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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 11-K

ý   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009 or

o

 

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

For the transition period from                        to                         .

Commission File No. 00-30747

A.
FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN, IF DIFFERENT FROM THAT OF THE ISSUER NAMED BELOW:

PacWest Bancorp 401(k) Plan

PacWest Bancorp
120 Wilshire Blvd.
Santa Monica, California 90401

B.
NAME OF THE ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICE:

PacWest Bancorp

401 West "A" Street
San Diego, California 92101


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PacWest Bancorp 401(k) Plan

Index

 
  Page

Report of Independent Registered Public Accounting Firm

  2

Statements of Net Assets Available for Benefits—December 31, 2009 and 2008

 
3

Statement of Changes in Net Assets Available for Benefits—Year ended December 31, 2009

 
4

Notes to Financial Statements

 
5

Supplemental Schedule

   

Schedule H, Line 4i—Schedule of Assets (Held at End of Year) —December 31, 2009

 
11

        All other schedules are omitted because they are not required or applicable pursuant to the Employee Retirement Income Security Act of 1974 (ERISA) and Department of Labor regulations.

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Report of Independent Registered Public Accounting Firm

The 401K Committee
PacWest Bancorp 401(k) Plan

        We have audited the accompanying statements of net assets available for plan benefits of the PacWest Bancorp 401(k) Plan (the "Plan") as of December 31, 2009 and 2008, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits as of December 31, 2009 and 2008 and the changes in net assets available for the plan benefits for the year ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America.

        Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of (1) assets (held at end of year) as of December 31, 2009 are presented for the purpose of additional analysis and are not required part of the basic 2009 financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 2009 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic 2009 financial statements taken as a whole.

/s/ Squar, Milner, Peterson, Miranda & Williamson, LLP
   
Newport Beach, California
June 23, 2010

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PacWest Bancorp 401(k) Plan

Statements of Net Assets Available for Benefits

December 31, 2009 and 2008

 
  2009   2008  

ASSETS:

             

Investments at fair value:

             
 

Cash and cash equivalents

  $ 3,931,272   $ 3,230,389  
 

Mutual funds

    20,424,138     13,624,367  
 

Common stock

    1,918,004     2,002,761  
 

Participant loans

    687,904     595,497  
           
   

Total investments

    26,961,318     19,453,014  
           

Receivables:

             
 

Employer contributions

    479,296     989,727  
 

Participant contributions

    110,756     103,089  
           
   

Total receivables

    590,052     1,092,806  
           

Net assets available for benefits

  $ 27,551,370   $ 20,545,820  
           

See accompanying notes to financial statements.

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PacWest Bancorp 401(k) Plan

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2009

Additions:

       
 

Investment income:

       
   

Interest and dividends

  $ 447,018  
   

Net appreciation in fair value of investments

    3,949,768  
       
     

Total investment income

    4,396,786  
       
 

Contributions:

       
   

Employer

    456,957  
   

Participants

    3,470,255  
       
     

Total contributions

    3,927,212  
       
     

Total additions

    8,323,998  
       

Deductions:

       
 

Benefits paid to participants

    1,299,278  
 

Deemed distribution of loans

    2,489  
 

Administrative expenses

    16,681  
       
     

Total deductions

    1,318,448  
       

Increase in net assets

    7,005,550  
       

Net assets available for benefits:

       
 

Beginning of the year

    20,545,820  
       
 

End of the year

  $ 27,551,370  
       

See accompanying notes to financial statements.

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PacWest Bancorp 401(k) Plan

Notes to Financial Statements

December 31, 2009 and 2008

(1) Description of the Plan

        The following description of the PacWest Bancorp 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan agreement for a complete description of the Plan's provisions.

        The Plan is a defined contribution plan which provides retirement benefits for eligible employees of PacWest Bancorp and its subsidiaries (the Company) that have agreed to participate in the Plan. The Plan is administered by PacWest Bancorp (the Sponsoring Employer) who acts by and through its administrative committee, the 401(k) Committee. The 401(k) Committee is presently comprised of seven officers of the Sponsoring Employer and Pacific Western Bank, a subsidiary of the Sponsoring Employer. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

        In 2007, the Plan was amended to limit contributions into PacWest Bancorp common stock. The amendment limits contributions into PacWest Bancorp common stock to no more than 25% of either the future contributions made or total participant account balance. No changes were made to any participant account if, on the date of the amendment, the participant that had balances in PacWest Bancorp common stock in excess of the 25% limit, though future contributions were limited to no more than 25% of the total contribution. The amendment also imposes an exchange restriction that prohibits exchanges into PacWest Bancorp common stock if a participant's balance in PacWest Bancorp common stock exceeds 25% of the participant's total account balance. PacWest Bancorp is aware that certain transactions involving real time traded PacWest Bancorp common stock can bypass the 25% restriction.

        In 2008, the Plan was renamed the PacWest Bancorp 401(k) Plan.

        Employees of the Company who are at least 21 years of age are eligible to participate in the Plan beginning the first day of the month following their hiring date. Participants can contribute, under a salary reduction agreement, up to 60% of their eligible compensation, as defined, but not to exceed the dollar amount allowed by law, which was $16,500 for 2009 and $15,500 for 2008. The Company's Board of Directors determines the discretionary matching contribution on an annual basis. For the 2009 plan year, the matching contribution was determined to be a maximum amount of 25% of the first 6% of covered compensation. Participants may also contribute amounts representing distributions (rollovers) from other tax favored plans, and participants age 50 and over may make unmatched "catch-up" contributions up to $5,500 in accordance with Internal Revenue Code (IRC) regulations and limitations.

        Participants direct the investment of their contributions into various investment options offered by the Plan. Company contributions are invested at the participant's discretion in the same manner as the salary reduction contributions.

        Each participant account is credited with the participant's contributions, allocations of the Company's matching contribution and profit sharing contribution (if any), and earnings or losses. Earnings of the various funds are allocated to the participant balances according to the ratio that a

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PacWest Bancorp 401(k) Plan

Notes to Financial Statements (Continued)

December 31, 2009 and 2008

(1) Description of the Plan (Continued)

participant's account balance or shares held in a given fund bears to the total of all account balances or shares held in the fund.

        Participant contributions are immediately fully vested. For the Company's matching contributions, participants who were hired before July 1, 2004 are immediately fully vested in employer contributions as well. Participants who were hired after July 1, 2004 shall vest in matching contributions in accordance with the following schedule:

Years of service
  Vested
percentage
 

Less than 1 year

    %

1

    20  

2

    40  

3

    60  

4

    80  

5

    100  

        Any nonvested amounts in a terminated participant's account will be forfeited in accordance with plan provisions. At December 31, 2009 and 2008, forfeited nonvested accounts totaled $27,288 and $39,629, respectively.

        A participant may receive a distribution of his or her entire vested accrued benefit only upon the participant's termination of employment. While employed, a participant may receive a distribution of his or her rollover account and employee contribution deferrals for reason of financial hardship, in accordance with Plan provisions. Withdrawal of previously contributed employee after-tax contributions is also permitted in accordance with Plan provisions.

        For distributions other than for financial hardship, the method of payment shall be based on the participant's election and may be made in one or a combination of the following methods: a single lump sum; installments (if eligible as defined by the Plan); or direct transfer to an Individual Retirement Account (IRA) or tax favored plan that accepts the transfer. Distribution shall be made in cash or in-kind, in accordance with the participant's election and Plan provisions.

        Loans to participants may be made, in an amount not less than $1,000 and not to exceed the lesser of 50% of the participant's vested account balance or $50,000 reduced by the highest outstanding loan balance in the participant's account during the prior 12-month period. Participants may only have one loan outstanding at a time. Such loans are collateralized by the participant's vested balance in the Plan and bear the prevailing interest rate used by lending institutions for loans made under similar circumstances. The terms of these loans cannot exceed five years, except if the loan is used to purchase

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PacWest Bancorp 401(k) Plan

Notes to Financial Statements (Continued)

December 31, 2009 and 2008

(1) Description of the Plan (Continued)

the principal residence of the participant in which case the loan term may be extended for up to a period of ten years. Principal and interest are paid ratably through payroll deductions.

(2) Significant Accounting Policies

        The accompanying financial statements of the Plan have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America ("GAAP"). Investments are presented at fair value.

        The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the statements of net assets available for benefits along with the additions and deductions presented in the statement of changes in net assets available for benefits, as well as the disclosure of contingent assets and liabilities as of the date of the financial statements. Actual results could differ from those estimates.

        The Plan's investments in mutual funds, money market funds, and common stock are carried at fair value based on the published market quotations. The Plan's investments in participant loans are valued at cost, which approximates fair value. Purchases and sales of investments are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date.

        Participant benefits are recorded when paid.

        Administrative expenses of the Plan are paid by the Company, except for loan fees and maintenance fees for ex-employees, which are charged to the applicable participant accounts. The Company is also a party in interest and the trustee charges fees for processing loan application transactions. The administrative fees paid by the Plan in 2009 totaled $16,681.

        The Plan provides for various investment options in money market funds, mutual funds, common stocks, corporate debt, and government securities. Investment securities are exposed to various risks such as interest rate, market, and credit. Due to the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the various risk factors, in the near term, could materially affect participants' account balances and the amounts reported in the financial statements.

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PacWest Bancorp 401(k) Plan

Notes to Financial Statements (Continued)

December 31, 2009 and 2008

(2) Significant Accounting Policies (Continued)

        Investment in the common stock of PacWest Bancorp comprises approximately 7% and10% of the Plan's investments as of December 31, 2009 and 2008, respectively. During 2007, the Plan was amended regarding the maximum amount any participant may have in PacWest Bancorp common stock. Generally, participants may not allocate more than 25% of their contributions into PacWest Bancorp common stock.

(3) Investments

        The following table presents the fair value of individual investments representing 5% or more of the Plan's net assets available for benefits as of December 31, 2009 and 2008:

 
  Investment   2009   2008  

Fidelity

 

Contrafund

  $ 1,373,962   $ 838,223 *

Fidelity

 

Diversified International Fund

    1,807,380     1,225,111  

Fidelity

 

Freedom 2020 Fund

    1,607,611     1,100,089  

Vanguard

 

Total Bond Market Index Fund

    1,587,990      

Fidelity

 

Retirement Money Market Portfolio

    3,931,272     3,230,389  

PacWest Bancorp

 

Common stock

    1,918,004     2,002,761  

*
Less than 5% as of the respective year-end, presented for comparison purposes only.

        During the year ended December 31, 2009, the Plan's investments (including investments bought, sold and held during the year) appreciated as follows:

Investment
  2009  

Mutual funds

  $ 4,319,673  

PacWest Bancorp common stock

    (369,905 )
       

Total

  $ 3,949,768  
       

4. Fair Value Measurements

        On January 1, 2008, the Plan adopted a new accounting standard regarding disclosure of fair value measurements. This new standard establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2, inputs other than level one that are either directly or indirectly observable such as quoted prices for identical or similar assets or liabilities on markets that are not active; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

        The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

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PacWest Bancorp 401(k) Plan

Notes to Financial Statements (Continued)

December 31, 2009 and 2008

4. Fair Value Measurements (Continued)

Mutual funds

        Mutual funds are valued at quoted market prices in an exchange and active markets, which represent the net asset values of shares held by the Plan at year end, and are classified as Level 1 investments.

Participant loans

        Participant loans are valued at their outstanding balances, which approximate fair value and are classified as Level 3.

Common Stock

        Common stock held in participant-directed accounts are stated at the fair value as quoted on a recognized securities exchange and are valued at the last reported sales price on the last business day of the Plan year and are classified as Level 1 investments.

        The following table set forth by level, within the fair value hierarchy, the Plan's assets at fair value at December 31, 2009:

 
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total  

Cash and cash equivalents

  $ 3,931,272   $   $   $ 3,931,272  

Mutual funds

    20,424,138             20,424,138  

Common stock

    1,918,004             1,918,004  

Participant loans

            687,904     687,904  
                   

Total assets at fair value

  $ 26,273,414   $   $ 687,904   $ 26,961,318  
                   

        The following table set forth by level, within the fair value hierarchy, the Plan's assets at fair value at December 31, 2008:

 
  Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
  Significant
Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
  Total  

Cash and cash equivalents

  $ 3,230,389   $   $   $ 3,230,389  

Mutual funds

    13,624,367             13,624,367  

Common stock

    2,002,761             2,002,761  

Participant loans

            595,497     595,497  
                   

Total assets at fair value

  $ 18,857,517   $   $ 595,497   $ 19,453,014  
                   

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PacWest Bancorp 401(k) Plan

Notes to Financial Statements (Continued)

December 31, 2009 and 2008

4. Fair Value Measurements (Continued)

        Changes in the fair value of the Plan's Level 3 investments during the year ended December 31, 2009 were as follows:

Balance as of December 31, 2008

  $ 595,497  
 

Purchases, issuances, and settlements, net

    92,407  
       

Balance as of December 31, 2009

  $ 687,904  
       

(5) Party-in-Interest Transactions

        Certain Plan investments are shares of mutual funds managed by Fidelity. Fidelity is the custodian as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Certain Plan investments are shares of common stock of PacWest Bancorp company stock, and thus, these are party-in-interest transactions.

(6) Income Taxes

        The Company received a favorable tax determination letter on October 9, 2003 from the Internal Revenue Service stating that the Plan is qualified under IRC Section 401(a) and that the Trust is exempt from federal income taxes under provisions of Section 501(a). Although the Plan has been amended and restated, the plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

(7) Reconciliation of Financial Statements to Form 5500

        The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2009 and 2008 to the Form 5500's:

 
  2009   2008  

Net assets available for benefits per the financial statements

  $ 27,551,370   $ 20,545,820  
 

Less contributions receivable

    (590,052 )   (1,092,806 )
           
 

Net assets available for benefits per the Form 5500

  $ 26,961,318   $ 19,453,014  
           

        The following is a reconciliation of changes in net assets available for benefits per the financial statements for the year ended December 31, 2009 to the Form 5500:

 
  2009  

Change in net assets available for benefits per the financial statements

  $ 7,005,550  

Add prior year contributions receivable

    1,092,806  

Less current year contributions receivable

    (590,052 )
       
 

Net increase per the Form 5500

  $ 7,508,304  
       

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PacWest Bancorp 401(k) Plan

Schedule H, Line 4i—Schedule of Assets (Held at End of Year)

December 31, 2009

Employer Number 33-0885320

Plan Number: 001

   
  Identity of issue,
borrower, or
similar party
  Description of investment,
including maturity date,
rate of interest, collateral,
par, or maturity value
  Number
of shares
  Current
value(a)
 
 

  Cash and cash equivalents:              
 

(b)

      Fidelity   Retirement Money Market Portfolio         $ 3,931,272  
                           
 

          Total cash and cash equivalents           3,931,272  
                           
 

  Mutual funds:                  
 

(b)

      Fidelity   Contrafund     23,575     1,373,962  
 

(b)

      Fidelity   Equity-Income Fund     23,828     932,631  
 

(b)

      Fidelity   Value Fund     14,132     804,698  
 

(b)

      Fidelity   Capital Appreciation Fund     55,943     1,198,856  
 

(b)

      Fidelity   Diversified International Fund     64,549     1,807,380  
 

(b)

      Fidelity   Small Cap Stock Fund     82,163     1,309,685  
 

(b)

      Fidelity   Freedom Income Fund     16,915     181,667  
 

(b)

      Fidelity   Freedom 2000 Fund     16,177     183,608  
 

(b)

      Fidelity   Freedom 2005 Fund     6,434     64,535  
 

(b)

      Fidelity   Freedom 2010 Fund     73,955     925,176  
 

(b)

      Fidelity   Freedom 2015 Fund     78,968     822,847  
 

(b)

      Fidelity   Freedom 2020 Fund     128,096     1,607,611  
 

(b)

      Fidelity   Freedom 2025 Fund     100,953     1,048,905  
 

(b)

      Fidelity   Freedom 2030 Fund     53,976     668,761  
 

(b)

      Fidelity   Freedom 2035 Fund     33,741     346,182  
 

(b)

      Fidelity   Freedom 2040 Fund     42,749     306,085  
 

(b)

      Fidelity   Freedom 2045 Fund     12,504     105,911  
 

(b)

      Fidelity   Freedom 2050 Fund     23,217     193,860  
 

(b)

      Fidelity   Intermediate Government Income Fund     89,873     959,841  
 

      Vanguard       Total Band Market Index Fund     153,429     1,587,990  
 

      Oakmark   Fund Class I     13,550     501,885  
 

      Artisan   Mid Cap Fund     28,966     740,379  
 

      Royce   Low Priced Stock Fund     48,280     678,333  
 

      Spartan   US Equity Index Fund     25,442     1,003,195  
 

      American Funds   Growth Fund of America Class R4     39,475     1,070,155  
                           
 

              Subtotal mutual funds           20,424,138  
                           
 

  Common stock:                  
 

(b)

      PacWest Bancorp   Common stock     95,116     1,918,004  
 

  Participant loans:                  
 

(b)

      The Plan   110 Participant loans, interest rates from 5.00% to 8.85%           687,904  
                           
 

              Total investments held at end of
        year
        $ 26,961,318  
                           

(a)
Historical cost information is not required for participant directed funds.

(b)
Party-in-interest for which statutory exception exists.

See accompanying report of independent registered public accounting firm.

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

    PACWEST BANCORP
401(K) PLAN

Date: June 25, 2010

 

/s/ JEFFREY T. KRUMPOCH

Jeffrey T. Krumpoch
Authorized Signer
401(k) Plan Committee

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