reduce the average percentage rate or the points and fees on loans and other products and services that we do provide.

The significant concentration of real estate secured loans in our portfolio has had and may continue to have a negative impact on our asset quality and profitability.

Substantially all of our loans are secured by real property. Our real estate secured lending is generally sensitive to national, regional and local economic conditions, making loss levels difficult to predict. Declines in real estate sales and prices, significant increases in interest rates, and a degeneration in prevailing economic conditions may result in higher than expected loan delinquencies, foreclosures, problem loans, OREO, net charge-offs and provisions for credit and OREO losses. Although real estate prices are stable in the markets in which we operate, if market values decline, the collateral for our loans may provide less security and our ability to recover the principal, interest and costs due on defaulted loans by selling the underlying real estate will be diminished, leaving us more likely to suffer additional losses on defaulted loans. Such declines may have a

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greater effect on our earnings and capital than on the earnings and capital of financial institutions whose loan portfolios are more geographically diversified.


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Worsening conditions in the real estate market and higher than normal delinquency and default rates on loans could cause other adverse consequences for us, including:

The reduction of cash flows and capital resources, as we are required to make cash advances to meet contractual obligations to investors, process foreclosures, and maintain, repair and market foreclosed properties;
Declining mortgage servicing fee revenues because we recognize these revenues only upon collection;
Increasing loan servicing costs;
Declining fair value on our mortgage servicing rights; and
Declining fair values and liquidity of securities held in our investment portfolio that are collateralized by mortgage obligations.

Our allowance for loan losses may prove inadequate or we may be negatively affected by credit risk exposures. Future additions to our allowance for loan losses will reduce our earnings.

Our business depends on the creditworthiness of our customers. As with most financial institutions, we maintain an allowance for loan losses to provide for defaults and nonperformance, which represents management's best estimate of probable incurred losses inherent in the loan portfolio. Management's estimate is the result of our continuing evaluation of specific credit risks and loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, industry concentrations and other factors that may indicate future loan losses. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and judgment and requires us to make estimates of current credit risks and future trends, all of which may undergo material changes. Generally, our nonperforming loans and OREO reflect operating difficulties of individual borrowers and weaknesses in the economies of the markets we serve. This allowance may not be adequate to cover actual losses, and future provisions for losses could materially and adversely affect our financial condition, results of operations and cash flows.
In addition, as a result of our acquisitions of Fortune Bank, Yakima National Bank and two branches of AmericanWest Bank in the second half of 2013, we have added the loans previously held by the acquired companies or related to the acquired branches to our books. AnyThe pending acquisition of Simplicity and any future acquisitions we may make will have a similar result. Although we review loan quality as part of our due diligence in considering any acquisition, the addition of such loans may increase our credit risk exposure, requiring an increase in our allowance for loan losses or we may experience adverse effects to our financial condition, results of operations and cash flows stemming from losses on those additional loans.

Our real estate lending also exposes us to environmental liabilities.

In the course of our business, it is necessary to foreclose and take title to real estate, which could subject us to environmental liabilities with respect to these properties. Hazardous substances or waste, contaminants, pollutants or sources thereof may be discovered on properties during our ownership or after a sale to a third party. We could be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination, or may be required to investigate or clean up hazardous or toxic substances or chemical releases at such properties. The costs associated with investigation or remediation activities could be substantial and could substantially exceed the value of the real property. In addition, as the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. We may be unable to recover costs from any third party. These occurrences may materially reduce the value of the affected property, and we may find it difficult or impossible to use or sell the property prior to or following any environmental remediation. If we ever become subject to significant environmental liabilities, our business, financial condition and results of operations could be materially and adversely affected.

A failure in or breach of our security systems or infrastructure, or those of our third party vendors and other service providers, resulting from cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

Information security risks for financial institutions have generally increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties. Those parties

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also may attempt to fraudulently induce employees, customers, or other users of our systems to disclose confidential information in order to gain access to our data or that of our customers. Our operations rely on the secure processing, transmission and storage of confidential information in our computer systems and networks, either managed directly by us or through our data processing vendors. In addition, to access our products and services, our customers may use personal

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smartphones, tablet PCs, and other mobile devices that are beyond our control systems. Although we believe we have robust information security procedures and controls, we are heavily reliant on our third party vendors, and our vendors’ or our own
our technologies, systems, networks and our customers' devices may become the target of cyber-attacks, computer viruses, malicious code, unauthorized access, hackers or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of Company or our customers' confidential, proprietary and other information, or otherwise disrupt the Company's or its customers' or other third parties' business operations.

Third parties with which we do business or that facilitate our business activities, including exchanges, clearing houses, financial intermediaries or vendors that provide services or security solutions for our operations, could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems or capacity constraints. In addition, some of our primary third party service providers may be subject to enhanced regulatory scrutiny due to regulatory findings during examinations of such service provider(s) conducted by federal regulators. While we have and will subject such vendor(s) to higher scrutiny and monitor any corrective measures that the vendor(s) are or would undertake, we are not able to fully mitigate any risk which could result from a breach or other operational failure caused by this, or any other vendor’s breach.

To date we are not aware of any material losses relating to cyber-attacks or other information security breaches, but there can be no assurance that we will not suffer such attacks and losses in the future. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, our plans to continue to implement our Internet banking and mobile banking channel, our expanding operations and the outsourcing of a significant portion of our business operations. As a result, cybersecurity and the continued development and enhancement of our controls, processes and practices designed to protect customer information, our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for the Company. As cyber threats continue to evolve, we may be required to expend significant additional resources to insure, to continue to modify or enhance our protective measures or to investigate and remediate important information security vulnerabilities, however, our measures may be insufficient to prevent physical .and electronic break-ins, denial of service and other cyber-attacks or security breaches.

Disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber-attacks or security breaches of the networks, systems or devices that our customers use to access our products and services could result in customer attrition, financial losses, the inability of our customers to transact business with us, violations of applicable privacy and other laws, regulatory fines, penalties or intervention, additional regulatory scrutiny, reputational damage, litigation, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially and adversely affect our results of operations or financial condition.

The network and computer systems on which we depend could fail or experience security breaches.

Our computer systems could be vulnerable to unforeseen problems. Because we conduct a part of our business over the Internet and outsource several critical functions to third parties, operations will depend on our ability, as well as the ability of third-party service providers, to protect computer systems and network infrastructure against damage from fire, power loss, telecommunications failure, physical break-ins or similar catastrophic events. Any damage or failure that causes interruptions in operations may compromise our ability to perform critical functions in a timely manner and could have a material adverse effect on our business, financial condition and results of operations as well as our reputation and customer or vendor relationships.

In addition, a significant barrier to online financial transactions is the secure transmission of confidential information over public networks. Our Internet banking system relies on encryption and authentication technology to provide the security and authentication necessary to effect secure transmission of confidential information. Advances in computer capabilities, new discoveries in the field of cryptography or other developments could result in a compromise or breach of the algorithms our third-party service providers use to protect customer transaction data. If any such compromise of security were to occur, it could have a material adverse effect on our business, financial condition and results of operations.

The failure to protect our customers’ confidential information and privacy could adversely affect our business.

We are subject to state and federal privacy regulations and confidentiality obligations that, among other things restrict the use and dissemination of, and access to, the information that we produce, store or maintain in the course of our business. We also

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have contractual obligations to protect certain confidential information we obtain from our existing vendors and customers. These obligations generally include protecting such confidential information in the same manner and to the same extent as we protect our own confidential information, and in some instances may impose indemnity obligations on us relating to unlawful or unauthorized disclosure of any such information.

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The actions we may take in order to promote compliance with these obligations vary by business segment and may change over time, but may include, among other things:
training and educating our employees and independent contractors regarding our obligations relating to confidential information;
monitoring changes in state or federal privacy and compliance requirements;
drafting and enforcing appropriate contractual provisions into any contract that raises proprietary and confidentiality issues;
maintaining secure storage facilities and protocols for tangible records;
physically and technologically securing access to electronic information; and
in the event of a security breach, providing credit monitoring or other services to affected customers.
If we do not properly comply with privacy regulations and protect confidential information, we could experience adverse consequences, including regulatory sanctions, penalties or fines, increase compliance costs, litigation and damage to our reputation, which in turn could result in decreased revenues and loss of customers, all of which would have a material adverse effect on our business, financial condition and results of operations.
Our operations could be interrupted if our third-party service and technology providers experience difficulty, terminate their services or fail to comply with banking regulations

We depend, and will continue to depend, to a significant extent, on a number of relationships with third-party service and technology providers. Specifically, we receive core systems processing, essential web hosting and other Internet systems and deposit and other processing services from third-party service providers. If these third-party service providers, or if any parties to whom our third party service providers have subcontracted services, experience difficulties or terminate their services and we are unable to replace them with other service providers, our operations could be interrupted and our operating expenses may be materially increased. If an interruption were to continue for a significant period of time, our business financial condition and results of operations could be materially adversely affected.

We continually encounter technological change, and we may have fewer resources than many of our competitors to continue to invest in technological improvements.

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations. Many national vendors provide turn-key services to community banks, such as Internet banking and remote deposit capture that allow smaller banks to compete with institutions that have substantially greater resources to invest in technological improvements. We may not be able, however, to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

We may be required to recognize impairment with respect to investment securities, including the FHLB stock we hold.

Our securities portfolio currently includes securities with unrecognized losses. We may continue to observe declines in the fair market value of these securities. We evaluate the securities portfolio for any other than temporary impairment each reporting period. In addition, as a condition of membership in the FHLB, we are required to purchase and hold a certain amount of FHLB stock. Our stock purchase requirement is based, in part, upon the outstanding principal balance of advances from the FHLB. Our FHLB stock is carried at cost and is subject to recoverability testing under applicable accounting standards. Future negative changes to the financial condition of the FHLB may require us to recognize an impairment charge with respect to such holdings. The FHLB is currently subject to a Consent Order issued by its primary regulator, the Federal Housing Finance Agency.


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A change in federal monetary policy could adversely impact our mortgage banking revenues.

The Federal Reserve is responsible for regulating the supply of money in the United States, and as a result its monetary policies strongly influence our costs of funds for lending and investing as well as the rate of return we are able to earn on those loans and investments, both of which impact our net interest income and net interest margin. The Federal Reserve Board's interest rate policies can also materially affect the value of financial instruments we hold, including debt securities and mortgage servicing rights, or MSRs. These monetary policies can also negatively impact our borrowers, which in turn may increase the risk that they will be unable to pay their loans according to the terms or be unable to pay their loans at all. We have no control

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over the monetary policies of the Federal Reserve Board and cannot predict when changes are expected or what the magnitude of such changes may be.

As a result of the Federal Reserve Board's concerns regarding continued slow economic growth, the Federal Reserve Board, in 2008 implemented its standing monetary policy known as “quantitative easing,” a program involving the purchase of mortgage backed securities and United States Treasury securities, the volume of which has been aligned with specific economic targets or measures intended to bolster the U.S. economy. As the Federal Reserve Board, through the Federal Open Market Committee (the “Committee”), monitors economic performance, the volume of the quantitative easing program continues to be incrementally reduced. The Committee has stated that if incoming information broadly supports the Committee's expectation of ongoing improvement in labor market conditions and inflation moving back toward its longer-run objective, the Committee will likely reduce the pace of asset purchases in further measured steps at future meetings. However, asset purchases are not on a preset course, and the Committee's decisions about their pace will remain contingent on the Committee's outlook for the labor market and inflation as well as its assessment of the likely efficacy and costs of such purchases.

Because a substantial portion of our revenues and our net income historically have been, and in the foreseeable future are expected to be, derived from gain on the origination and sale of mortgage loans and on the continuing servicing of those loans, the Federal Reserve Board's monetary policies may have had, and for so long as the program continues, may continue to have, the effect of supporting higher revenues than might otherwise be available. Contrarily, a reduction in or termination of this policy, absent a significant rebound in employment and real wages, would likely reduce mortgage originations throughout the United States, including ours. Continued reduction or termination of the quantitative easing program may likely further raise interest rates, which could reduce our mortgage origination revenues and in turn have a material adverse impact upon our business.

A substantial portion of our revenue is derived from residential mortgage lending which is a market sector that experiences significant volatility.

A substantial portion of our consolidated net revenues (net interest income plus noninterest income) are derived from originating and selling residential mortgages. Residential mortgage lending in general has experienced substantial volatility in recent periods. An increase in interest rates in the second quarter of 2013 resulted in a significant adverse impact on our business and financial results due primarily to a related decrease in volume of loan originations, especially refinancings. Any future additional increase in interest rates may further materially and adversely affect our future loan origination volume, margins, and the value of the collateral securing our outstanding loans, may increase rates of borrower default, and may otherwise adversely affect our business. Additionally, in recent periods we have experienced very low levels of homes available for sale in many of the markets in which we operate. The lack of housing inventory has had a downward impact on the volume of mortgage loans that we originate.  Further, it has resulted in elevated costs, as a significant amount of loan processing and underwriting that we perform are to qualifying borrowers for mortgage loan transactions that never materialize. The lack of inventory of homes for sale may continue to have an adverse impact on mortgage loan volumes into the foreseeable future.

We may incur losses due to changes in prepayment rates.

Our mortgage servicing rights carry interest rate risk because the total amount of servicing fees earned, as well as changes in fair-market value, fluctuate based on expected loan prepayments (affecting the expected average life of a portfolio of residential mortgage servicing rights). The rate of prepayment of residential mortgage loans may be influenced by changing national and regional economic trends, such as recessions or depressed real estate markets, as well as the difference between interest rates on existing residential mortgage loans relative to prevailing residential mortgage rates. Changes in prepayment rates are therefore difficult for us to predict. An increase in the general level of interest rates may adversely affect the ability of some borrowers to pay the interest and principal of their obligations. During periods of declining interest rates, many residential borrowers refinance their mortgage loans. The loan administration fee income (related to the residential mortgage loan servicing rights corresponding to a mortgage loan) decreases as mortgage loans are prepaid. Consequently, the fair value of portfolios of residential mortgage loan servicing rights tend to decrease during periods of declining interest rates, because greater prepayments can be expected and, as a result, the amount of loan administration income received also decreases.

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We may incur significant losses as a result of ineffective hedging of interest rate risk related to our loans sold with a reservation of servicing rights.

Both the value our single family mortgage servicing rights, or MSRs, and the value of our single family loans held for sale changes with fluctuations in interest rates, among other things, reflecting the changing expectations of mortgage prepayment activity. To mitigate potential losses of fair value of single family loans held for sale and MSRs related to changes in interest rates, we actively hedge this risk with financial derivative instruments. Hedging is a complex process, requiring sophisticated

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models, experienced and skilled personnel and continual monitoring. Changes in the value of our hedging instruments may not correlate with changes in the value of our single family loans held for sale and MSRs, and we could incur a net valuation loss as a result of our hedging activities. Following the expansion of our single family mortgage operations in early 2012 through the addition of a significant number of single family mortgage origination personnel, the volume of our single family loans held for sale and MSRs has increased. The increase in volume in turn increases our exposure to the risks associated with the impact of interest rate fluctuations on single family loans held for sale and MSRs.

Changes in fee structures by third party loan purchasers and mortgage insurers may decrease our loan production volume and the margin we can recognize on conforming home loans, and may adversely impact our results of operations.

Certain third party loan purchasers revised their fee structures in the third quarter of 2013 and increased the costs of doing business with them. For example, certain purchasers of conforming loans, including Fannie Mae and Freddie Mac, raised costs of guarantee fees and other required fees and payments. These changes increased the cost of mortgages to consumers and the cost of selling conforming loans to third party loan purchasers which in turn decreased our margin and negatively impacted our profitability. Additionally, the FHA raised costs for premiums and extended the period for which private mortgage insurance is required on a loan purchased by them. Additional changes in the future from third party loan purchasers may have a negative impact on our ability to originate loans to be sold because of the increased costs of such loans and may decrease our profitability with respect to loans held for sale. In addition, any significant adverse change in the level of activity in the secondary market or the underwriting criteria of these third party loan purchasers could negatively impact our results of business, operations and cash flows.

If we breach any of the representations or warranties we make to a purchaser or securitizer of our mortgage loans or MSRs, we may be liable to the purchaser or securitizer for certain costs and damages.

When we sell or securitize mortgage loans in the ordinary course of business, we are required to make certain representations and warranties to the purchaser about the mortgage loans and the manner in which they were originated. Our agreements require us to repurchase mortgage loans if we have breached any of these representations or warranties, in which case we may be required to repurchase such loan and record a loss upon repurchase and/or bear any subsequent loss on the loan. We may not have any remedies available to us against a third party for such losses, or the remedies available to us may not be as broad as the remedies available to the purchaser of the mortgage loan against us. In addition, if there are remedies against a third party available to us, we face further risk that such third party may not have the financial capacity to perform remedies that otherwise may be available to us. Therefore, if a purchaser enforces remedies against us, we may not be able to recover our losses from a third party and may be required to bear the full amount of the related loss.

In addition, in connection with the sale of a significant amount of our MSRs to SunTrust Mortgage, Inc., we agreed to indemnify SunTrust Mortgage, Inc. for prepayment of a certain amount of those loans. In the event the holders of such loans prepay the loans, we may be required to reimburse SunTrust Mortgage, Inc. for a certain portion of the anticipated MSR value of that loan.

If repurchase and indemnity demands increase on loans or MSRs that we sell from our portfolios, our liquidity, results of operations and financial condition will be adversely affected.

If we breach any representations or warranties or fail to follow guidelines when originating a FHA/HUD-insured loan or a VA-guaranteed loan, we may lose the insurance or guarantee on the loan and suffer losses, pay penalties, and/or be subjected to litigation from the federal government.

We originate and purchase, sell and thereafter service single family loans that are insured by FHA/HUD or guaranteed by the VA. We certify to the FHA/HUD and the VA that the loans meet their requirements and guidelines. The FHA/HUD and VA audit loans that are insured or guaranteed under their programs, including audits of our processes and procedures as well as individual loan documentation. Violations of guidelines can result in monetary penalties or require us to provide indemnifications against loss or loans declared ineligible for their programs. In the past, monetary penalties and losses from

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indemnifications have not created material losses to the Bank. As a result of the housing crisis, the FHA/HUD has stepped up enforcement initiatives. In addition to regular FHA/HUD audits, HUD's Inspector General has become active in enforcing FHA regulations with respect to individual loans and has partnered with the Department of Justice ("DOJ") in filing lawsuits against lenders for systemic violations. The penalties resulting from such lawsuits can be much more severe, since systemic violations can be applied to groups of loans and penalties may be subject to treble damages. The DOJ has used the Federal False Claims Act and other federal laws and regulations in prosecuting these lawsuits. Because of our significant origination of FHA/HUD insured and VA guaranteed loans, if the DOJ were to find potential violations by the Bank, we could be subject to material

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monetary penalties and/or losses, and may even be subject to lawsuits alleging systemic violations which could result in treble damages.

We may face risk of loss if we purchase loans from a seller that fails to satisfy its indemnification obligations.

We generally receive representations and warranties from the originators and sellers from whom we purchase loans and servicing rights such that if a loan defaults and there has been a breach of such representations and warranties, we may be able to pursue a remedy against the seller of the loan for the unpaid principal and interest on the defaulted loan. However, if the originator and/or seller breach such representations and warranties and does not have the financial capacity to pay the related damages, we may be subject to the risk of loss for such loan as the originator or seller may not be able to pay such damages or repurchase loans when called upon by us to do so. Currently, we only purchase loans from WMS Series LLC, an affiliated business arrangement with certain Windermere real estate brokerage franchise owners.

Some provisions of our articles of incorporation and bylaws and certain provisions of Washington law may deter takeover attempts, which may limit the opportunity of our shareholders to sell their shares at a favorable price.

Some provisions of our articles of incorporation and bylaws may have the effect of deterring or delaying attempts by our shareholders to remove or replace management, to commence proxy contests, or to effect changes in control. These provisions include:
a classified board of directors so that only approximately one third of our board of directors is elected each year;
elimination of cumulative voting in the election of directors;
procedures for advance notification of shareholder nominations and proposals;
the ability of our board of directors to amend our bylaws without shareholder approval; and
the ability of our board of directors to issue shares of preferred stock without shareholder approval upon the terms and conditions and with the rights, privileges and preferences as the board of directors may determine.

In addition, as a Washington corporation, we are subject to Washington law which imposes restrictions on some transactions between a corporation and certain significant shareholders. These provisions, alone or together, could have the effect of deterring or delaying changes in incumbent management, proxy contests or changes in control.



ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5OTHER INFORMATION
Not applicable.

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ITEM 6EXHIBITS

EXHIBIT INDEX
 
Exhibit  
Number  Description
   
2.1
Agreement and Plan of Merger between HomeStreet, Inc. and Simplicity Bancorp, Inc. dated as of September 27, 2014. (1)
31.1  
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)(2)
   
31.2 
Certification of Chief Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(1)(2)
   
32  
Certification of Periodic Financial Report by Principal Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. § 1350.(2)(3)
   
101.INS  
XBRL Instance Document(3)(4)(5)
   
101.SCH  
XBRL Taxonomy Extension Schema Document(3)(4)
   
101.CAL  
XBRL Taxonomy Extension Calculation Linkbase Document(3)(4)
   
101.DEF  
XBRL Taxonomy Extension Label Linkbase Document(3)(4)
   
101.LAB  
XBRL Taxonomy Extension Presentation Linkbase Document(3)(4)
   
101.PRE  
XBRL Taxonomy Extension Definitions Linkbase Document(3)(4)
 
(1)Previously filed as an exhibit to the registrant's Current Report on Form 8-K dated September 29, 2014.
(2)Filed herewith.
(2)(3)This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
(3)(4)As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.
(4)(5)
Pursuant to Rule 405 of Regulation S-T, includes the following financial information included in the Firm’s Quarterly Report on Form 10-Q for the quarter ended JuneSeptember 30, 2014, formatted in XBRL (eXtensible Business Reporting Language) interactive data files: (i) the Consolidated Statements of Operations for the three and sixnine months ended JuneSeptember 30, 2014 and 2013, (ii) the Consolidated Statements of Financial Condition as of JuneSeptember 30, 2014, and December 31, 2013, (iii) the Consolidated Statements of Stockholders’ Equity and Comprehensive Income for the three and sixnine months ended JuneSeptember 30, 2014 and 2013, (iv) the Consolidated Statements of Cash Flows for the sixnine months ended JuneSeptember 30, 2014 and 2013, and (v) the Notes to Consolidated Financial Statements.


100105


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on August 7,November 12, 2014.
 
 HomeStreet, Inc.
   
 By:/s/ Mark K. Mason
  Mark K. Mason
  President and Chief Executive Officer



 HomeStreet, Inc.
   
 By:/s/ Cory D. Stewart
  Cory D. Stewart
  
Executive Vice President and
Chief Accounting Officer
  


101106