COLUMBIA BANKING SYSTEM INC (Form: 10-Q, Received: 11/07/2018 06:06:33)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________

FORM 10-Q

________________________________________________________

(Mark One)



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

For the quarterly period ended September 30, 2018 .



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

For the transition period from to .

Commission File Number 0-20288

________________________________________________________

COLUMBIA BANKING SYSTEM, INC.

(Exact name of registrant as specified in its charter)

________________________________________________________



Washington		91-1422237
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1301 A Street Tacoma, Washington		98402-2156
(Address of principal executive offices)		(Zip Code)

(253) 305-1900

(Registrant’s telephone number, including area code)

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

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

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

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



Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of common stock outstanding at October 31, 2018 was 73,257,775 .

TABLE OF CONTENTS



		Page
	PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets - September 30, 2018 and December 31, 2017	1

	Consolidated Statements of Income - three and nine months ended September 30, 2018 and 2017	2

	Consolidated Statements of Comprehensive Income - three and nine months ended September 30, 2018 and 2017	3

	Consolidated Statements of Changes in Shareholders’ Equity - nine months ended September 30, 2018 and 2017	4

	Consolidated Statements of Cash Flows - nine months ended September 30, 2018 and 2017	5

	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	55

Item 4.	Controls and Procedures	55

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3.	Defaults Upon Senior Securities	56

Item 4.	Mine Safety Disclosures	56

Item 5.	Other Information	56

Item 6.	Exhibits	57

	Signatures	58

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

Columbia Banking System, Inc.

(Unaudited)



			September 30, 2018			December 31, 2017
ASSETS			(in thousands)
Cash and due from banks			$	220,706		$	244,615
Interest-earning deposits with banks			21,456			97,918
Total cash and cash equivalents			242,162			342,533
Debt securities available for sale at fair value			2,921,114			2,737,751
Equity securities at fair value			4,901			5,080
Federal Home Loan Bank stock at cost			16,640			10,440
Loans held for sale			5,275			5,766
Loans, net of unearned income			8,514,317			8,358,657
Less: allowance for loan and lease losses			83,787			75,646
Loans, net			8,430,530			8,283,011
Interest receivable			48,476			40,881
Premises and equipment, net			169,681			169,490
Other real estate owned			7,331			13,298
Goodwill			765,842			765,842
Other intangible assets, net			48,827			58,173
Other assets			295,817			284,621
Total assets			$	12,956,596		$	12,716,886
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing			$	5,250,222		$	5,081,901
Interest-bearing			5,353,735			5,450,184
Total deposits			10,603,957			10,532,085
Federal Home Loan Bank advances			166,536			11,579
Securities sold under agreements to repurchase			62,197			79,059
Subordinated debentures			35,508			35,647
Junior subordinated debentures			—			8,248
Other liabilities			107,003			100,346
Total liabilities			10,975,201			10,766,964
Commitments and contingent liabilities (Note 12)
Shareholders’ equity:
	September 30, 2018	December 31, 2017
	(in thousands)
Common stock (no par value)
Authorized shares	115,000	115,000
Issued and outstanding	73,260	73,020	1,640,140			1,634,705
Retained earnings			411,264			337,442
Accumulated other comprehensive loss			(70,009		)	(22,225		)
Total shareholders’ equity			1,981,395			1,949,922
Total liabilities and shareholders’ equity			$	12,956,596		$	12,716,886

See accompanying Notes to unaudited Consolidated Financial Statements.

Table of Contents

CONSOLIDATED STATEMENTS OF INCOME

Columbia Banking System, Inc.

(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
	(in thousands except per share amounts)
Interest Income
Loans	$	109,748		$	78,641		$	318,187		$	228,340
Taxable securities	14,654			8,718			39,285			29,172
Tax-exempt securities	3,069			2,718			9,196			8,125
Deposits in banks	104			226			600			268
Total interest income	127,575			90,303			367,268			265,905
Interest Expense
Deposits	3,193			1,083			8,274			2,778
Federal Home Loan Bank advances	966			163			2,351			979
Subordinated debentures	468			—			1,404			—
Other borrowings	152			128			288			383
Total interest expense	4,779			1,374			12,317			4,140
Net Interest Income	122,796			88,929			354,951			261,765
Provision (recapture) for loan and lease losses	3,153			(648		)	12,980			5,304
Net interest income after provision (recapture) for loan and lease losses	119,643			89,577			341,971			256,461
Noninterest Income
Deposit account and treasury management fees	9,266			7,685			26,689			22,368
Card revenue	3,714			6,735			16,143			18,660
Financial services and trust revenue	2,975			2,645			8,924			8,520
Loan revenue	3,282			3,154			9,522			9,736
Merchant processing revenue	—			—			—			4,283
Bank owned life insurance	1,402			1,290			4,540			4,003
Investment securities losses, net	(62		)	—			(73		)	—
Change in FDIC loss-sharing asset	—			—			—			(447		)
Gain on sale of merchant card services portfolio	—			14,000			—			14,000
Other	442			1,558			2,109			4,938
Total noninterest income	21,019			37,067			67,854			86,061
Noninterest Expense
Compensation and employee benefits	49,419			39,983			148,938			119,201
Occupancy	8,321			8,085			27,718			22,853
Merchant processing expense	—			—			—			2,196
Advertising and promotion	1,472			969			4,523			2,923
Data processing	4,466			4,122			14,957			13,071
Legal and professional fees	4,695			2,880			12,103			9,196
Taxes, licenses and fees	1,562			1,505			4,547			3,494
Regulatory premiums	904			782			2,778			2,299
Net cost of operati on of other real estate owned	485			271			1,244			422
Amortization of intangibles	3,070			1,188			9,346			3,786
Other	8,447			7,752			27,317			25,949
Total noninterest expense	82,841			67,537			253,471			205,390
Income before income taxes	57,821			59,107			156,354			137,132
Income tax provision	11,406			18,338			28,220			40,032
Net Income	$	46,415		$	40,769		$	128,134		$	97,100
Earnings per common share
Basic	$	0.63		$	0.70		$	1.75		$	1.67
Diluted	$	0.63		$	0.70		$	1.75		$	1.67
Dividends declared per common share	$	0.26		$	0.22		$	0.74		$	0.66
Weighted average number of common shares outstanding	72,427			57,566			72,370			57,459
Weighted average number of diluted common shares outstanding	72,432			57,571			72,374			57,465

See accompanying Notes to unaudited Consolidated Financial Statements.

Table of Contents

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Columbia Banking System, Inc.

(Unaudited)



	Three Months Ended
	September 30,
	2018			2017
	(in thousands)
Net income	$	46,415		$	40,769
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) from securities:
Net unrealized holding gain (loss) from available for sale debt securities arising during the period, net of tax of $4,2 86 and ($312)	(14,149		)	549
Net unrealized gain (loss) from securities, net of reclassification adjustment	(14,149		)	549
Pension plan liability adjustment:
Amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of ($19) and ($26)	61			46
Pension plan liability adjustment, net	61			46
Other comprehensive income (loss)	(14,088		)	595
Total comprehensive income	$	32,327		$	41,364




	Nine Months Ended
	September 30,
	2018			2017
	(in thousands)
Net income	$	128,134		$	97,100
Other comprehensive income (loss), net of tax
Unrealized gain (loss) from securities:
Net unrealized holding gain (loss) from available for sale debt securities arising during the period, net of tax of $14,554 and ($4,716)	(48,043		)	8,284
Reclassification adjustment of net gain from sale of available for sale debt securities included in income, net of ta x o f $25 and $0	(81		)	—
Net unrealized gain (loss) from securities, net of reclassification adjustment	(48,124		)	8,284
Pension plan liability adjustment:
Reduction in unfunded defined benefit plan liability during the period, net of tax of $0 and ($2,622)	—			4,604
Amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of ( $56) and ($101)	183			178
Pension plan liability adjustment, net	183			4,782
Other comprehensive income (loss)	(47,941		)	13,066
Total comprehensive income	$	80,193		$	110,166

See accompanying Notes to unaudited Consolidated Financial Statements.

Table of Contents

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Columbia Banking System, Inc.

(Unaudited)



	Preferred Stock					Common Stock					Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
	Number of Shares		Amount			Number of Shares		Amount			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
	(in thousands)
Balance at January 1, 2018	—		$	—		73,020		$	1,634,705		$	337,442		$	(22,225	)	$	1,949,922
Adjustment to opening retained earnings pursuant to adoption of ASU 2016-01	—		—			—		—			(157		)	157			—
Net income	—		—			—		—			128,134			—			128,134
Other comprehensive loss	—		—			—		—			—			(47,941		)	(47,941		)
Issuance of common stock - stock option and other plans	—		—			45		1,857			—			—			1,857
Activity in deferred compensation plan	—		—			—		7			—			—			7
Issuance of common stock - restricted stock awards, net of canceled awards	—		—			257		6,231			—			—			6,231
Purchase and retirement of common stock	—		—			(62	)	(2,660		)	—			—			(2,660		)
Cash dividends declared on common stock	—		—			—		—			(54,155		)	—			(54,155		)
Balance at September 30, 2018	—		$	—		73,260		$	1,640,140		$	411,264		$	(70,009	)	$	1,981,395
Balance at January 1, 2017	9		$	2,217		58,042		$	995,837		$	271,957		$	(18,999	)	$	1,251,012
Adjustment to opening retained earnings pursuant to adoption of ASU 2016-09	—		—			—		184			(117		)	—			67
Net income	—		—			—		—			97,100			—			97,100
Other comprehensive income	—		—			—		—			—			13,066			13,066
Issuance of common stock - stock option and other plans	—		—			49		1,980			—			—			1,980
Issuance of common stock - restricted stock awards, net of canceled awards	—		—			238		5,915			—			—			5,915
Preferred stock conversion to common stock	(9	)	(2,217		)	102		2,217			—			—			—
Purchase and retirement of common stock	—		—			(55	)	(2,246		)	—			—			(2,246		)
Cash dividends declared on common stock	—		—			—		—			(38,466		)	—			(38,466		)
Balance at September 30, 2017	—		$	—		58,376		$	1,003,887		$	330,474		$	(5,933	)	$	1,328,428

See accompanying Notes to unaudited Consolidated Financial Statements.

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS Columbia Banking System, Inc. (Unaudited)

	Nine Months Ended September 30,
	2018			2017
	(in thousands)
Cash Flows From Operating Activities
Net income	$	128,134		$	97,100
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan and lease losses	12,980			5,304
Stock-based compensation expense	6,231			5,915
Depreciation, amortization and accretion	25,807			21,483
Investment securities losses, net	73			—
Net realized (gain) loss on sale of premises and equipment, loans held for investment and other assets	142			(189		)
Net realized loss on sale and valuation adjustments of other real estate owned	1,299			489
Gain on sale of merchant card services portfolio	—			(14,000		)
Gain on bank owned life insurance death benefit	—			(2,980		)
Termination of FDIC loss share agreements charge	—			2,409
Originations of loans held for sale	(103,614		)	(99,130		)
Proceeds from sales of loans held for sale	104,105			97,174
Net change in:
Interest receivable	(7,595		)	(6,089		)
Interest payable	618			(21		)
Other assets	(2,599		)	(4,406		)
Other liabilities	5,662			(2,624		)
Net cash provided by operating activities	171,243			100,435
Cash Flows From Investing Activities
Loans originated, net of principal collected	(168,382		)	(304,831		)
Purchases of:
Debt securities available for sale	(606,052		)	(130,906		)
Premises and equipment	(8,253		)	(4,380		)
Federal Home Loan Bank stock	(136,120		)	(92,040		)
Proceeds from:
FDIC reimbursement on loss-sharing asset	—			26
Sales of debt securities available for sale	32,330			—
Principal repayments and maturities of debt securities available for sale	311,956			200,470
Sales of premises and equipment and loans held for investment	14,956			12,157
Sale of merchant card services portfolio	—			14,000
Redemption of Federal Home Loan Bank stock	129,920			92,040
Sales of other real estate and other personal property owned	5,868			1,901
Bank owned life insurance death benefit	5,074			10,745
Payment to FDIC to terminate loss-sharing agreements	—			(4,666		)
Payments to FDIC related to loss-sharing asset	—			(210		)
Net cash used in investing activities	(418,703		)	(205,694		)
Cash Flows From Financing Activities
Net increase in deposits	72,151			282,336
Net decrease in sweep repurchase agreements	(16,862		)	(39,889		)
Proceeds from:
Federal Home Loan Bank advances	3,403,000			2,301,000
Federal Reserve Bank borrowings	5,010			10
Exercise of stock options	1,857			1,980
Payments for:
Repayment of Federal Home Loan Bank advances	(3,248,000		)	(2,301,000		)
Repayment of Federal Reserve Bank borrowings	(5,010		)	(10		)
Common stock dividends	(54,149		)	(38,466		)
Repayment of junior subordinated debentures	(8,248		)	—
Purchase and retirement of common stock	(2,660		)	(2,246		)
Net cash provided by financing activities	147,089			203,715
Increase (decrease) in cash and cash equivalents	(100,371		)	98,456
Cash and cash equivalents at beginning of period	342,533			224,238
Cash and cash equivalents at end of period	$	242,162		$	322,694

Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued Columbia Banking System, Inc. (Unaudited)

	Nine Months Ended September 30,
	2018		2017
	(in thousands)

Supplemental Information:
Cash paid during the period for:
Interest	$	11,699	$	4,161
Income tax	$	12,768	$	37,701
Non-cash investing and financing activities
Loans transferred to other real estate owned	$	1,200	$	74
Premises and equipment expenditures incurred but not yet paid	$	464	$	—
Change in dividends payable on unvested shares included in other liabilities	$	6	$	—

See accompanying Notes to unaudited Consolidated Financial Statements.

Table of Contents

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Columbia Banking System, Inc.


1.	Basis of Presentation, Significant Accounting Policies and Reclassifications

Basis of Presentation

The interim unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The Consolidated Financial Statements include the accounts of Columbia Banking System, Inc. (“we”, “our”, “Columbia” or the “Company”) and its subsidiaries, including its wholly owned banking subsidiary Columbia State Bank (“Columbia Bank” or the “Bank”) and Columbia Trust Company (“Columbia Trust”). All intercompany transactions and accounts have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. The results of operations for the nine months ended September 30, 2018 are not necessarily indicative of results to be anticipated for the year ending December 31, 2018 . The accompanying interim unaudited Consolidated Financial Statements should be read in conjunction with the financial statements and related notes contained in the Company’s 2017 Annual Report on Form 10-K.

Significant Accounting Policies

The significant accounting policies used in preparation of our Consolidated Financial Statements are disclosed in our 2017 Annual Report on Form 10-K. There have not been any changes in our significant accounting policies compared to those contained in our 2017 Form 10-K disclosure for the year ended December 31, 2017 .

Reclassifications

Certain amounts reported in prior periods have been reclassified in the Consolidated Financial Statements to conform to the current presentation. The reclassifications have no effect on net income or stockholders’ equity as previously reported.


2.	Accounting Pronouncements Recently Issued

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract . The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The amendments also require the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, including reasonably certain renewal periods. The amendments in ASU 2018-15 are effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period. The Company is assessing the impact that this guidance will have on its Consolidated Financial Statements.

In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments . The amendments in this ASU provide specific guidance on several statement of cash flow classification issues to reduce diversity in practice. The amendments in ASU 2016-15 are effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The Company has reclassified items in the Statement of Cash Flows for the nine months ended September 30, 2017 to conform with its current presentation based on its adoption of ASU 2016-15.

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments . The amendments included in this ASU require an entity to reflect its current estimate of all expected credit losses for assets held at an amortized cost basis. For available for sale debt securities, credit losses will be measured in a manner similar to current GAAP, however, this ASU will require that credit losses be presented as an allowance rather than as a write-down. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, and are required to be adopted through a modified retrospective approach, with a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the ASU is effective.

Table of Contents

Currently, the Company cannot reasonably estimate the impact that adoption of ASU 2016-13 will have on its Consolidated Financial Statements; however, the impact may be significant. That assessment is based upon the fact that, unlike the incurred loss models in existing GAAP, the current expected credit loss (“CECL”) model in ASU 2016-13 does not specify a threshold for the recognition of an impairment allowance. Rather, the Company will recognize an impairment allowance equal to its estimate of lifetime expected credit losses, adjusted for prepayments, for in-scope financial instruments as of the end of the reporting period. Accordingly, the impairment allowance measured under the CECL model could increase significantly from the impairment allowance measured under the Company’s existing incurred loss model. The Company has engaged a third-party vendor to assist in the CECL calculation and has developed an internal governance framework to oversee the CECL implementation. Other significant CECL implementation matters being addressed by the Company include selecting loss estimation methodologies, identifying, sourcing and storing data, addressing data gaps, defining a reasonable and supportable forecast period, selecting historical loss information which will be reverted to, documenting the CECL estimation process, assessing the impact to internal controls over financial reporting, capital planning and seeking process approval from audit and regulatory stakeholders.

In February 2016, the FASB issued ASU 2016-02, Leases . The amendments included in this ASU create a new accounting model for both lessees and lessors. The new guidance requires lessees to recognize lease liabilities, initially measured as the present value of future lease payments, and corresponding right-of-use assets for all leases with lease terms greater than 12 months. This model differs from the current lease accounting model, which does not require such lease liabilities and corresponding right-of-use assets to be recorded for operating leases. The amendments in ASU 2016-02 must be adopted using the modified retrospective approach and will be effective for the first interim or annual period beginning after December 15, 2018. The FASB subsequently issued ASU 2018-11, which allows for an additional (optional) transition method. Early adoption is permitted. During 2017, the Company selected a third-party lease accounting application to assist in the implementation of this new guidance. Significant implementation matters to be addressed by the Company include assessing the impact to our internal controls over financial reporting and documenting the new lease accounting process. At September 30, 2018 the Company’s estimate of right-of-use assets and lease liabilities that would be recorded on its January 1, 2019 Consolidated Balance Sheet upon adoption of ASU 2016-02 was between $40.0 million and $50.0 million . This estimate may change depending on the Company’s lease activity. Additionally, the Company expects to recognize a cumulative effect adjustment upon adoption to increase the beginning balance of retained earnings as of January 1, 2019 for any remaining deferred gains on sale-leaseback transactions which occurred prior to the date of adoption. The Company had $1.0 million of deferred gains on sale-leaseback transactions as of September 30, 2018. We do not expect a material impact to our Consolidated Statement of Income as a result of this ASU.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities . The amendments in ASU 2016-01 require all equity investments to be measured at fair value with changes in the fair value recognized through net income. The amendments in ASU 2016-01 also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this update eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. The amendments in ASU 2016-01 are effective for the first interim or annual period beginning after December 15, 2017. The Company adopted the amendments of ASU 2016-01 effective January 1, 2018 and recorded a cumulative effect adjustment of $157 thousand to retained earnings related to the unrealized holding losses on equity securities with readily determinable fair value included in accumulated other comprehensive loss. The Company also added a separate line item on the Consolidated Balance Sheet for equity securities at fair value and reclassified amounts previously included in securities available for sale at fair value to conform to current period presentation. In addition, as required by the ASU, the fair value disclosure for loans is computed using an exit price notion and deposits with no stated maturity are no longer included in the fair value disclosures in Note 15, “Fair Value Accounting and Measurement.”

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which provides revenue recognition guidance that is intended to create greater consistency with respect to how and when revenue from contracts with customers is shown in the income statement. The guidance requires that revenue from contracts with customers be recognized when transfer of control over goods or services is passed to customers in the amount of consideration expected to be received. Subsequent Accounting Standard Updates have been issued clarifying the original pronouncement (ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20). The majority of the Company’s revenue is comprised of interest income from financial assets, which is specifically outside the scope of ASU 2014-09.

Table of Contents

On January 1, 2018, we adopted the accounting guidance in ASU 2014-09 and all the related amendments (“Topic 606”) using the modified retrospective method for all contracts that have not been completed (i.e. open contracts). Therefore, the comparative information has not been adjusted and continues to be reported under Topic 605. There was no cumulative effect adjustment as of January 1, 2018, and there were no material changes to the timing or amount of revenue recognized for the nine months ended September 30, 2018; however, additional disclosures were incorporated in the footnotes upon adoption. See Note 17, “Revenue from Contracts with Customers,” for more information.


3.	Business Combinations

On November 1, 2017 , the Company completed its acquisition of Pacific Continental Corporation (“Pacific Continental”) and its wholly-owned banking subsidiary Pacific Continental Bank. The Company acquired 100% of the equity interests of Pacific Continental. The primary reasons for the acquisition were to expand in the Eugene, Oregon market and improve branch network efficiencies in the Seattle and Portland markets.

The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of the November 1, 2017 acquisition date. The application of the acquisition method of accounting resulted in the recognition of goodwill of $383.1 million and a core deposit intangible of $46.9 million , or 2.34% of core deposits. The goodwill represents the excess of the purchase price over the fair value of the net assets acquired. The goodwill is not deductible for income tax purposes.

The table below summarizes the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed:



	November 1, 2017
	(in thousands)
Merger consideration				$	637,103
Identifiable net assets acquired, at fair value
Assets acquired
Cash and cash equivalents	$	81,190
Investment securities	449,291
Federal Home Loan Bank stock	7,084
Loans	1,873,987
Interest receivable	7,827
Premises and equipment	27,343
Other real estate owned	10,279
Core deposit intangible	46,875
Other assets	50,638
Total assets acquired				2,554,514
Liabilities assumed
Deposits	(2,118,982		)
Federal Home Loan Bank advances	(101,127		)
Subordinated debentures	(35,678		)
Junior subordinated debentures	(14,434		)
Securities sold under agreements to repurchase	(1,617		)
Other liabilities	(28,653		)
Total liabilities assumed				(2,300,491		)
Total fair value of identifiable net assets				254,023
Goodwill				$	383,080

See Note 8, “Goodwill and Other Intangible Assets,” for further discussion of the accounting for goodwill and other intangible assets.

Table of Contents

The operating results of the Company reported herein include the operating results produced by the acquired assets and assumed liabilities for the period January 1, 2018 to September 30, 2018 . Disclosure of the amount of Pacific Continental’s revenue and net income (excluding integration costs) included in Columbia’s Consolidated Statements of Income is impracticable due to the integration of the operations and accounting for this acquisition.

For illustrative purposes only, the following table presents certain unaudited pro forma information for the nine months ended September 30, 2017 . This unaudited, estimated pro forma financial information was calculated as if Pacific Continental had been acquired as of the beginning of the year prior to the date of acquisition. This unaudited pro forma information combines the historical results of Pacific Continental with the Company’s consolidated historical results and includes certain adjustments reflecting the estimated impact of certain fair value adjustments for the respective periods. The pro forma information is not indicative of what would have occurred had the acquisition occurred as of the beginning of the year prior to the acquisition. In particular, no adjustments have been made to eliminate the impact of other-than-temporary impairment losses and losses recognized on the sale of securities that may not have been necessary had the investment securities been recorded at fair value as of the beginning of the year prior to the date of acquisition. The unaudited pro forma information does not consider any changes to the provision for credit losses resulting from recording loan assets at fair value. Additionally, Columbia expects to achieve further operating cost savings and other business synergies, including revenue growth as a result of the acquisition, which are not reflected in the pro forma amounts that follow. As a result, actual amounts would have differed from the unaudited pro forma information presented.



	Unaudited Pro Forma
	Nine Months Ended September 30,
	2017
	(in thousands except per share)
Total revenues (net interest income plus noninterest income)	$	432,060
Net income	$	122,410
Earnings per share - basic	$	1.70
Earnings per share - diluted	$	1.70

The following table shows the impact of the acquisition-related expenses related to the acquisition of Pacific Continental for the periods indicated to the various components of noninterest expense:



	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
	(in thousands)
Noninterest Expense
Compensation and employee benefits	$	923	$	3	$	3,410	$	3
Occupancy	29		593		1,619		945
Advertising and promotion	—		184		534		201
Data processing	20		66		941		539
Legal and professional fees	102		157		893		1,587
Taxes, licenses and fees	—		—		—		3
Other	7		168		771		280
Total impact of acquisition-related costs to noninterest expense	$	1,081	$	1,171	$	8,168	$	3,558

Table of Contents


4.	Securities

The following table summarizes the amortized cost, gross unrealized gains and losses and the resulting fair value of debt securities available for sale:



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
September 30, 2018	(in thousands)
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	1,997,736	$	295	$	(69,199	)	$	1,928,832
State and municipal securities	578,132		1,927		(12,241		)	567,818
U.S. government agency and government-sponsored enterprise securities	433,267		37		(9,087		)	424,217
U.S. government securities	251		—		(4		)	247
Total	$	3,009,386	$	2,259	$	(90,531	)	$	2,921,114
December 31, 2017
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	1,752,236	$	1,815	$	(27,326	)	$	1,726,725
State and municipal securities	593,940		6,023		(3,959		)	596,004
U.S. government agency and government-sponsored enterprise securities	416,894		642		(2,762		)	414,774
U.S. government securities	251		—		(3		)	248
Total	$	2,763,321	$	8,480	$	(34,050	)	$	2,737,751

The following table provides the proceeds and both gross realized gains and losses on sales of debt securities available for sale as well as other securities gains and losses for the periods indicated:



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2018			2017		2018			2017
	(in thousands)
Proceeds from sales of debt securities available for sale	$	—		$	—	$	32,330		$	—

Gross realized gains from sales of debt securities available for sale	$	—		$	—	$	235		$	—
Gross realized losses from sales of debt securities available for sale	—			—		(129		)	—
Other securities losses, net (1)	(62		)	—		(179		)	—
Investment securities losses, net	$	(62	)	$	—	$	(73	)	$	—

__________

(1) Other securities losses, net includes net unrealized loss activity associated with equity securities. There were no sales of equity securities during the periods presented.

The scheduled contractual maturities of debt securities available for sale at September 30, 2018 are presented as follows:



	September 30, 2018
	Amortized Cost		Fair Value
	(in thousands)
Due within one year	$	126,071	$	126,253
Due after one year through five years	612,279		598,770
Due after five years through ten years	1,144,161		1,113,290
Due after ten years	1,126,875		1,082,801
Total debt securities available for sale	$	3,009,386	$	2,921,114

Table of Contents

The following table summarizes the carrying value of securities pledged as collateral to secure public deposits, borrowings and other purposes as permitted or required by law:



	September 30, 2018
	(in thousands)
Washington and Oregon State to secure public deposits	$	256,078
Federal Reserve Bank to secure borrowings	51,843
Other securities pledged	119,981
Total securities pledged as collateral	$	427,902

The following table shows the gross unrealized losses and fair value of the Company’s debt securities available for sale with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at September 30, 2018 and December 31, 2017 :



	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
September 30, 2018	(in thousands)
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	1,084,529	$	(26,966	)	$	834,985	$	(42,233	)	$	1,919,514	$	(69,199	)
State and municipal securities	333,523		(6,833		)	96,018		(5,408		)	429,541		(12,241		)
U.S. government agency and government-sponsored enterprise securities	300,519		(6,269		)	120,102		(2,818		)	420,621		(9,087		)
U.S. government securities	—		—			247		(4		)	247		(4		)
Total	$	1,718,571	$	(40,068	)	$	1,051,352	$	(50,463	)	$	2,769,923	$	(90,531	)
December 31, 2017
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	816,678	$	(6,710	)	$	717,211	$	(20,616	)	$	1,533,889	$	(27,326	)
State and municipal securities	220,019		(1,723		)	75,172		(2,236		)	295,191		(3,959		)
U.S. government agency and government-sponsored enterprise securities	184,046		(1,006		)	155,983		(1,756		)	340,029		(2,762		)
U.S. government securities	249		(3		)	—		—			249		(3		)
Total	$	1,220,992	$	(9,442	)	$	948,366	$	(24,608	)	$	2,169,358	$	(34,050	)

At September 30, 2018 , there were 481 U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations securities in an unrealized loss position, of which 153 were in a continuous loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates relative to where these investments fall within the yield curve and their individual characteristics. Because the Company does not intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider these investments to be other-than-temporarily impaired at September 30, 2018 .

At September 30, 2018 , there were 458 state and municipal government securities in an unrealized loss position, of which 92 were in a continuous loss position for 12 months or more. The unrealized losses on state and municipal securities were caused by interest rate changes or widening of market spreads subsequent to the purchase of the individual securities. Management monitors published credit ratings of these securities for adverse changes. As of September 30, 2018 , none of the rated obligations of state and local government entities held by the Company had a below investment grade credit rating. Because the credit quality of these securities are investment grade and the Company does not intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider these investments to be other-than-temporarily impaired at September 30, 2018 .

Table of Contents

At September 30, 2018 , there were 54 U.S. government agency and government-sponsored enterprise securities in an unrealized loss position, of which 14 were in a continuous loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates relative to where these investments fall within the yield curve and their individual characteristics. Because the Company does not currently intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider these investments to be other-than-temporarily impaired at September 30, 2018 .

At September 30, 2018 , there was one U.S. government security in an unrealized loss position, which was also in a continuous loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates relative to where this investment falls within the yield curve and its individual characteristics. Because the Company does not currently intend to sell this security nor does the Company consider it more likely than not that it will be required to sell this security before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider this investment to be other-than-temporarily impaired at September 30, 2018 .


5.	Loans

The Company’s loan portfolio includes originated and purchased loans. Originated loans and purchased loans for which there was no evidence of credit deterioration at their acquisition date and it was probable that we would be able to collect all contractually required payments are referred to collectively as loans, excluding purchased credit impaired loans. Purchased loans for which there was, at acquisition date, evidence of credit deterioration since their origination and it was probable that we would be unable to collect all contractually required payments are referred to as purchased credit impaired loans, or “PCI loans.”

The following is an analysis of the loan portfolio by segment (net of unearned income):



	September 30, 2018									December 31, 2017
	Loans, excluding PCI loans			PCI Loans			Total			Loans, excluding PCI loans			PCI Loans			Total
	(in thousands)
Commercial business	$	3,554,147		$	11,164		$	3,565,311		$	3,377,324		$	12,628		$	3,389,952
Real estate:
One-to-four family residential	232,924			8,356			241,280			188,396			12,395			200,791
Commercial and multifamily residential	3,786,615			66,748			3,853,363			3,825,739			75,594			3,901,333
Total real estate	4,019,539			75,104			4,094,643			4,014,135			87,989			4,102,124
Real estate construction:
One-to-four family residential	211,629			159			211,788			200,518			177			200,695
Commercial and multifamily residential	349,328			579			349,907			371,931			607			372,538
Total real estate construction	560,957			738			561,695			572,449			784			573,233
Consumer	327,863			8,930			336,793			334,190			11,269			345,459
Less: Net unearned income	(44,125		)	—			(44,125		)	(52,111		)	—			(52,111		)
Total loans, net of unearned income	8,418,381			95,936			8,514,317			8,245,987			112,670			8,358,657
Less: Allowance for loan and lease losses	(79,770		)	(4,017		)	(83,787		)	(68,739		)	(6,907		)	(75,646		)
Total loans, net	$	8,338,611		$	91,919		$	8,430,530		$	8,177,248		$	105,763		$	8,283,011
Loans held for sale	$	5,275		$	—		$	5,275		$	5,766		$	—		$	5,766

At September 30, 2018 and December 31, 2017 , the Company had no material foreign activities. Substantially all of the Company’s loans and unfunded commitments are geographically concentrated in its service areas within the states of Washington, Oregon and Idaho.

The Company has made loans to executive officers and directors of the Company and related interests. These loans are made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collectability. The aggregate dollar amount of these loans was $9.7 million and $10.0 million at September 30, 2018 and December 31, 2017 , respectively. During the first nine months of 2018 , there were $14 thousand in advances and $226 thousand in repayments.

Table of Contents

At September 30, 2018 and December 31, 2017 , $3.18 billion and $2.25 billion of commercial and residential real estate loans were pledged as collateral on Federal Home Loan Bank of Des Moines (“FHLB”) borrowings and additional borrowing capacity. The Company has also pledged $76.2 million and $70.2 million of commercial loans to the Federal Reserve Bank for additional borrowing capacity at September 30, 2018 and December 31, 2017 , respectively.

The following is an analysis of nonaccrual loans as of September 30, 2018 and December 31, 2017 :



	September 30, 2018				December 31, 2017
	Recorded Investment Nonaccrual Loans		Unpaid Principal Balance Nonaccrual Loans		Recorded Investment Nonaccrual Loans		Unpaid Principal Balance Nonaccrual Loans
	(in thousands)
Commercial business:
Secured	$	45,753	$	57,049	$	45,410	$	56,865
Unsecured	—		—		50		49
Real estate:
One-to-four family residential	501		508		785		1,182
Commercial & multifamily residential:
Commercial land	2,461		2,470		2,628		2,623
Income property	1,873		2,523		4,284		5,410
Owner occupied	6,678		6,992		7,029		7,270
Real estate construction:
One-to-four family residential:
Land and acquisition	318		318		25		26
Residential construction	—		—		1,829		1,828
Consumer	2,748		2,937		4,149		4,633
Total	$	60,332	$	72,797	$	66,189	$	79,886

Table of Contents

Loans, excluding purchased credit impaired loans

The following is an aging of the recorded investment of the loan portfolio as of September 30, 2018 and December 31, 2017 :



	Current Loans		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Nonaccrual Loans		Total Loans
September 30, 2018	(in thousands)
Commercial business:
Secured	$	3,365,159	$	7,141	$	2,258	$	—	$	9,399	$	45,753	$	3,420,311
Unsecured	117,801		1,118		—		—		1,118		—		118,919
Real estate:
One-to-four family residential	229,685		341		784		—		1,125		501		231,311
Commercial & multifamily residential:
Commercial land	278,777		—		—		—		—		2,461		281,238
Income property	1,880,405		3,339		2,073		—		5,412		1,873		1,887,690
Owner occupied	1,588,662		1,929		—		—		1,929		6,678		1,597,269
Real estate construction:
One-to-four family residential:
Land and acquisition	5,320		325		—		—		325		318		5,963
Residential construction	200,484		4,144		—		—		4,144		—		204,628
Commercial & multifamily residential:
Income property	253,470		—		166		—		166		—		253,636
Owner occupied	90,511		—		—		—		—		—		90,511
Consumer	322,085		1,788		284		—		2,072		2,748		326,905
Total	$	8,332,359	$	20,125	$	5,565	$	—	$	25,690	$	60,332	$	8,418,381

	Current Loans		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Nonaccrual Loans		Total Loans
December 31, 2017	(in thousands)
Commercial business:
Secured	$	3,185,321	$	2,530	$	2,400	$	—	$	4,930	$	45,410	$	3,235,661
Unsecured	123,524		100		501		—		601		50		124,175
Real estate:
One-to-four family residential	184,256		1,111		402		—		1,513		785		186,554
Commercial & multifamily residential:
Commercial land	292,680		92		—		581		673		2,628		295,981
Income property	1,898,655		2,426		971		—		3,397		4,284		1,906,336
Owner occupied	1,590,004		2,485		468		—		2,953		7,029		1,599,986
Real estate construction:
One-to-four family residential:
Land and acquisition	9,882		—		—		—		—		25		9,907
Residential construction	187,862		—		—		—		—		1,829		189,691
Commercial & multifamily residential:
Income property	293,028		—		—		—		—		—		293,028
Owner occupied	72,443		—		—		—		—		—		72,443
Consumer	325,928		1,446		702		—		2,148		4,149		332,225
Total	$	8,163,583	$	10,190	$	5,444	$	581	$	16,215	$	66,189	$	8,245,987

Table of Contents

The following is an analysis of impaired loans as of September 30, 2018 and December 31, 2017 :



	Recorded Investment of Loans Collectively Measured for Contingency Provision		Recorded Investment of Loans Individually Measured for Specific Impairment		Impaired Loans With Recorded Allowance						Impaired Loans Without Recorded Allowance
					Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
September 30, 2018	(in thousands)
Commercial business:
Secured	$	3,379,535	$	40,776	$	7,402	$	7,875	$	1,139	$	33,374	$	38,293
Unsecured	118,897		22		—		—		—		22		21
Real estate:
One-to-four family residential	230,915		396		337		606		8		59		256
Commercial & multifamily residential:
Commercial land	279,008		2,230		—		—		—		2,230		2,274
Income property	1,884,936		2,754		110		175		1		2,644		2,789
Owner occupied	1,587,550		9,719		3,274		4,693		71		6,445		6,692
Real estate construction:
One-to-four family residential:
Land and acquisition	5,963		—		—		—		—		—		—
Residential construction	204,628		—		—		—		—		—		—
Commercial & multifamily residential:
Income property	253,636		—		—		—		—		—		—
Owner occupied	86,461		4,050		—		—		—		4,050		4,050
Consumer	322,162		4,743		3,702		3,953		36		1,041		1,056
Total	$	8,353,691	$	64,690	$	14,825	$	17,302	$	1,255	$	49,865	$	55,431

	Recorded Investment of Loans Collectively Measured for Contingency Provision		Recorded Investment of Loans Individually Measured for Specific Impairment		Impaired Loans With Recorded Allowance						Impaired Loans Without Recorded Allowance
					Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
December 31, 2017	(in thousands)
Commercial business:
Secured	$	3,195,649	$	40,012	$	3,808	$	3,937	$	1,867	$	36,204	$	42,314
Unsecured	124,150		25		25		24		3		—		—
Real estate:
One-to-four family residential	185,659		895		867		1,408		103		28		337
Commercial & multifamily residential:
Commercial land	293,694		2,287		—		—		—		2,287		2,282
Income property	1,901,313		5,023		2,768		3,328		185		2,255		2,601
Owner occupied	1,591,298		8,688		77		80		3		8,611		10,077
Real estate construction:
One-to-four family residential:
Land and acquisition	9,907		—		—		—		—		—		—
Residential construction	188,481		1,210		—		—		—		1,210		1,210
Commercial & multifamily residential:
Income property	293,028		—		—		—		—		—		—
Owner occupied	68,393		4,050		—		—		—		4,050		4,050
Consumer	325,210		7,015		5,303		5,568		199		1,712		1,864
Total	$	8,176,782	$	69,205	$	12,848	$	14,345	$	2,360	$	56,357	$	64,735

Table of Contents

The following table provides additional information on impaired loans for the three and nine month periods indicated:



	Three Months Ended September 30,								Nine Months Ended September 30,
	2018				2017				2018				2017
	Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans		Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans		Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans		Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans
	(in thousands)
Commercial business:
Secured	$	43,805	$	2	$	22,395	$	2	$	43,055	$	43	$	15,349	$	25
Unsecured	444		—		—		—		234		1		—		—
Real estate:
One-to-four family residential	545		12		856		15		713		30		688		37
Commercial & multifamily residential:
Commercial land	2,246		26		2,549		—		2,407		26		2,026		—
Income property	2,443		34		4,214		21		3,367		96		4,137		27
Owner occupied	9,349		124		4,530		127		8,986		333		4,496		319
Real estate construction:
One-to-four family residential:
Land and acquisition	—		—		—		—		—		—		4		—
Residential construction	—		—		—		—		605		—		84		—
Commercial & multifamily residential:
Owner occupied	4,050		72		2,025		151		4,050		174		1,012		151
Consumer	5,646		44		6,054		58		6,135		110		5,712		105
Total	$	68,528	$	314	$	42,623	$	374	$	69,552	$	813	$	33,508	$	664

Table of Contents

The following is an analysis of loans classified as troubled debt restructurings (“TDR”) during the three and nine months ended September 30, 2018 and 2017 :



	Three months ended September 30, 2018					Three months ended September 30, 2017
	Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(dollars in thousands)
Commercial business:
Secured	1	$	14,511	$	14,511	2	$	808	$	808
Real estate:
One-to-four family residential	—	—		—		2	201		201
Commercial and multifamily residential:
Income property	—	—		—		1	1,152		1,152
Owner occupied	—	—		—		1	78		78
Real estate construction:
Commercial and multifamily residential:
Owner occupied	—	—		—		1	4,050		4,050
Consumer	3	123		123		17	1,672		1,672
Total	4	$	14,634	$	14,634	24	$	7,961	$	7,961



	Nine months ended September 30, 2018					Nine months ended September 30, 2017
	Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
	(dollars in thousands)
Commercial business:
Secured	9	$	17,605	$	17,605	7	$	2,586	$	2,586
Real estate:
One-to-four family residential	—	—		—		3	583		583
Commercial and multifamily residential:
Income property	1	891		891		1	1,152		1,152
Owner occupied	—	—		—		1	78		78
Real estate construction:
Commercial and multifamily residential:
Owner occupied	—	—		—		1	4,050		4,050
Consumer	18	2,540		2,540		35	4,033		4,033
Total	28	$	21,036	$	21,036	48	$	12,482	$	12,482

The Company’s loans classified as TDR are loans that have been modified or the borrower has been granted special concessions due to financial difficulties that, if not for the challenges of the borrower, the Company would not otherwise consider. The TDR modifications or concessions are made to increase the likelihood that these borrowers with financial difficulties will be able to satisfy their debt obligations as amended. The concessions granted in the restructurings summarized in the table above largely consisted of maturity extensions, interest rate modifications or a combination of both. In limited circumstances, a reduction in the principal balance of the loan could also be made as a concession. Credit losses for loans classified as TDR are measured on the same basis as impaired loans. For impaired loans, an allowance is established when the collateral value less selling costs (or discounted cash flows or observable market price) of the impaired loan is lower than the recorded investment of that loan.

The Company had commitments to lend $16.2 million of additional funds on loans classified as TDR as of September 30, 2018 . The Company had $506 thousand of such commitments at December 31, 2017 . The Company did not have any loans modified as TDR that defaulted within 12 months of being modified as TDR during the three and nine months ended September 30, 2018 and 2017 .

Table of Contents

Purchased Credit Impaired Loans

Purchased credit impaired (“PCI”) loans are accounted for under ASC 310-30 and initially measured at fair value based on expected future cash flows over the life of the loans. Loans that have common risk characteristics are aggregated into pools. The Company remeasures contractual and expected cash flows, at the pool-level, on a quarterly basis.

Contractual cash flows are calculated based upon the loan pool terms after applying a prepayment factor. Calculation of the applied prepayment factor for contractual cash flows is the same as described below for expected cash flows.

Inputs to the determination of expected cash flows include cumulative default and prepayment data as well as loss severity and recovery lag information. Cumulative default and prepayment data are calculated via a transition matrix, which utilizes probability values of a loan pool transitioning into a particular delinquency state (e.g. 0-30 days past due, 31 to 60 days, etc.) given its delinquency state at the remeasurement date. Loss severity factors are based upon either actual charge-off data within the loan pools or industry averages, and recovery lags are based upon the collateral within the loan pools.

The excess of cash flows expected to be collected over the initial fair value of purchased credit impaired loans is referred to as the accretable yield and is accreted into interest income over the estimated life of the acquired loans using the effective yield method. Other adjustments to the accretable yield include changes in the estimated remaining life of the acquired loans, changes in expected cash flows and changes of indices for acquired loans with variable interest rates.

The following is an analysis of our PCI loans, net of related allowance for losses and remaining valuation discounts as of September 30, 2018 and December 31, 2017 :



	September 30, 2018		December 31, 2017
	(in thousands)
Commercial business	$	11,603	$	13,753
Real estate:
One-to-four family residential	10,243		14,610
Commercial and multifamily residential	70,344		79,211
Total real estate	80,587		93,821
Real estate construction:
One-to-four family residential	159		177
Commercial and multifamily residential	552		595
Total real estate construction	711		772
Consumer	9,880		12,412
Subtotal of PCI loans	102,781		120,758
Less:
Valuation discount resulting from acquisition accounting	6,845		8,088
Allowance for loan losses	4,017		6,907
PCI loans, net of allowance for loan losses	$	91,919	$	105,763

The following table shows the changes in accretable yield for PCI loans for the three and nine months ended September 30, 2018 and 2017 :



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(in thousands)
Balance at beginning of period	$	25,350		$	35,706		$	31,176		$	45,191
Accretion	(2,233		)	(2,766		)	(6,435		)	(9,830		)
Disposals	(221		)	—			(387		)	(158		)
Reclassifications from (to) nonaccretable difference	279			(892		)	(1,179		)	(3,155		)
Balance at end of period	$	23,175		$	32,048		$	23,175		$	32,048

Table of Contents


6.	Allowance for Loan and Lease Losses and Unfunded Commitments and Letters of Credit

We record an allowance for loan and lease losses (the “allowance”) to recognize management’s estimate of credit losses incurred in the loan portfolio at each balance sheet date. We have used the same methodology for allowance calculations during the nine months ended September 30, 2018 and 2017 .

The following tables show a detailed analysis of the allowance for the three and nine months ended September 30, 2018 and 2017 :



	Beginning Balance		Charge-offs			Recoveries		Provision (Recapture)			Ending Balance		Specific Reserve		General Allocation
Three months ended September 30, 2018	(in thousands)
Commercial business:
Secured	$	40,350	$	(576	)	$	496	$	2,912		$	43,182	$	1,139	$	42,043
Unsecured	2,443		(30		)	51		(41		)	2,423		—		2,423
Real estate:
One-to-four family residential	461		—			21		(110		)	372		8		364
Commercial & multifamily residential:
Commercial land	3,278		—			8		(87		)	3,199		—		3,199
Income property	4,102		—			202		(292		)	4,012		1		4,011
Owner occupied	4,356		—			3		316			4,675		71		4,604
Real estate construction:
One-to-four family residential:
Land and acquisition	848		—			582		(742		)	688		—		688
Residential construction	4,572		—			1		660			5,233		—		5,233
Commercial & multifamily residential:
Income property	7,367		—			—		573			7,940		—		7,940
Owner occupied	2,299		—			—		138			2,437		—		2,437
Consumer	5,292		(277		)	266		(258		)	5,023		36		4,987
Purchased credit impaired	4,782		(1,208		)	945		(502		)	4,017		—		4,017
Unallocated	—		—			—		586			586		—		586
Total	$	80,150	$	(2,091	)	$	2,575	$	3,153		$	83,787	$	1,255	$	82,532
	Beginning Balance		Charge-offs			Recoveries		Provision (Recapture)			Ending Balance		Specific Reserve		General Allocation
Nine months ended September 30, 2018	(in thousands)
Commercial business:
Secured	$	29,341	$	(8,741	)	$	2,536	$	20,046		$	43,182	$	1,139	$	42,043
Unsecured	2,000		(117		)	356		184			2,423		—		2,423
Real estate:
One-to-four family residential	701		—			389		(718		)	372		8		364
Commercial & multifamily residential:
Commercial land	4,265		—			92		(1,158		)	3,199		—		3,199
Income property	5,672		(223		)	901		(2,338		)	4,012		1		4,011
Owner occupied	5,459		—			19		(803		)	4,675		71		4,604
Real estate construction:
One-to-four family residential:
Land and acquisition	963		—			610		(885		)	688		—		688
Residential construction	3,709		—			6		1,518			5,233		—		5,233
Commercial & multifamily residential:
Income property	7,053		—			—		887			7,940		—		7,940
Owner occupied	4,413		—			—		(1,976		)	2,437		—		2,437
Consumer	5,163		(773		)	796		(163		)	5,023		36		4,987
Purchased credit impaired	6,907		(3,786		)	3,096		(2,200		)	4,017		—		4,017
Unallocated	—		—			—		586			586		—		586
Total	$	75,646	$	(13,640	)	$	8,801	$	12,980		$	83,787	$	1,255	$	82,532

Table of Contents



	Beginning Balance		Charge-offs			Recoveries		Provision (Recapture)			Ending Balance		Specific Reserve		General Allocation
Three months ended September 30, 2017	(in thousands)
Commercial business:
Secured	$	39,539	$	(1,362	)	$	550	$	(969	)	$	37,758	$	—	$	37,758
Unsecured	1,147		—			138		(298		)	987		—		987
Real estate:
One-to-four family residential	628		—			40		3			671		26		645
Commercial & multifamily residential:
Commercial land	2,356		—			45		(97		)	2,304		—		2,304
Income property	6,854		—			9		241			7,104		25		7,079
Owner occupied	6,512		—			4		306			6,822		—		6,822
Real estate construction:
One-to-four family residential:
Land and acquisition	361		—			14		(83		)	292		—		292
Residential construction	1,377		—			6		(272		)	1,111		—		1,111
Commercial & multifamily residential:
Income property	985		—			—		279			1,264		—		1,264
Owner occupied	1,382		—			—		(87		)	1,295		—		1,295
Consumer	3,551		(263		)	343		42			3,673		51		3,622
Purchased credit impaired	8,061		(1,633		)	1,389		(473		)	7,344		—		7,344
Unallocated	231		—			—		760			991		—		991
Total	$	72,984	$	(3,258	)	$	2,538	$	(648	)	$	71,616	$	102	$	71,514
	Beginning Balance		Charge-offs			Recoveries		Provision (Recapture)			Ending Balance		Specific Reserve		General Allocation
Nine months ended September 30, 2017	(in thousands)
Commercial business:
Secured	$	36,050	$	(6,071	)	$	3,750	$	4,029		$	37,758	$	—	$	37,758
Unsecured	960		(18		)	247		(202		)	987		—		987
Real estate:
One-to-four family residential	599		(460		)	380		152			671		26		645
Commercial & multifamily residential:
Commercial land	1,797		—			45		462			2,304		—		2,304
Income property	7,342		—			104		(342		)	7,104		25		7,079
Owner occupied	6,439		—			114		269			6,822		—		6,822
Real estate construction:
One-to-four family residential:
Land and acquisition	316		(14		)	61		(71		)	292		—		292
Residential construction	669		—			46		396			1,111		—		1,111
Commercial & multifamily residential:
Income property	404		—			—		860			1,264		—		1,264
Owner occupied	1,192		—			—		103			1,295		—		1,295
Consumer	3,534		(1,156		)	876		419			3,673		51		3,622
Purchased credit impaired	10,515		(5,372		)	3,737		(1,536		)	7,344		—		7,344
Unallocated	226		—			—		765			991		—		991
Total	$	70,043	$	(13,091	)	$	9,360	$	5,304		$	71,616	$	102	$	71,514

Table of Contents

Changes in the allowance for unfunded commitments and letters of credit, a component of “Other liabilities” in the Consolidated Balance Sheets, are summarized as follows:



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2018		2017			2018		2017
	(in thousands)
Balance at beginning of period	$	3,680	$	3,555		$	3,130	$	2,705
Net changes in the allowance for unfunded commitments and letters of credit	275		(75		)	825		775
Balance at end of period	$	3,955	$	3,480		$	3,955	$	3,480

Risk Elements

The extension of credit in the form of loans or other credit products to individuals and businesses is one of our principal business activities. Our policies and applicable laws and regulations require risk analysis as well as ongoing portfolio and credit management. We manage our credit risk through lending limit constraints, credit review, approval policies and extensive, ongoing internal monitoring. We also manage credit risk through diversification of the loan portfolio by type of loan, type of industry and type of borrower and by limiting the aggregation of debt to a single borrower.

Risk ratings are reviewed and updated whenever appropriate, with more periodic reviews as the risk and dollar value of loss on the loan increases. In the event full collection of principal and interest is not reasonably assured, the loan is appropriately downgraded and, if warranted, placed on nonaccrual status even though the loan may be current as to principal and interest payments. Additionally, we assess whether an impairment of a loan warrants specific reserves or a write-down of the loan.

Pass rated loans are generally considered to have sufficient sources of repayment in order to repay the loan in full in accordance with all terms and conditions. Special Mention rated loans have potential weaknesses that, if left uncorrected, may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Loans with a risk rating of Substandard or worse are reviewed to assess the ability of our borrowers to service all interest and principal obligations and, as a result, the risk rating may be adjusted accordingly. Loans risk rated as Substandard reflect loans where a loss is possible if loan weaknesses are not corrected. Doubtful rated loans have a high probability of loss; however, the amount of loss has not yet been determined. Loss rated loans are considered uncollectable and when identified, are charged off.

Table of Contents

The following is an analysis of the credit quality of our loan portfolio, excluding PCI loans, as of September 30, 2018 and December 31, 2017 :



	Pass		Special Mention		Substandard		Doubtful		Loss		Total
September 30, 2018	(in thousands)
Loans, excluding PCI loans:
Commercial business:
Secured	$	3,202,147	$	83,986	$	134,178	$	—	$	—	$	3,420,311
Unsecured	118,885		33		1		—		—		118,919
Real estate:
One-to-four family residential	229,704		—		1,607		—		—		231,311
Commercial and multifamily residential:
Commercial land	272,838		3,423		4,977		—		—		281,238
Income property	1,857,338		19,474		10,878		—		—		1,887,690
Owner occupied	1,532,093		27,182		37,994		—		—		1,597,269
Real estate construction:
One-to-four family residential:
Land and acquisition	5,645		—		318		—		—		5,963
Residential construction	204,628		—		—		—		—		204,628
Commercial and multifamily residential:
Income property	253,636		—		—		—		—		253,636
Owner occupied	86,461		—		4,050		—		—		90,511
Consumer	322,595		—		4,310		—		—		326,905
Total	$	8,085,970	$	134,098	$	198,313	$	—	$	—	8,418,381
Less:
Allowance for loan and lease losses											79,770
Loans, excluding PCI loans, net											$	8,338,611



	Pass		Special Mention		Substandard		Doubtful		Loss		Total
December 31, 2017	(in thousands)
Loans, excluding PCI loans:
Commercial business:
Secured	$	3,049,031	$	64,600	$	122,030	$	—	$	—	$	3,235,661
Unsecured	123,621		—		554		—		—		124,175
Real estate:
One-to-four family residential	183,312		1,186		2,056		—		—		186,554
Commercial and multifamily residential:
Commercial land	283,673		5,204		7,104		—		—		295,981
Income property	1,857,832		17,181		31,323		—		—		1,906,336
Owner occupied	1,546,775		7,380		45,831		—		—		1,599,986
Real estate construction:
One-to-four family residential:
Land and acquisition	9,882		—		25		—		—		9,907
Residential construction	187,863		—		1,828		—		—		189,691
Commercial and multifamily residential:
Income property	293,028		—		—		—		—		293,028
Owner occupied	68,393		—		4,050		—		—		72,443
Consumer	323,129		—		9,096		—		—		332,225
Total	$	7,926,539	$	95,551	$	223,897	$	—	$	—	8,245,987
Less:
Allowance for loan and lease losses											68,739
Loans, excluding PCI loans, net											$	8,177,248

Table of Contents

The following is an analysis of the credit quality of our PCI loan portfolio as of September 30, 2018 and December 31, 2017 :



	Pass		Special Mention		Substandard		Doubtful		Loss		Total
September 30, 2018	(in thousands)
PCI loans:
Commercial business:
Secured	$	9,732	$	—	$	947	$	—	$	—	$	10,679
Unsecured	824		—		100		—		—		924
Real estate:
One-to-four family residential	10,021		—		222		—		—		10,243
Commercial and multifamily residential:
Commercial land	10,583		—		—		—		—		10,583
Income property	20,444		—		1,898		—		—		22,342
Owner occupied	37,042		—		377		—		—		37,419
Real estate construction:
One-to-four family residential:
Land and acquisition	155		—		4		—		—		159
Residential construction	—		—		—		—		—		—
Commercial and multifamily residential:
Income property	552		—		—		—		—		552
Owner occupied	—		—		—		—		—		—
Consumer	9,638		—		242		—		—		9,880
Total	$	98,991	$	—	$	3,790	$	—	$	—	102,781
Less:
Valuation discount resulting from acquisition accounting											6,845
Allowance for loan losses											4,017
PCI loans, net											$	91,919



	Pass		Special Mention		Substandard		Doubtful		Loss		Total
December 31, 2017	(in thousands)
PCI loans:
Commercial business:
Secured	$	11,918	$	—	$	723	$	—	$	—	$	12,641
Unsecured	1,045		—		67		—		—		1,112
Real estate:
One-to-four family residential	13,817		—		793		—		—		14,610
Commercial and multifamily residential:
Commercial land	9,460		349		—		—		—		9,809
Income property	25,981		—		35		—		—		26,016
Owner occupied	42,617		—		769		—		—		43,386
Real estate construction:
One-to-four family residential:
Land and acquisition	169		—		8		—		—		177
Residential construction	—		—		—		—		—		—
Commercial and multifamily residential:
Income property	595		—		—		—		—		595
Owner occupied	—		—		—		—		—		—
Consumer	11,705		—		707		—		—		12,412
Total	$	117,307	$	349	$	3,102	$	—	$	—	120,758
Less:
Valuation discount resulting from acquisition accounting											8,088
Allowance for loan losses											6,907
PCI loans, net											$	105,763

Table of Contents


7.	Other Real Estate Owned (“OREO”)

The following tables set forth activity in OREO for the three and nine months ended September 30, 2018 and 2017 :



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(in thousands)
Balance, beginning of period	$	7,080		$	4,058		$	13,298		$	5,998
Transfers in	794			74			1,200			74
Valuation adjustments	(495		)	(138		)	(697		)	(364		)
Proceeds from sale of OREO property	(47		)	(182		)	(5,868		)	(1,901		)
Loss on sale of OREO, net	(1		)	(130		)	(602		)	(125		)
Balance, end of period	$	7,331		$	3,682		$	7,331		$	3,682

At September 30, 2018 , there were $60 thousand in foreclosed residential real estate properties held as OREO and the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process was $736 thousand .


8.	Goodwill and Other Intangible Assets

In accordance with the Intangibles – Goodwill and Other topic of the FASB ASC, goodwill is not amortized but is reviewed for potential impairment at the reporting unit level. Management analyzes its goodwill for impairment on an annual basis on July 31 and between annual tests in certain circumstances such as material adverse changes in legal, business, regulatory and economic factors. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value. The Company performed an annual impairment assessment as of July 31, 2018 and concluded that there was no impairment.

The core deposit intangible (“CDI”) is evaluated for impairment if events and circumstances indicate a possible impairment. The CDI is amortized on an accelerated basis over an estimated life of 10 years .

The following table sets forth activity for goodwill and other intangible assets for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(in thousands)
Goodwill
Total goodwill (1)	$	765,842		$	382,762		$	765,842		$	382,762
Other intangible assets, net
Core deposit intangible:
Gross core deposit intangible balance at beginning of period	105,473			58,598			105,473			58,598
Accumulated amortization at beginning of period	(54,495		)	(44,484		)	(48,219		)	(41,886		)
Core deposit intangible, net at beginning of period	50,978			14,114			57,254			16,712
CDI current period amortization	(3,070		)	(1,188		)	(9,346		)	(3,786		)
Total core deposit intangible, net at end of period	47,908			12,926			47,908			12,926
Intangible assets not subject to amortization	919			919			919			919
Other intangible assets, net at end of period	48,827			13,845			48,827			13,845
Total goodwill and other intangible assets at end of period	$	814,669		$	396,607		$	814,669		$	396,607

__________

(1) See Note 3, “Business Combinations,” for additional information regarding goodwill and intangible assets recorded related to the acquisition of Pacific Continental on November 1, 2017.

Table of Contents

The following table provides the estimated future amortization expense of core deposit intangibles for the remaining three months ending December 31, 2018 and the succeeding four years:



	Amount
	(in thousands)
Year ending December 31,
2018	$	2,890
2019	10,479
2020	8,724
2021	7,264
2022	5,880


9.	Subordinated Debentures

On November 1, 2017, with its acquisition of Pacific Continental, the Company assumed $35.0 million in aggregate principal amount of fixed-to-floating rate subordinated debentures (the “Notes”). The Notes are callable at par on June 30, 2021, have a stated maturity of June 30, 2026 and bear interest at a fixed annual rate of 5.875% per year, from and including June 27, 2016, but excluding June 30, 2021. From and including June 30, 2021 through the maturity date or early redemption date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR plus 471.5 basis points.


10.	Junior Subordinated Debentures

On November 1, 2017, with its acquisition of Pacific Continental, the Company assumed $14.4 million of trust preferred obligations. The Company redeemed $6.2 million of these obligations during 2017. The remaining $8.2 million of obligations were redeemed in January 2018.


11.	Derivatives and Balance Sheet Offsetting

The Company periodically enters into certain commercial loan interest rate swap agreements in order to provide commercial loan customers the ability to convert from variable to fixed interest rates. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to a swap agreement. This swap agreement effectively converts the customer’s variable rate loan into a fixed rate. The Company then enters into a corresponding swap agreement with a third-party in order to offset its exposure on the variable and fixed components of the customer agreement. As the interest rate swap agreements with the customers and third parties are not designated as hedges under the Derivatives and Hedging topic of the FASB ASC, the instruments are marked to market in earnings. The notional amount of open interest rate swap agreements at September 30, 2018 and December 31, 2017 was $368.1 million and $384.7 million , respectively. During the three and nine months ended September 30, 2018 , mark-to-market gain s of $1 thousand and $9 thousand , respectively, were recorded to “Other” noninterest expense. During the three and nine months ended September 30, 2017 , mark-to-market gain s of $6 thousand and $12 thousand , respectively, were recorded to “Other” noninterest expense.

The following table presents the fair value of derivatives not designated as hedging instruments at September 30, 2018 and December 31, 2017 :

Asset Derivatives

Liability Derivatives

September 30, 2018

December 31, 2017

September 30, 2018

December 31, 2017

Balance Sheet
Location

Fair Value

Balance Sheet
Location

Fair Value

Balance Sheet
Location

Fair Value

Balance Sheet
Location

Fair Value

(in thousands)

Interest rate contracts

Other assets

10,479

Other assets

6,707

Other liabilities

10,478

Other liabilities

6,714

Table of Contents

The Company is party to interest rate contracts and repurchase agreements that are subject to enforceable master netting arrangements or similar agreements. Under these agreements, the Company may have the right to net settle multiple contracts with the same counterparty. The following tables show the gross interest rate swap agreements and repurchase agreements in the Consolidated Balance Sheets and the respective collateral received or pledged in the form of cash or other financial instruments, which are generally marketable securities. The collateral amounts in these tables are limited to the outstanding balances of the related asset or liability. Therefore, instances of overcollateralization are not shown.



	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Assets/Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets				Collateral Posted			Net Amount
September 30, 2018	(in thousands)
Assets
Interest rate contracts	$	10,479	$	—	$	10,479	$	—		$	10,479
Liabilities
Interest rate contracts	$	10,478	$	—	$	10,478	$	(9,595	)	$	883
Repurchase agreements	$	62,197	$	—	$	62,197	$	(62,197	)	$	—

December 31, 2017
Assets
Interest rate contracts	$	6,707	$	—	$	6,707	$	—		$	6,707
Liabilities
Interest rate contracts	$	6,714	$	—	$	6,714	$	(6,714	)	$	—
Repurchase agreements	$	79,059	$	—	$	79,059	$	(79,059	)	$	—

The following table presents the class of collateral pledged for repurchase agreements as well as the remaining contractual maturity of the repurchase agreements:



	Remaining contractual maturity of the agreements
	Overnight and continuous		Up to 30 days		30 - 90 days		Greater than 90 days		Total
September 30, 2018	(in thousands)
Class of collateral pledged for repurchase agreements
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	62,197	$	—	$	—	$	—	$	62,197
Gross amount of recognized liabilities for repurchase agreements									62,197
Amounts related to agreements not included in offsetting disclosure									$	—

The collateral utilized for the Company’s repurchase agreements is subject to market fluctuations as well as prepayments of principal. The Company monitors the risk of the fair value of its pledged collateral falling below acceptable amounts based on the type of the underlying repurchase agreement. The pledged collateral related to the Company’s $62.2 million sweep repurchase agreements, which mature on an overnight basis, is monitored on a daily basis as the underlying sweep accounts can have frequent transaction activity and the amount of pledged collateral is adjusted as necessary.


12.	Commitments and Contingent Liabilities

Lease Commitments: The Company’s lease commitments consist primarily of leased locations under various non-cancellable operating leases that expire between 2018 and 2043 . The majority of the leases contain renewal options and provisions for increases in rental rates based on an agreed upon index or predetermined escalation schedule.

Financial Instruments with Off-Balance Sheet Risk: In the normal course of business, the Company makes loan commitments (typically unfunded loans and unused lines of credit) and issues standby letters of credit to accommodate the financial needs of its customers. At September 30, 2018 and December 31, 2017 , the Company’s loan commitments amounted to $2.50 billion and $2.62 billion , respectively.

Table of Contents

Standby letters of credit commit the Company to make payments on behalf of customers under specified conditions. Historically, no significant losses have been incurred by the Company under standby letters of credit. Both arrangements have credit risk essentially the same as that involved in extending loans to customers and are subject to the Company’s normal credit policies, including collateral requirements, where appropriate. Standby letters of credit were $41.8 million and $51.3 million at September 30, 2018 and December 31, 2017 , respectively. In addition, commitments under commercial letters of credit used to facilitate customers’ trade transactions and other off-balance sheet liabilities amounted to $104 thousand and $159 thousand at September 30, 2018 and December 31, 2017 , respectively.

Legal Proceedings: The Company and its subsidiaries are from time to time defendants in and are threatened with various legal proceedings arising from their regular business activities. Management, after consulting with legal counsel, is of the opinion that the ultimate liability, if any, resulting from these pending or threatened actions and proceedings will not have a material effect on the financial statements of the Company.


13.	Shareholders’ Equity

Dividends: On January 25, 2018 , the Company declared a regular quarterly cash dividend of $0.22 per common share payable on February 21, 2018 to shareholders of record at the close of business on February 7, 2018 .

On April 25, 2018 , the Company declared a regular quarterly cash dividend of $0.26 per common share payable on May 23, 2018 to shareholders of record at the close of business on May 9, 2018 .

On July 25, 2018 , the Company declared a regular quarterly cash dividend of $0.26 per common share payable on August 22, 2018 to shareholders of record at the close of business on August 8, 2018 .

Subsequent to quarter end, on October 25, 2018 , the Company declared a regular quarterly cash dividend of $0.26 per common share and a special cash dividend of $0.14 per common share payable on November 21, 2018 to shareholders of record at the close of business on November 7, 2018 .

The payment of cash dividends is subject to federal regulatory requirements for capital levels and other restrictions. In addition, the cash dividends paid by Columbia Bank to the Company are subject to both federal and state regulatory requirements.

Table of Contents


14.	Accumulated Other Comprehensive Loss

The following table shows changes in accumulated other comprehensive income (loss) by component for the three and nine month periods ended September 30, 2018 and 2017 :



	Unrealized Gains and Losses on Available-for-Sale Securities (1)			Unrealized Gains and Losses on Pension Plan Liability (1)			Total (1)
Three months ended September 30, 2018	(in thousands)
Beginning balance	$	(53,597	)	$	(2,324	)	$	(55,921	)
Other comprehensive loss before reclassifications	(14,149		)	—			(14,149		)
Amounts reclassified from accumulated other comprehensive loss	—			61			61
Net current-period other comprehensive income (loss)	(14,149		)	61			(14,088		)
Ending balance	$	(67,746	)	$	(2,263	)	$	(70,009	)
Three months ended September 30, 2017
Beginning balance	$	(4,969	)	$	(1,559	)	$	(6,528	)
Other comprehensive income before reclassifications	549			—			549
Amounts reclassified from accumulated other comprehensive loss	—			46			46
Net current-period other comprehensive income	549			46			595
Ending balance	$	(4,420	)	$	(1,513	)	$	(5,933	)
Nine months ended September 30, 2018
Beginning balance	$	(19,779	)	$	(2,446	)	$	(22,225	)
Adjustment pursuant to adoption of ASU 2016-01	157			—			157
Other comprehensive loss before reclassifications	(48,043		)	—			(48,043		)
Amounts reclassified from accumulated other comprehensive loss	(81		)	183			102
Net current-period other comprehensive income (loss)	(48,124		)	183			(47,941		)
Ending balance	$	(67,746	)	$	(2,263	)	$	(70,009	)
Nine months ended September 30, 2017
Beginning balance	$	(12,704	)	$	(6,295	)	$	(18,999	)
Other comprehensive income before reclassifications	8,284			4,604			12,888
Amounts reclassified from accumulated other comprehensive loss	—			178			178
Net current-period other comprehensive income	8,284			4,782			13,066
Ending balance	$	(4,420	)	$	(1,513	)	$	(5,933	)

__________

(1) All amounts are net of tax. Amounts in parenthesis indicate debits.

Table of Contents

The following table shows details regarding the reclassifications from accumulated other comprehensive income (loss) for the three and nine month periods ended September 30, 2018 and 2017 :



	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
	Three Months Ended September 30,						Nine Months Ended September 30,						Affected line Item in the Consolidated
	2018			2017			2018			2017			Statement of Income
	(in thousands)
Unrealized gains and losses on available-for-sale debt securities
Investment securities gains, net	$	—		$	—		$	106		$	—		Investment securities losses, net
	—			—			106			—			Total before tax
	—			—			(25		)	—			Income tax provision
	$	—		$	—		$	81		$	—		Net of tax

Amortization of pension plan liability
Actuarial losses	$	(80	)	$	(72	)	$	(239	)	$	(279	)	Compensation and employee benefits
	(80		)	(72		)	(239		)	(279		)	Total before tax
	19			26			56			101			Income tax benefit
	$	(61	)	$	(46	)	$	(183	)	$	(178	)	Net of tax


15.	Fair Value Accounting and Measurement

The Fair Value Measurements and Disclosures topic of the FASB ASC defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value. We hold fixed and variable rate interest-bearing securities, investments in marketable equity securities and certain other financial instruments, which are carried at fair value. Fair value is determined based upon quoted prices when available or through the use of alternative approaches, such as matrix or model pricing, when market quotes are not readily accessible or available.

The valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets that are accessible at the measurement date.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

Fair values are determined as follows:

Securities at fair value are priced using a combination of market activity, industry recognized information sources, yield curves, discounted cash flow models and other factors. These fair value calculations are considered a Level 2 input method under the provisions of the Fair Value Measurements and Disclosures topic of the FASB ASC for all securities other than U.S. Treasury Notes and equity securities, which are considered a Level 1 input method.

Interest rate contract positions are valued in models, which use as their basis, readily observable market parameters and are classified within Level 2 of the valuation hierarchy.

Table of Contents

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at September 30, 2018 and December 31, 2017 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:



	Fair value		Fair Value Measurements at Reporting Date Using
	Fair value		Level 1		Level 2		Level 3
September 30, 2018	(in thousands)
Assets
Debt securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	1,928,832	$	—	$	1,928,832	$	—
State and municipal debt securities	567,818		—		567,818		—
U.S. government agency and government-sponsored enterprise securities	424,217		—		424,217		—
U.S. government securities	247		247		—		—
Total debt securities available for sale	$	2,921,114	$	247	$	2,920,867	$	—
Equity securities	$	4,901	$	4,901	$	—	$	—
Other assets (Interest rate contracts)	$	10,479	$	—	$	10,479	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	10,478	$	—	$	10,478	$	—



	Fair value		Fair Value Measurements at Reporting Date Using
	Fair value		Level 1		Level 2		Level 3
December 31, 2017	(in thousands)
Assets
Debt securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	1,726,725	$	—	$	1,726,725	$	—
State and municipal debt securities	596,004		—		596,004		—
U.S. government agency and government-sponsored enterprise securities	414,774		—		414,774		—
U.S. government securities	248		248		—		—
Total debt securities available for sale	$	2,737,751	$	248	$	2,737,503	$	—
Equity securities	$	5,080	$	5,080	$	—	$	—
Other assets (Interest rate contracts)	$	6,707	$	—	$	6,707	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	6,714	$	—	$	6,714	$	—

There were no transfers between Level 1 and Level 2 of the valuation hierarchy during the nine month periods ended September 30, 2018 and 2017 . The Company recognizes transfers between levels of the valuation hierarchy based on the valuation level at the end of the reporting period.

Table of Contents

Nonrecurring Measurements

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment and OREO. The following methods were used to estimate the fair value of each such class of financial instrument:

Impaired loans —A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, a loan’s observable market price, or the fair market value of the collateral less estimated costs to sell if the loan is a collateral-dependent loan. The impairment evaluations are performed in conjunction with the allowance process on a quarterly basis by officers in the Special Credits group, which reports to the Chief Credit Officer. The Real Estate Appraisal Services Department (“REASD”), which also reports to the Chief Credit Officer, is responsible for obtaining appraisals from third-parties or performing internal evaluations. If an appraisal is obtained from a third-party, the REASD reviews the appraisal to evaluate the adequacy of the appraisal report, including its scope, methods, accuracy and reasonableness.

Other real estate owned —OREO is real property that the Bank has taken ownership of in partial or full satisfaction of a loan or loans. OREO is generally measured based on the property’s fair market value as indicated by an appraisal or a letter of intent to purchase. OREO is initially recorded at the fair value less estimated costs to sell. This amount becomes the property’s new basis. Any fair value adjustments based on the property’s fair value less estimated costs to sell at the date of acquisition are charged to the allowance, or in the event of a write-up without previous losses charged to the allowance, a credit to earnings is recorded. Management periodically reviews OREO in an effort to ensure the property is recorded at its fair value, net of estimated costs to sell. Any fair value adjustments subsequent to acquisition are charged or credited to earnings. The initial and subsequent evaluations are performed by officers in the Special Credits group, which reports to the Chief Credit Officer. The REASD obtains appraisals from third-parties for OREO and performs internal evaluations. If an appraisal is obtained from a third-party, the REASD reviews the appraisal to evaluate the adequacy of the appraisal report, including its scope, methods, accuracy and reasonableness.

The following tables set forth information related to the Company’s assets that were measured using fair value estimates on a nonrecurring basis during the current and prior year quarterly periods:



	Fair value at September 30, 2018		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended September 30, 2018		Losses During the Nine Months Ended September 30, 2018
	Fair value at September 30, 2018		Level 1		Level 2		Level 3		Losses During the Three Months Ended September 30, 2018		Losses During the Nine Months Ended September 30, 2018
	(in thousands)
Impaired loans	$	14,616	$	—	$	—	$	14,616	$	1,208	$	1,208
OREO	1,240		—		—		1,240		445		445
	$	15,856	$	—	$	—	$	15,856	$	1,653	$	1,653



	Fair value at September 30, 2017		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended September 30, 2017		Losses During the Nine Months Ended September 30, 2017
	Fair value at September 30, 2017		Level 1		Level 2		Level 3		Losses During the Three Months Ended September 30, 2017		Losses During the Nine Months Ended September 30, 2017
	(in thousands)
Impaired loans	$	843	$	—	$	—	$	843	$	170	$	170
OREO	625		—		—		625		138		138
	$	1,468	$	—	$	—	$	1,468	$	308	$	308

The losses on impaired loans disclosed above represent the amount of the specific reserve and/or charge-offs during the period applicable to loans held at period end. The amount of the specific reserve is included in the allowance for loan and lease losses. The losses on OREO disclosed above represent the write-downs taken at foreclosure that were charged to the allowance for loan and lease losses, as well as subsequent changes in any valuation allowances from updated appraisals that were recorded to earnings.

Table of Contents

Quantitative information about Level 3 fair value measurements

The range and weighted-average of the significant unobservable inputs used to fair value our Level 3 nonrecurring assets, along with the valuation techniques used, are shown in the following table:



	Fair value at September 30, 2018		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans - collateral-dependent (3)	$	14,616	Fair Market Value of Collateral	Adjustment to Stated Value	0.00% - 54.51% (6.66%)
OREO	$	1,240	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount applied to appraisal value or stated value (in the case of accounts receivable, fixed assets, and inventory).
(2) Quantitative disclosures are not provided for OREO because there were no adjustments made to the appraisal values.
(3) Collateral consists of accounts receivable, fixed assets, inventory, cash, real estate and state guarantee.



	Fair value at September 30, 2017		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans - collateral-dependent (3)	$	715	Fair Market Value of Collateral	Adjustment to Stated Value	N/A (2)
Impaired loans - other (4)	$	128	Discounted Cash Flow	Discount Rate	7.75%
OREO	$	625	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount rate used in discounted cash flow valuation.
(2) Quantitative disclosures are not provided for collateral-dependent impaired loans and OREO because there were no adjustments made to the appraisal values or stated values during the current period.
(3) Collateral consists of government agency guarantee.
(4) As there was only one impaired loan remeasured using discounted cash flows, a range of discounts could not be provided.

Table of Contents

The following tables summarize carrying amounts and estimated fair values of selected financial instruments by level within the fair value hierarchy at September 30, 2018 and December 31, 2017 :



	September 30, 2018
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	220,706	$	220,706	$	220,706	$	—	$	—
Interest-earning deposits with banks	21,456		21,456		21,456		—		—
Debt securities available for sale	2,921,114		2,921,114		247		2,920,867		—
Equity securities	4,901		4,901		4,901		—		—
FHLB stock	16,640		16,640		—		16,640		—
Loans held for sale	5,275		5,275		—		5,275		—
Loans	8,430,530		8,425,433		—		—		8,425,433
Interest rate contracts	10,479		10,479		—		10,479		—
Liabilities
Time deposits	$	431,496	$	423,165	$	—	$	423,165	$	—
FHLB advances	166,536		166,999		—		166,999		—
Repurchase agreements	62,197		62,197		—		62,197		—
Subordinated debentures	35,508		35,001		—		35,001		—
Interest rate contracts	10,478		10,478		—		10,478		—



	December 31, 2017
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	244,615	$	244,615	$	244,615	$	—	$	—
Interest-earning deposits with banks	97,918		97,918		97,918		—		—
Debt securities available for sale	2,737,751		2,737,751		248		2,737,503		—
Equity securities	5,080		5,080		5,080		—		—
FHLB stock	10,440		10,440		—		10,440		—
Loans held for sale	5,766		5,766		—		5,766		—
Loans	8,283,011		8,055,817		—		—		8,055,817
Interest rate contracts	6,707		6,707		—		6,707		—
Liabilities
Time deposits	$	491,045	$	483,095	$	—	$	483,095	$	—
FHLB advances	11,579		12,281		—		12,281		—
Repurchase agreements	79,059		79,070		—		79,070		—
Subordinated debentures	35,647		35,895		—		35,895		—
Junior subordinated debentures	8,248		8,248		—		8,248		—
Interest rate contracts	6,714		6,714		—		6,714		—

Table of Contents


16.	Earnings per Common Share

The Company applies the two-class method of computing basic and diluted EPS. Under the two-class method, EPS is determined for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The Company issues restricted shares under share-based compensation plans and preferred shares which qualify as participating securities.

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2018 and 2017 :



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
	(in thousands except per share)
Basic EPS:
Net income	$	46,415	$	40,769	$	128,134	$	97,100
Less: Earnings allocated to participating securities:
Preferred shares	—		—		—		4
Nonvested restricted shares	504		558		1,413		1,325
Earnings allocated to common shareholders	$	45,911	$	40,211	$	126,721	$	95,771
Weighted average common shares outstanding	72,427		57,566		72,370		57,459
Basic earnings per common share	$	0.63	$	0.70	$	1.75	$	1.67
Diluted EPS:
Earnings allocated to common shareholders	$	45,911	$	40,211	$	126,721	$	95,771
Weighted average common shares outstanding	72,427		57,566		72,370		57,459
Dilutive effect of equity awards	5		5		4		6
Weighted average diluted common shares outstanding	72,432		57,571		72,374		57,465
Diluted earnings per common share	$	0.63	$	0.70	$	1.75	$	1.67
Potentially dilutive share options that were not included in the computation of diluted EPS because to do so would be anti-dilutive	—		12		5		13


17.	Revenue from Contracts with Customers

Revenue in the scope of Topic 606, Revenue from Contracts with Customers is measured based on the consideration specified in the contract with a customer and excludes amounts collected on behalf of third parties. The vast majority of the Company’s revenue is specifically outside the scope of Topic 606. For in-scope revenue, the following is a description of principal activities, separated by the timing of revenue recognition from which the Company generates its revenue from contracts with customers.

Revenue earned at a point in time - Examples of revenue earned at a point in time are ATM transaction fees, wire transfer fees, overdraft fees, interchange fees and foreign exchange transaction fees. Revenue is primarily based on the number and type of transactions and is generally derived from transactional information accumulated by our systems and is recognized immediately as the transactions occur or upon providing the service to complete the customer’s transaction. The Company is the principal in each of these contracts, with the exception of interchange fees, in which case we are acting as the agent and record revenue net of expenses paid to the principal.

Revenue earned over time - The Company earns revenue from contracts with customers in a variety of ways where the revenue is earned over a period of time - generally monthly. Examples of this type of revenue are deposit account maintenance fees, investment advisory fees, merchant revenue and safe deposit box fees. Revenue is generally derived from transactional information accumulated by our systems or those of third-parties and is recognized as the related transactions occur or services are rendered to the customer.

Table of Contents

The Company recognizes revenue from contracts with customers when it satisfies its performance obligations. The Company’s performance obligations are typically satisfied as services are rendered and our contracts generally do not include multiple performance obligations. As a result, there are no contract balances as payments and services are rendered simultaneously. Payment is generally collected at the time services are rendered, monthly or quarterly. Unsatisfied performance obligations at the report date are not material to our consolidated financial statements.

In certain cases, other parties are involved with providing products and services to our customers. If the Company is principal in the transaction (providing goods or services itself), revenues are reported based on the gross consideration received from the customer and any related expenses are reported gross in noninterest expense. If the Company is an agent in the transaction (arranging for another party to provide goods or services), the Company reports its net fee or commission retained as revenue.

Rebates, waivers and reversals are recorded as a reduction of the transaction price either when the revenue is recognized by the Company or at the time the rebate, waiver or reversal is earned by the customer.

Practical expedients

The Company applies the practical expedient in paragraph 606-10-32-18 and does not adjust the consideration from customers for the effects of a significant financing component if at contract inception the period between when the entity transfers the goods or services and when the customer pays for that good or service will be one year or less.

The Company pays sales commissions to its employees in accordance with certain incentive plans and in connection with obtaining certain contracts with customers. The Company applies the practical expedient in paragraph 340-40-25-4 and expenses such sales commissions when incurred if the amortization period of the asset the Company otherwise would have recognized is one year or less. Sales commissions are included in compensation and employee benefits expense.

For the Company’s contracts that have an original expected duration of one year or less, the Company uses the practical expedient in paragraph 606-10-50-14 and has not disclosed the amount of the transaction price allocated to unsatisfied performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue.

Disaggregation of revenue

The following table shows the disaggregation of revenue from contracts with customers for the three and nine month periods ended September 30, 2018 :



	Three Months Ended September 30,		Nine Months Ended September 30,
	2018		2018
	(dollars in thousands)
Noninterest income:
Revenue from contracts with customers:
Deposit account and treasury management fees	$	9,266	$	26,689
Card revenue	3,714		16,143
Financial services and trust revenue	2,975		8,924
Total revenue from contracts with customers	15,955		51,756
Other sources of noninterest income	5,064		16,098
Total noninterest income	$	21,019	$	67,854


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

This discussion should be read in conjunction with the unaudited Consolidated Financial Statements of Columbia Banking System, Inc. (referred to in this report as “we”, “our”, “Columbia” and “the Company”) and notes thereto presented elsewhere in this report and with the December 31, 2017 audited Consolidated Financial Statements and its accompanying notes included in our Annual Report on Form 10-K. In the following discussion, unless otherwise noted, references to increases or decreases in average balances in items of income and expense for a particular period and balances at a particular date refer to the comparison with corresponding amounts for the period or date one year earlier.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. Forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. In addition to the factors set forth in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and the factors set forth in the section titled “Risk Factors” in the Company’s Form 10-K, the following factors, among others, could cause actual results to differ materially from the anticipated results expressed or implied by forward-looking statements:


•	national and global economic conditions could be less favorable than expected or could have a more direct and pronounced effect on us than expected and adversely affect our ability to continue internal growth and maintain the quality of our earning assets;


•	the markets where we operate and make loans could face challenges;


•	the risks presented by the economy, which could adversely affect credit quality, collateral values, including real estate collateral, investment values, liquidity and loan originations and loan portfolio delinquency rates;


•	the efficiencies and enhanced financial and operating performance we expect to realize from investments in personnel, acquisitions, and infrastructure may not be realized;


•	interest rate changes could significantly reduce net interest income and negatively affect funding sources;


•	projected business increases following strategic expansion could be lower than expected;


•	changes in the scope and cost of Federal Deposit Insurance Corporation (“FDIC”) insurance and other coverages;


•	the impact of acquired loans on our earnings;


•	changes in accounting principles, policies and guidelines applicable to bank holding companies and banking;


•	changes in laws and regulations affecting our businesses, including changes in the enforcement and interpretation of such laws and regulations by applicable governmental and regulatory agencies;


•	competition among financial institutions and nontraditional providers of financial services could increase significantly;


•	continued consolidation in the Northwest financial services industry resulting in the creation of larger financial institutions that may have greater resources could change the competitive landscape;


•	the goodwill we have recorded in connection with acquisitions could become impaired, which may have an adverse impact on our earnings and capital;


•	our ability to identify and address cyber-security risks, including security breaches, “denial of service attacks,” “hacking” and identity theft;


•	any material failure or interruption of our information and communications systems or inability to keep pace with technological changes;


•	our ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk and regulatory and compliance risk;


•	the effect of geopolitical instability, including wars, conflicts and terrorist attacks;


•	our profitability measures could be adversely affected if we are unable to effectively manage our capital;


•	natural disasters, including earthquakes, tsunamis, flooding, fires and other unexpected events; and


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

You should take into account that forward-looking statements speak only as of the date of this report. Given the described uncertainties and risks, we cannot guarantee our future performance or results of operations and you should not place undue reliance on forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under federal securities laws.

Table of Contents

CRITICAL ACCOUNTING POLICIES

Management has identified the accounting policies related to the allowance for loan and lease losses (the “allowance”), business combinations and the valuation and recoverability of goodwill as critical to an understanding of our financial statements. These policies and related estimates are discussed in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Allowance for Loan and Lease Losses,” “Business Combinations” and “Valuation and Recoverability of Goodwill” in our 2017 Annual Report on Form 10-K. There have not been any material changes in our critical accounting policies as compared to those disclosed in our 2017 Annual Report on Form 10-K.

RESULTS OF OPERATIONS

Our results of operations are dependent to a large degree on our net interest income. We also generate noninterest income from our broad range of products and services including treasury management, wealth management and debit and credit cards. Our operating expenses consist primarily of compensation and employee benefits, occupancy, data processing and legal and professional fees. Like most financial institutions, our interest income and cost of funds are affected significantly by general economic conditions, particularly changes in market interest rates, and by government policies and actions of regulatory authorities.

Earnings Summary

Comparison of current quarter to prior year period

The Company reported net income for the third quarter of $46.4 million or $0.63 per diluted common share, compared to $40.8 million or $0.70 per diluted common share for the third quarter of 2017 . Net interest income for the three months ended September 30, 2018 was $122.8 million , an increase of $33.9 million from the prior year period. The increase was a result of higher interest income on loans primarily due to higher loan volumes from our acquisition of Pacific Continental and the rising rate environment. Noninterest income for the current quarter was $21.0 million , a decrease of $16.0 million from the prior year period. The decrease was primarily due to the one-time gain on the sale of the merchant card services portfolio in the third quarter of 2017 and lower card revenue as we became subject to the interchange fee cap imposed under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The provision for loan and lease losses for the third quarter of 2018 was $3.2 million compared to a recapture of $648 thousand during the third quarter of 2017 . The provision expense recorded in the third quarter of 2018 reflected a $3.3 million provision for loans, excluding PCI loans, and a $502 thousand provision recapture from PCI loans.

Total noninterest expense for the quarter ended September 30, 2018 was $82.8 million , an increase from $67.5 million for the third quarter of 2017 . The increase from the prior year period was primarily due to higher compensation and benefits expense and intangible asset amortization expense in the current quarter as a result of the recent Pacific Continental acquisition.

Comparison of current year-to-date to prior year period

Net interest income for the nine months ended September 30, 2018 was $355.0 million , an increase of $93.2 million from the prior year period. The increase was a result of higher interest income on loans primarily due to higher loan volumes from our acquisition of Pacific Continental and the rising rate environment. Noninterest income for the current period was $67.9 million , a decrease of $18.2 million from the prior year period. The decrease was primarily due to the previously noted sale of the merchant card services portfolio and lower card revenue as a result of the interchange fee cap.

The provision for loan and lease losses for the nine months ended September 30, 2018 was $13.0 million compared to a provision of $5.3 million for the first nine months of 2017 . During the current year-to-date period, we recorded a large charge-off in our agricultural portfolio. The $13.0 million provision was due to recording a provision of $15.2 million for loans, excluding PCI loans, and a provision recapture of $2.2 million related to PCI loans.

Total noninterest expense for the nine months ended September 30, 2018 was $253.5 million , a 23% increase from the prior year period. The increase from the prior year period was primarily driven by increased compensation and employee benefits expense and intangible asset amortization expense as a result of the recent Pacific Continental acquisition as well as $4.61 million higher acquisition-related expenses.

Table of Contents

Net Interest Income

The following table sets forth the average balances of all major categories of interest-earning assets and interest-bearing liabilities, the total dollar amounts of interest income on interest-earning assets and interest expense on interest-bearing liabilities, the average yield earned on interest-earning assets and average cost of interest-bearing liabilities by category and, in total, net interest income and net interest margin:



	Three Months Ended September 30,						Three Months Ended September 30,
	2018						2017
	Average Balances		Interest Earned / Paid		Average Rate		Average Balances		Interest Earned / Paid		Average Rate
	(dollars in thousands)
ASSETS
Loans, net (1)(2)	$	8,456,632	$	110,925	5.25	%	$	6,441,537	$	80,136	4.98	%
Taxable securities	2,336,405		14,654		2.51	%	1,784,407		8,718		1.95	%
Tax exempt securities (2)	513,090		3,885		3.03	%	451,828		4,181		3.70	%
Interest-earning deposits with banks	20,502		104		2.03	%	72,789		226		1.24	%
Total interest-earning assets	11,326,629		$	129,568	4.58	%	8,750,561		$	93,261	4.26	%
Other earning assets	228,332						173,611
Noninterest-earning assets	1,250,170						770,833
Total assets	$	12,805,131					$	9,695,005
LIABILITIES AND SHAREHOLDERS’ EQUITY
Certificates of deposit	$	440,196	$	544	0.49	%	$	382,299	$	92	0.10	%
Savings accounts	889,793		31		0.01	%	766,540		19		0.01	%
Interest-bearing demand	1,246,592		689		0.22	%	1,000,079		223		0.09	%
Money market accounts	2,799,719		1,929		0.28	%	2,051,662		749		0.15	%
Total interest-bearing deposits	5,376,300		3,193		0.24	%	4,200,580		1,083		0.10	%
Federal Home Loan Bank advances	167,531		966		2.31	%	33,687		163		1.94	%
Subordinated debentures	35,530		468		5.27	%	—		—		—	%
Other borrowings and interest-bearing liabilities	41,636		152		1.46	%	51,669		128		0.99	%
Total interest-bearing liabilities	5,620,997		$	4,779	0.34	%	4,285,936		$	1,374	0.13	%
Noninterest-bearing deposits	5,102,500						3,986,757
Other noninterest-bearing liabilities	98,317						98,518
Shareholders’ equity	1,983,317						1,323,794
Total liabilities & shareholders’ equity	$	12,805,131					$	9,695,005
Net interest income (tax equivalent)			$	124,789					$	91,887
Net interest margin (tax equivalent)					4.41	%					4.20	%

__________

(1)

Nonaccrual loans have been included in the tables as loans carrying a zero yield. Amortized net deferred loan fees and net unearned discounts on acquired loans were included in the interest income calculations. The amortization of net deferred loan fees was $2.5 million and $1.8 million for the three month periods ended September 30, 2018 and 2017 , respectively. The incremental accretion income on acquired loans was $3.2 million and $2.9 million for the three months ended September 30, 2018 and 2017 , respectively.

(2)

Tax-exempt income is calculated on a tax equivalent basis at a rate of 21% for 2018 and 35% for 2017. The tax equivalent yield adjustment to interest earned on loans was $1.2 million and $1.5 million for the three months ended September 30, 2018 and 2017 , respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $816 thousand and $1.5 million for the three month periods ended September 30, 2018 and 2017 , respectively.

Table of Contents



	Nine Months Ended September 30,						Nine Months Ended September 30,
	2018						2017
	Average Balances		Interest Earned / Paid		Average Rate		Average Balances		Interest Earned / Paid		Average Rate
	(dollars in thousands)
ASSETS
Loans, net (1)(2)	$	8,398,596	$	321,542	5.10	%	$	6,322,629	$	232,680	4.91	%
Taxable securities	2,202,497		39,285		2.38	%	1,835,693		29,172		2.12	%
Tax exempt securities (2)	518,128		11,640		3.00	%	451,636		12,500		3.69	%
Interest-earning deposits with banks	48,922		600		1.64	%	31,748		268		1.13	%
Total interest-earning assets	11,168,143		$	373,067	4.45	%	8,641,706		$	274,620	4.24	%
Other earning assets	222,570						174,898
Noninterest-earning assets	1,255,965						772,865
Total assets	$	12,646,678					$	9,589,469
LIABILITIES AND SHAREHOLDERS’ EQUITY
Certificates of deposit	$	461,236	$	1,619	0.47	%	$	389,260	$	282	0.10	%
Savings accounts	881,207		102		0.02	%	753,577		57		0.01	%
Interest-bearing demand	1,264,918		1,832		0.19	%	985,625		574		0.08	%
Money market accounts	2,783,498		4,721		0.23	%	2,019,278		1,865		0.12	%
Total interest-bearing deposits	5,390,859		8,274		0.20	%	4,147,740		2,778		0.09	%
Federal Home Loan Bank advances	150,054		2,351		2.09	%	103,369		979		1.26	%
Subordinated debentures	35,577		1,404		5.26	%	—		—		—	%
Other borrowings	43,453		288		0.88	%	54,577		383		0.94	%
Total interest-bearing liabilities	5,619,943		$	12,317	0.29	%	4,305,686		$	4,140	0.13	%
Noninterest-bearing deposits	4,969,037						3,889,065
Other noninterest-bearing liabilities	95,192						100,820
Shareholders’ equity	1,962,506						1,293,898
Total liabilities & shareholders’ equity	$	12,646,678					$	9,589,469
Net interest income (tax equivalent)			$	360,750					$	270,480
Net interest margin (tax equivalent)					4.31	%					4.17	%

__________

(1)

Nonaccrual loans have been included in the table as loans carrying a zero yield. Amortized net deferred loan fees and net unearned discounts on acquired loans were included in the interest income calculations. The amortization of net deferred loan fees was $6.8 million and $5.2 million for the nine months ended September 30, 2018 and 2017 , respectively. The incremental accretion income on acquired loans was $9.9 million and $10.0 million for the nine months ended September 30, 2018 and 2017 , respectively.

(2)

Tax-exempt income is calculated on a tax equivalent basis at a rate of 21% for 2018 and 35% for 2017. The tax equivalent yield adjustment to interest earned on loans was $3.4 million and $4.3 million for the nine months ended September 30, 2018 and 2017 , respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $2.4 million and $4.4 million for the nine months ended September 30, 2018 and 2017 , respectively.

Table of Contents

The following table sets forth the total dollar amount of change in interest income and interest expense. The changes have been segregated for each major category of interest-earning assets and interest-bearing liabilities into amounts attributable to changes in volume and changes in rates. Changes attributable to the combined effect of volume and interest rates have been allocated proportionately to the changes due to volume and the changes due to interest rates:



	Three Months Ended September 30, 2018 Compared to 2017 Increase (Decrease) Due to
	Volume			Rate			Total
	(in thousands)
Interest Income
Loans, net (1)	$	26,230		$	4,559		$	30,789
Taxable securities	3,096			2,840			5,936
Tax exempt securities (1)	523			(819		)	(296		)
Interest earning deposits with banks	(216		)	94			(122		)
Interest income	$	29,633		$	6,674		$	36,307
Interest Expense
Deposits:
Certificates of deposit	$	15		$	437		$	452
Savings accounts	4			8			12
Interest-bearing demand	67			399			466
Money market accounts	343			837			1,180
Total interest on deposits	429			1,681			2,110
Federal Home Loan Bank advances	766			37			803
Subordinated debentures	468			—			468
Other borrowings and interest-bearing liabilities	(17		)	41			24
Interest expense	$	1,646		$	1,759		$	3,405

__________

(1) For tax exempt loans and tax exempt securities, the amount of our tax equivalent adjustment for 2018 was impacted by the lower federal corporate tax rate. As a result, our tax equivalent adjustments for tax exempt loans and tax exempt securities were $1.2 million and $837 thousand lower, respectively, than they would have been utilizing the prior federal corporate tax rate. This change in federal corporate tax rate negatively impacted our current quarter net interest margin (tax equivalent) by 7 basis points.

Table of Contents



	Nine Months Ended September 30, 2018 Compared to 2017 Increase (Decrease) Due to
	Volume			Rate			Total
	(in thousands)
Interest Income
Loans, net (1)	$	79,142		$	9,720		$	88,862
Taxable securities	6,272			3,841			10,113
Tax exempt securities (1)	1,688			(2,548		)	(860		)
Interest earning deposits with banks	181			151			332
Interest income	$	87,283		$	11,164		$	98,447
Interest Expense
Deposits:
Certificates of deposit	$	61		$	1,276		$	1,337
Savings accounts	11			34			45
Interest-bearing demand	202			1,056			1,258
Money market accounts	889			1,967			2,856
Total interest on deposits	1,163			4,333			5,496
Federal Home Loan Bank advances	560			812			1,372
Subordinated debentures	1,404			—			1,404
Other borrowings	(75		)	(20		)	(95		)
Interest expense	$	3,052		$	5,125		$	8,177

__________

(1) For tax exempt loans and tax exempt securities, the amount of our tax equivalent adjustment for 2018 was impacted by the lower federal corporate tax rate. As a result, our tax equivalent adjustments for tax exempt loans and tax exempt securities were $3.4 million and $2.5 million lower, respectively, than they would have been utilizing the prior federal corporate tax rate. This change in federal corporate tax rate negatively impacted our current year to date net interest margin (tax equivalent) by 7 basis points.

The following table shows the impact to interest income of incremental accretion income as well as the net interest margin and operating net interest margin for the periods presented:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(dollars in thousands)
Incremental accretion income due to:
FDIC purchased credit impaired loans	$	585		$	972		$	1,240		$	3,842
Other acquired loans	2,643			1,903			8,703			6,207
Incremental accretion income	$	3,228		$	2,875		$	9,943		$	10,049

Net interest margin (tax equivalent)	4.41		%	4.20		%	4.31		%	4.17		%
Operating net interest margin (tax equivalent) (1)	4.38		%	4.15		%	4.27		%	4.11		%

__________

(1) Operating net interest margin (tax equivalent) is a non-GAAP measurement. See Non-GAAP measures section of Item 2, Management’s Discussion and Analysis .

Table of Contents

Comparison of current quarter to prior year period

Net interest income for the third quarter of 2018 was $122.8 million , up from $88.9 million for the same quarter in 2017 . The increase was primarily due to higher average earning asset volumes stemming from the Pacific Continental acquisition and higher yields on earning assets due to the current rising rate environment. The Company’s net interest margin (tax equivalent) increased to 4.41% in the third quarter of 2018 , from 4.20% for the prior year period. This increase was due to higher yields on earning assets as described above offset by a 7 basis point reduction related to a lower federal corporate tax rate. The Company’s operating net interest margin (tax equivalent) (see footnote 1 in prior table) increased to 4.38% from 4.15% due to higher rates on interest earning assets, which more than offset the increase in rates on interest-bearing liabilities.

Comparison of current year-to-date to prior year period

Net interest income for the nine months ended September 30, 2018 was $355.0 million , an increase of 36% from $261.8 million for the prior year period. The increase in net interest income was primarily due to higher average earning asset volumes stemming from the Pacific Continental acquisition and the rising rate environment mentioned above. The Company’s net interest margin (tax equivalent) increased to 4.31% for the first nine months of 2018 , from 4.17% for the prior year period. The increase in the Company’s net interest margin (tax equivalent) was driven by higher earning asset volumes and higher earning asset yields, offset by a 7 basis point reduction due to the lower federal corporate tax rate. The Company’s operating net interest margin (tax equivalent) for the nine months ended September 30, 2018 increased to 4.27% from 4.11% also due to higher earning asset yields and volumes.

Provision for Loan and Lease Losses

Comparison of current quarter to prior year period

During the third quarter of 2018 , the Company recorded a $3.2 million net provision compared to a $648 thousand net recapture during the third quarter of 2017 . The $3.2 million net provision for loan and lease losses recorded during the current quarter was due to a provision expense of $3.3 million for loans, excluding PCI loans. partially offset by a provision recapture of $502 thousand for PCI loans. The $3.3 million provision for loans, excluding PCI loans, was mainly due to loan growth. The provision recapture recorded relating to PCI loans was due to the increase in the present value of expected future cash flows as remeasured during the current quarter, compared to the present value of expected future cash flows measured during the second quarter of 2018. The amount of provision was calculated in accordance with the Company’s methodology for determining the allowance, discussed in Note 6 to the Consolidated Financial Statements in “Item 1. Financial Statements (unaudited)” of this report.

Comparison of current year-to-date to prior year period

The provision for loan and lease losses for the nine months ended September 30, 2018 was $13.0 million compared to $5.3 million during the same period in 2017 . The $13.0 million provision expense for loans recorded for the current year-to-date period included a provision of $15.2 million for loans, excluding PCI loans, partially offset by a provision recapture of $2.2 million related to PCI loans. The provision of $15.2 million related to loans, excluding PCI loans, was due to the combination of loan growth and net loan charge-offs experienced in the period. During the current year-to-date period, we recorded a large charge-off in our agricultural portfolio. The $2.2 million in provision recapture for PCI loans was primarily due to the increase in the present value of expected future cash flows as remeasured during the current period, compared to the present value of expected future cash flows at the end of 2017 , net of activity during the period. The amount of provision was calculated in accordance with the Company’s methodology for determining the allowance, discussed in Note 6 to the Consolidated Financial Statements in “Item 1. Financial Statements (unaudited)” of this report.

Table of Contents

Noninterest Income

The following table presents the significant components of noninterest income and the related dollar and percentage change from period to period:



	Three Months Ended September 30,										Nine Months Ended September 30,
	2018			2017		$ Change			% Change		2018			2017			$ Change			% Change
	(dollars in thousands)
Deposit account and treasury management fees	$	9,266		$	7,685	$	1,581		21	%	$	26,689		$	22,368		$	4,321		19	%
Card revenue (1)	3,714			6,735		(3,021		)	(45	)%	16,143			18,660			(2,517		)	(13	)%
Financial services and trust revenue	2,975			2,645		330			12	%	8,924			8,520			404			5	%
Loan revenue	3,282			3,154		128			4	%	9,522			9,736			(214		)	(2	)%
Merchant processing revenue	—			—		—			—	%	—			4,283			(4,283		)	(100	)%
Bank owned life insurance	1,402			1,290		112			9	%	4,540			4,003			537			13	%
Investment securities losses, net	(62		)	—		(62		)	100	%	(73		)	—			(73		)	100	%
Change in FDIC loss-sharing asset	—			—		—			—	%	—			(447		)	447			(100	)%
Gain on sale of merchant card services portfolio	—			14,000		(14,000		)	(100	)%	—			14,000			(14,000		)	(100	)%
Other	442			1,558		(1,116		)	(72	)%	2,109			4,938			(2,829		)	(57	)%
Total noninterest income	$	21,019		$	37,067	$	(16,048	)	(43	)%	$	67,854		$	86,061		$	(18,207	)	(21	)%

__________

(1) Beginning in the first quarter of 2018 and pursuant to the adoption of new revenue recognition accounting guidance, interchange revenue, included in “Card revenue” above, is presented net of related payment card network expenses. For the three and nine months ended September 30, 2018 , $1.3 million and $3.8 million, respectively, of such expenses were netted from “Card revenue.”

Comparison of current quarter to prior year period

Noninterest income was $21.0 million for the third quarter of 2018 , compared to $37.1 million for the same period in 2017 . The decrease was primarily due to the $14.0 million one-time gain on sale of the merchant card services portfolio in the third quarter of 2017 in addition to lower card revenue as we became subject to the interchange fee cap imposed under the Dodd-Frank Wall Street Reform and Consumer Protection Act as of July 1, 2018. As a result of the merchant card services portfolio sale, we now share with the buyer in merchant services revenue and include such amounts in “Card revenue.” For the current quarter, this net revenue share was $955 thousand, offset by payment card network expenses (see footnote 1 in prior table).

Comparison of current year-to-date to prior year period

For the nine months ended September 30, 2018 , noninterest income was $67.9 million compared to $86.1 million for the same period in 2017 . The decrease was due to the previously noted sale of the merchant card services portfolio and lower card revenue offset by an increase in treasury management fees. For the current year period, the net revenue share of merchant services revenue included in “Card revenue” was $2.5 million.

Table of Contents

Noninterest Expense

The following table presents the significant components of noninterest expense and the related dollar and percentage change from period to period:



	Three Months Ended September 30,								Nine Months Ended September 30,
	2018		2017		$ Change		% Change		2018		2017		$ Change			% Change
	(dollars in thousands)
Compensation and employee benefits	$	49,419	$	39,983	$	9,436	24	%	$	148,938	$	119,201	$	29,737		25	%
Occupancy	8,321		8,085		236		3	%	27,718		22,853		4,865			21	%
Merchant processing expense	—		—		—		—	%	—		2,196		(2,196		)	(100	)%
Advertising and promotion	1,472		969		503		52	%	4,523		2,923		1,600			55	%
Data processing	4,466		4,122		344		8	%	14,957		13,071		1,886			14	%
Legal and professional services	4,695		2,880		1,815		63	%	12,103		9,196		2,907			32	%
Taxes, license and fees	1,562		1,505		57		4	%	4,547		3,494		1,053			30	%
Regulatory premiums	904		782		122		16	%	2,778		2,299		479			21	%
Net cost of operation of other real estate owned	485		271		214		79	%	1,244		422		822			195	%
Amortization of intangibles	3,070		1,188		1,882		158	%	9,346		3,786		5,560			147	%
Other (1)	8,447		7,752		695		9	%	27,317		25,949		1,368			5	%
Total noninterest expense	$	82,841	$	67,537	$	15,304	23	%	$	253,471	$	205,390	$	48,081		23	%

__________

(1) In the first quarter of 2018, there was a change to net presentation of interchange revenue pursuant to the adoption of new revenue recognition accounting guidance on January 1, 2018. As a result, card revenue for the three and nine month periods ended September 30, 2018 includes $1.3 million and $3.8 million, respectively, of payment card network expenses that would have historically been presented in other noninterest expense.

The following table shows the impact of the acquisition-related expenses for the periods indicated to the various components of noninterest expense:



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
	(in thousands)
Acquisition-related expenses:
Compensation and employee benefits	$	923	$	3	$	3,410	$	3
Occupancy	29		593		1,619		945
Advertising and promotion	—		184		534		201
Data processing	20		66		941		539
Legal and professional fees	102		157		893		1,587
Taxes, licenses and fees	—		—		—		3
Other	7		168		771		280
Total impact of acquisition-related expense to noninterest expense	$	1,081	$	1,171	$	8,168	$	3,558

Comparison of current quarter to prior year period

Total noninterest expense for the third quarter of 2018 was $82.8 million , an increase of $15.3 million from the prior year period. The increase was due to higher compensation and benefits expense in the current quarter and an increase in amortization of intangibles, both a result of the recent Pacific Continental acquisition.

Table of Contents

Comparison of current year-to-date to prior year period

For the nine months ended September 30, 2018 , noninterest expense was $253.5 million , an increase of $48.1 million , or 23% , from $205.4 million a year earlier. The increase from the prior year period was driven by higher compensation and employee benefits, an increase in amortization of intangibles as well as $4.61 million higher acquisition-related expenses, all as a result of the recent Pacific Continental acquisition.

Income Taxes

We recorded an income tax provision of $11.4 million for the third quarter of 2018 , compared to a provision of $18.3 million for the same period in 2017 , with effective tax rates of 20% for the third quarter of 2018 and 31% for the same period in 2017 . For the nine months ended September 30, 2018 and 2017 , we recorded income tax provisions of $28.2 million and $40.0 million , respectively, with effective tax rates of 18% for the current year and 29% for the prior year period. The decrease in our effective tax rate was principally attributable to the enactment of the Tax Cuts and Jobs Act on December 22, 2017, which reduced the federal corporate tax rate to 21%. The prior year period’s effective tax rate reflected the then-enacted 35% corporate tax rate reduced by favorable tax attributes of certain earning assets and discrete tax benefits from share-based compensation. Our effective tax rate remains lower than the statutory tax rate due to tax-exempt income from municipal securities, bank owned life insurance and certain loan receivables. In addition, the current period’s rate reflects the tax benefit of discrete items such as share-based compensation. For additional information, please refer to the Company’s annual report on Form 10-K for the year ended December 31, 2017 .

FINANCIAL CONDITION

Total assets were $12.96 billion at September 30, 2018 , an increase of $239.7 million from $12.72 billion at December 31, 2017 . Cash and cash equivalents decreased $100.4 million . Loans increased $155.7 million during the current year, which was primarily the result of increased loan production, offset by payments. Debt securities available for sale were $2.92 billion at September 30, 2018 , an increase of $183.4 million from December 31, 2017 . Total liabilities were $10.98 billion as of September 30, 2018 , an increase of $208.2 million from $10.77 billion at December 31, 2017 . The increase was primarily due to an increase in FLHB advances.

Investment Securities

At September 30, 2018 , the Company’s investment portfolio primarily consisted of debt securities available for sale totaling $2.92 billion compared to $2.74 billion at December 31, 2017 . The increase in the debt securities portfolio from year-end is due to $606.1 million in purchases, partially offset by $344.2 million in maturities, repayments and sales, a $62.7 million increase in net unrealized loss and $15.8 million in premium amortization. The average duration of our debt securities investment portfolio was approximately 4 years and 3 months at September 30, 2018 . This duration takes into account calls, where appropriate, and consensus prepayment speeds.

The investment securities are used by the Company as a component of its balance sheet management strategies. From time-to-time, securities may be sold to reposition the portfolio in response to strategies developed by the Company’s asset liability management committee. In accordance with our investment strategy, management monitors market conditions with a view to realize gains on its available for sale securities portfolio when prudent.

The Company performs a quarterly assessment of the debt securities available for sale in its investment portfolio that have an unrealized loss to determine whether the decline in the fair value of these securities below their amortized cost basis is other-than-temporary. Impairment is considered other-than-temporary when it becomes probable that the Company will be unable to recover the entire amortized cost basis of its investment. The Company’s impairment assessment takes into consideration factors such as the length of time and the extent to which the market value has been less than cost, defaults or deferrals of scheduled interest or principal, external credit ratings and recent downgrades, internal assessment of credit quality, and whether the Company intends to sell the security and whether it is more likely than not it will be required to sell the security prior to recovery of its amortized cost basis. If a decline in fair value is judged to be other-than-temporary, the cost basis of the individual security is written down to fair value which then becomes the new cost basis. The new cost basis is not adjusted for subsequent recoveries in fair value.

When there are credit losses associated with an impaired debt security and the Company does not have the intent to sell the security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, the Company will separate the amount of the impairment into the amount that is credit-related and the amount related to non-credit factors. The credit-related impairment is recognized in earnings and the non-credit-related impairment is recognized in accumulated other comprehensive income.

Table of Contents

At September 30, 2018 , the market value of debt securities available for sale had a net unrealized loss of $88.3 million compared to a net unrealized loss of $25.6 million at December 31, 2017 . The change in valuation was the result of fluctuations in market interest rates during the nine months ended September 30, 2018 . At September 30, 2018 , the Company had $2.77 billion of debt securities available for sale with gross unrealized losses of $90.5 million ; however, we did not consider these investment securities to be other-than-temporarily impaired.

The following table sets forth our securities portfolio by type for the dates indicated:



	September 30, 2018		December 31, 2017
	(in thousands)
Debt securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	1,928,832	$	1,726,725
State and municipal securities	567,818		596,004
U.S. government agency and government-sponsored enterprise securities	424,217		414,774
U.S. government securities	247		248
Total debt securities available for sale	$	2,921,114	$	2,737,751
Equity securities	4,901		5,080
Total investment securities	$	2,926,015	$	2,742,831

For further information on our investment portfolio, see Note 4 of the Consolidated Financial Statements in “Item 1. Financial Statements (unaudited)” of this report.

Credit Risk Management

The extension of credit in the form of loans or other credit substitutes to individuals and businesses is one of our principal commerce activities. Our policies, applicable laws, and regulations require risk analysis as well as ongoing portfolio and credit management. We manage our credit risk through lending limit constraints, credit review, approval policies, and extensive, ongoing internal monitoring. We also manage credit risk through diversification of the loan portfolio by type of loan, type of industry and type of borrower and by limiting the aggregation of debt to a single borrower.

In analyzing our existing portfolio, we review our consumer and residential loan portfolios by their performance as a pool of loans, since no single loan is individually significant or judged by its risk rating, size or potential risk of loss. In contrast, the monitoring process for the commercial business, real estate construction, and commercial real estate portfolios includes periodic reviews of individual loans with risk ratings assigned to each loan and performance judged on a loan-by-loan basis.

We review these loans to assess the ability of our borrowers to service all interest and principal obligations and, as a result, the risk rating may be adjusted accordingly. In the event that full collection of principal and interest is not reasonably assured, the loan is appropriately downgraded and, if warranted, placed on nonaccrual status even though the loan may be current as to principal and interest payments. Additionally, we assess whether an impairment of a loan warrants specific reserves or a write-down of the loan. For additional discussion on our methodology in managing credit risk within our loan portfolio, see the “Allowance for Loan and Lease Losses” section in this Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of the Company’s 2017 Annual Report on Form 10-K.

Loan policies, credit quality criteria, portfolio guidelines and other controls are established under the guidance of our Chief Credit Officer and approved, as appropriate, by the Board of Directors. Credit Administration, together with the management loan committee, has the responsibility for administering the credit approval process. As another part of its control process, we use an internal credit review and examination function to provide reasonable assurance that loans and commitments are made and maintained as prescribed by our credit policies. This includes a review of documentation when the loan is initially extended and subsequent examination to ensure continued performance and proper risk assessment.

Table of Contents

Loan Portfolio Analysis

Our wholly owned banking subsidiary Columbia State Bank is a full service commercial bank, which originates a wide variety of loans, and focuses its lending efforts on originating commercial business and commercial real estate loans.

The following table sets forth the Company’s loan portfolio by type of loan for the dates indicated:



	September 30, 2018			% of Total		December 31, 2017			% of Total
	(dollars in thousands)
Commercial business	$	3,554,147		41.7	%	$	3,377,324		40.4	%
Real estate:
One-to-four family residential	232,924			2.7	%	188,396			2.3	%
Commercial and multifamily residential	3,786,615			44.5	%	3,825,739			45.8	%
Total real estate	4,019,539			47.2	%	4,014,135			48.1	%
Real estate construction:
One-to-four family residential	211,629			2.5	%	200,518			2.4	%
Commercial and multifamily residential	349,328			4.1	%	371,931			4.4	%
Total real estate construction	560,957			6.6	%	572,449			6.8	%
Consumer	327,863			3.9	%	334,190			4.0	%
Purchased credit impaired	95,936			1.1	%	112,670			1.3	%
Subtotal	8,558,442			100.5	%	8,410,768			100.6	%
Less: Net unearned income	(44,125		)	(0.5	)%	(52,111		)	(0.6	)%
Loans, net of unearned income (before Allowance for Loan and Lease Losses)	$	8,514,317		100.0	%	$	8,358,657		100.0	%
Loans held for sale	$	5,275				$	5,766

Total loans increased $155.7 million from year-end 2017 primarily the result of organic loan production, partially offset by principal pay downs. The loan portfolio continues to be diversified, with the intent to mitigate risk by monitoring concentration in any one sector. The $44.1 million in unearned income recorded at September 30, 2018 was comprised of $27.5 million in net purchase discounts and $16.6 million in net deferred loan fees. The $52.1 million in unearned income recorded at December 31, 2017 consisted of $36.3 million in net purchase discounts and $15.8 million in net deferred loan fees.

The following table provides additional detail related to the net discount of acquired and purchased loans, excluding PCI loans, by acquisition:



	September 30, 2018			December 31, 2017
Acquisition:	(in thousands)
Pacific Continental	$	19,807		$	24,556
Intermountain	2,565			3,892
West Coast	5,183			7,995
Other	(12		)	(134		)
Total net discount at period end	$	27,543		$	36,309

Commercial Loans: We are committed to providing competitive commercial lending in our primary market areas. Management expects a continued focus within its commercial lending products and to emphasize, in particular, relationship banking with businesses and business owners.

Real Estate Loans: One-to-four family residential loans are secured by properties located within our primary market areas and, typically, have loan-to-value ratios of 80% or lower at origination. Our underwriting standards for commercial and multifamily residential loans generally require that the loan-to-value ratio for these loans not exceed 75% of appraised value, cost, or discounted cash flow value, as appropriate, and that commercial properties maintain debt coverage ratios (net operating income divided by annual debt servicing) 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.

Table of Contents

Real Estate Construction Loans: 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 and loan advance limits, as applicable. Our underwriting guidelines for commercial and multifamily residential real estate construction loans generally require that the loan-to-value ratio not exceed 75% and stabilized debt coverage ratios (net operating income divided by annual debt servicing) of 1.2 or better. 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.

Consumer Loans: Consumer loans include automobile loans, boat and recreational vehicle financing, home equity and home improvement loans and miscellaneous personal loans.

Foreign Loans: The Company has no material foreign activities. Substantially all of the Company’s loans and unfunded commitments are geographically concentrated in its service areas within the states of Washington, Oregon and Idaho.

Purchased Credit Impaired Loans: PCI loans are comprised of loans and loan commitments acquired in connection with the 2011 FDIC-assisted acquisitions of First Heritage Bank and Summit Bank, as well as the 2010 FDIC-assisted acquisitions of Columbia River Bank and American Marine Bank. PCI loans are generally accounted for under ASC Topic 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality (“ASC 310-30”).

For additional information on our loan portfolio, including amounts pledged as collateral on borrowings, see Note 4 to the Consolidated Financial Statements in “Item 1. Financial Statements (unaudited)” of this report.

Nonperforming Assets

Nonperforming assets consist of: (i) nonaccrual loans, which generally are loans placed on a nonaccrual basis when the loan becomes past due 90 days or when there are otherwise serious doubts about the collectability of principal or interest within the existing terms of the loan, (ii) OREO and (iii) other personal property owned, if applicable.

The following table sets forth, at the dates indicated, information with respect to our nonaccrual loans and total nonperforming assets:



	September 30, 2018			December 31, 2017
	(in thousands)
Nonperforming assets
Nonaccrual loans:
Commercial business	$	45,753		$	45,460
Real estate:
One-to-four family residential	501			785
Commercial and multifamily residential	11,012			13,941
Total real estate	11,513			14,726
Real estate construction:
One-to-four family residential	318			1,854
Consumer	2,748			4,149
Total nonaccrual loans	60,332			66,189
Other real estate owned and other personal property owned	7,415			13,298
Total nonperforming assets	$	67,747		$	79,487

Loans, net of unearned income	$	8,514,317		$	8,358,657
Total assets	$	12,956,596		$	12,716,886

Nonperforming loans to period end loans	0.71		%	0.79		%
Nonperforming assets to period end assets	0.52		%	0.63		%

Table of Contents

At September 30, 2018 , nonperforming assets were $67.7 million , compared to $79.5 million at December 31, 2017 . Nonperforming assets decreased $11.7 million during the nine months ended September 30, 2018 . This decrease was primarily due to $6.5 million in OREO sales and a $5.9 million decrease in nonaccrual loans. For further information on OREO, see Note 7 of the Consolidated Financial Statements in “Item 1. Financial Statements (unaudited)” of this report.

Allowance for Loan and Lease Losses

The allowance for loan and lease losses (“ALLL”) is an accounting estimate of incurred credit losses in our loan portfolio at the balance sheet date. The provision for loan and lease losses is the expense recognized in the Consolidated Statements of Income to adjust the allowance to the levels deemed appropriate by management, as measured by the Company’s credit loss estimation methodologies. The allowance for unfunded commitments and letters of credit is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to these unfunded credit facilities at the balance sheet date.

At September 30, 2018 , our allowance was $83.8 million , or 0.98% of total loans (excluding loans held for sale). This compares with an allowance of $75.6 million , or 0.91% of total loans (excluding loans held for sale) at December 31, 2017 and an allowance of $71.6 million or 1.10% of total loans (excluding loans held for sale) at September 30, 2017 .

Table of Contents

The following table provides an analysis of the Company’s allowance for loans at the dates and the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(in thousands)
Beginning balance, loans excluding PCI loans	$	75,368		$	64,923		$	68,739		$	59,528
Beginning balance, PCI loans	4,782			8,061			6,907			10,515
Beginning balance	80,150			72,984			75,646			70,043
Charge-offs:
Commercial business	(606		)	(1,362		)	(8,858		)	(6,089		)
One-to-four family residential	—			—			—			(460		)
Commercial and multifamily residential	—			—			(223		)	—
One-to-four family residential construction	—			—			—			(14		)
Consumer	(277		)	(263		)	(773		)	(1,156		)
PCI loans	(1,208		)	(1,633		)	(3,786		)	(5,372		)
Total charge-offs	(2,091		)	(3,258		)	(13,640		)	(13,091		)
Recoveries:
Commercial business	547			688			2,892			3,997
One-to-four family residential	21			40			389			380
Commercial and multifamily residential	213			58			1,012			263
One-to-four family residential construction	583			20			616			107
Consumer	266			343			796			876
PCI loans	945			1,389			3,096			3,737
Total recoveries	2,575			2,538			8,801			9,360
Net recoveries (charge-offs)	484			(720		)	(4,839		)	(3,731		)
Provision (recapture) for loan and lease losses, loans excluding PCI loans	3,655			(175		)	15,180			6,840
Recapture for loan and lease losses, PCI loans	(502		)	(473		)	(2,200		)	(1,536		)
Provision (recapture) for loan and lease losses	3,153			(648		)	12,980			5,304
Ending balance, loans excluding PCI loans	79,770			64,272			79,770			64,272
Ending balance, PCI loans	4,017			7,344			4,017			7,344
Ending balance	$	83,787		$	71,616		$	83,787		$	71,616
Total loans, net at end of period, excluding loans held of sale	$	8,514,317		$	6,512,006		$	8,514,317		$	6,512,006
Allowance for loan and lease losses to period-end loans	0.98		%	1.10		%	0.98		%	1.10		%
Allowance for unfunded commitments and letters of credit
Beginning balance	$	3,680		$	3,555		$	3,130		$	2,705
Net changes in the allowance for unfunded commitments and letters of credit	275			(75		)	825			775
Ending balance	$	3,955		$	3,480		$	3,955		$	3,480

Table of Contents

Liquidity and Sources of Funds

Our primary sources of funds are customer deposits. Additionally, we utilize advances from the FHLB of Des Moines (“FHLB”), the Federal Reserve Bank of San Francisco (“FRB”), and sweep repurchase agreements to supplement our funding needs. These funds, together with loan repayments, loan sales, retained earnings, equity and other borrowed funds are used to make loans, to acquire securities and other assets and to fund continuing operations.

In addition, we have a shelf registration statement on file with the Securities and Exchange Commission registering an unspecified amount of any combination of debt or equity securities, depositary shares, purchase contracts, units and warrants in one or more offerings. Specific information regarding the terms of and the securities being offered will be provided at the time of any offering. Proceeds from any future offerings are expected to be used for general corporate purposes, including, but not limited to, the repayment of debt, repurchasing or redeeming outstanding securities, working capital, funding future acquisitions or other purposes identified at the time of any offering.

Deposit Activities

Our deposit products include a wide variety of transaction accounts, savings accounts and time deposit accounts. Core deposits (demand deposit, savings, money market accounts and certificates of deposit less than $250,000) increased $45.1 million from year-end 2017 .

We have established a branch system to serve our consumer and business depositors. In addition, management’s strategy for funding asset growth is to make use of brokered and other wholesale deposits on an as-needed basis. The Company participates in the Certificate of Deposit Account Registry Service (CDARS ^® ) program. CDARS ^® is a network that allows participating banks to offer extended FDIC deposit insurance coverage on time deposits. The Company also participates in a similar program to offer extended FDIC deposit insurance coverage on money market accounts. These extended deposit insurance programs are generally available only to existing customers and are not used as a means of generating additional liquidity. At September 30, 2018 , brokered and other wholesale deposits (excluding public deposits) totaled $429.4 million , or 4.0% of total deposits, compared to $392.9 million or 3.7% at year-end 2017 . These deposits have varied maturities.

The following table sets forth the Company’s deposit base by type of product for the dates indicated:



	September 30, 2018					December 31, 2017
	Balance			% of Total		Balance			% of Total
	(dollars in thousands)
Core deposits:
Demand and other noninterest-bearing	$	5,250,222		49.5	%	$	5,081,901		48.2	%
Interest-bearing demand	1,260,543			11.9	%	1,265,212			12.0	%
Money market	2,413,185			22.8	%	2,543,712			24.2	%
Savings	908,945			8.6	%	861,941			8.2	%
Certificates of deposit, less than $250,000	251,792			2.4	%	286,791			2.7	%
Total core deposits	10,084,687			95.2	%	10,039,557			95.3	%
Certificates of deposit, $250,000 or more	90,387			0.9	%	100,399			1.0	%
Certificates of deposit insured by CDARS ^®	23,841			0.2	%	25,374			0.2	%
Brokered certificates of deposit	65,476			0.6	%	78,481			0.7	%
Reciprocal money market accounts	340,044			3.1	%	289,031			2.8	%
Subtotal	10,604,435			100.0	%	10,532,842			100.0	%
Discount resulting from acquisition date fair value adjustment	(478		)			(757		)
Total deposits	$	10,603,957				$	10,532,085

Table of Contents

Borrowings

We rely on FHLB advances and FRB borrowings as another source of both short and long-term funding. FHLB advances and FRB borrowings are secured by investment securities, and residential, commercial and commercial real estate loans. At September 30, 2018 , we had FHLB advances of $166.5 million compared to $11.6 million at December 31, 2017 .

We also utilize wholesale and retail repurchase agreements to supplement our funding sources. Our wholesale repurchase agreements are secured by mortgage-backed securities. At September 30, 2018 and December 31, 2017 , we had deposit customer sweep-related repurchase agreements of $62.2 million and $54.1 million, respectively, which mature on a daily basis. Management anticipates we will continue to rely on FHLB advances, FRB borrowings and wholesale and retail repurchase agreements in the future and we will use those funds primarily to make loans and purchase securities.

Contractual Obligations, Commitments & Off-Balance Sheet Arrangements

We are party to many contractual financial obligations, including repayment of borrowings, operating and equipment lease payments, off-balance sheet commitments to extend credit and investments in affordable housing partnerships. At September 30, 2018 , we had commitments to extend credit of $2.55 billion compared to $2.67 billion at December 31, 2017 .

Capital Resources

Shareholders’ equity at September 30, 2018 was $1.98 billion , essentially unchanged from December 31, 2017 . Shareholders’ equity was 15% of total period-end assets at both September 30, 2018 and December 31, 2017 .

Regulatory Capital

In July 2013, the federal bank regulators approved the New Capital Rules (as discussed in our 2017 Annual Report on Form 10-K, “Item 1. Business—Supervision and Regulation and —Regulatory Capital Requirements”), which implement the Basel III capital framework and various provisions of the Dodd-Frank Act. We and the Bank were required to comply with these rules as of January 1, 2015, subject to the phase-in of certain provisions. We believe that, as of September 30, 2018 , we and the Bank would meet all capital adequacy requirements under the New Capital Rules on a fully phased-in basis as if all such requirements were then in effect.

FDIC regulations set forth the qualifications necessary for a bank to be classified as “well-capitalized,” primarily for assignment of FDIC insurance premium rates. Failure to qualify as “well-capitalized” can negatively impact a bank’s ability to expand and to engage in certain activities. The Company and the Bank qualified as “well-capitalized” at September 30, 2018 and December 31, 2017 .

The following table presents the capital ratios and the capital conservation buffer, as applicable, for the Company and its banking subsidiary at September 30, 2018 and December 31, 2017 :



	Company				Columbia Bank
	September 30, 2018		December 31, 2017		September 30, 2018		December 31, 2017
Common equity tier 1 (CET1) risk-based capital ratio	12.4399	%	11.7421	%	12.6699	%	12.0133	%
Tier 1 risk-based capital ratio	12.4399	%	11.8196	%	12.6699	%	12.0133	%
Total risk-based capital ratio	13.6815	%	12.9796	%	13.5540	%	12.8123	%
Leverage ratio	10.2418	%	10.9611	%	10.4320	%	10.8186	%
Capital conservation buffer	5.6815	%	4.9796	%	5.5540	%	4.8123	%

Stock Repurchase Program

On September 27, 2017, the Board of Directors approved a stock repurchase program. The program authorizes the Company to repurchase up to 2.9 million shares of our outstanding common stock. The Company intends to purchase the shares from time to time in the open market or in private transactions, under conditions which allow such repurchases to be accretive to earnings per share while maintaining capital ratios that exceed the guidelines for a well-capitalized financial institution.

Table of Contents

Non-GAAP Financial Measures

The Company considers operating net interest margin (tax equivalent) to be a useful measurement as it more closely reflects the ongoing operating performance of the Company. Additionally, presentation of the operating net interest margin allows readers to compare certain aspects of the Company’s net interest margin to other organizations that may not have had significant acquisitions. Despite the usefulness of the operating net interest margin (tax equivalent) to the Company, there is no standardized definition for it and, as a result, the Company’s calculations may not be comparable with other organizations. The Company encourages readers to consider its Consolidated Financial Statements in their entirety and not to rely on any single financial measure.

The following table reconciles the Company’s calculation of the operating net interest margin (tax equivalent) to the net interest margin (tax equivalent) for the periods indicated:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Operating net interest margin non-GAAP reconciliation:	(dollars in thousands)
Net interest income (tax equivalent) (1)	$	124,789		$	91,887		$	360,750		$	270,480
Adjustments to arrive at operating net interest income (tax equivalent):
Incremental accretion income on FDIC purchased credit impaired loans	(585		)	(972		)	(1,240		)	(3,842		)
Incremental accretion income on other acquired loans	(2,643		)	(1,903		)	(8,703		)	(6,207		)
Premium amortization on acquired securities	1,859			1,527			6,065			4,658
Interest reversals on nonaccrual loans	477			311			1,147			1,323
Operating net interest income (tax equivalent) (1)	$	123,897		$	90,850		$	358,019		$	266,412
Average interest earning assets	$	11,326,629		$	8,750,561		$	11,168,143		$	8,641,706
Net interest margin (tax equivalent) (1)	4.41		%	4.20		%	4.31		%	4.17		%
Operating net interest margin (tax equivalent) (1)	4.38		%	4.15		%	4.27		%	4.11		%

__________

(1) Tax-exempt interest income has been adjusted to a tax equivalent basis. The amount of such adjustment was an addition to net interest income of $2.0 million and $3.0 million for the three months ended September 30, 2018 and 2017 , respectively, and an addition to net interest income of $5.8 million and $8.7 million for the nine months ended September 30, 2018 and 2017 . The amount of our tax equivalent adjustment for 2018 was impacted by the lower federal corporate tax rate. As a result, for the three and nine months ended September 30, 2018 , our tax equivalent adjustments for tax exempt loans was lower by $1.2 million and $3.4 million, respectively, and tax exempt securities was lower by $837 thousand and $2.5 million, respectively, than they would have been utilizing the prior federal corporate tax rate. This change in federal corporate tax rate negatively impacted both our current quarter and current year-to-date net interest margin (tax equivalent) by 7 basis points.

Table of Contents


Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A number of measures are used to monitor and manage interest rate risk, including income simulations and interest sensitivity (gap) analysis. An income simulation model is the primary tool used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Basic assumptions in the model include prepayment speeds on mortgage-related assets, cash flows and maturities of other investment securities, loan and deposit volumes and pricing. These assumptions are inherently subjective and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. At September 30, 2018 , based on the measures used to monitor and manage interest rate risk, there has not been a material change in the Company’s interest rate risk since December 31, 2017 . For additional information, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2017 Annual Report on Form 10-K.


Item 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, the CEO and CFO have concluded that as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is (i) accumulated and communicated to our management (including the CEO and CFO) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

There was no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION


Item 1.	LEGAL PROCEEDINGS

The Company and its subsidiaries are party to routine litigation arising in the ordinary course of business. Management believes that, based on information currently known to it, any liabilities arising from such litigation will not have a material adverse impact on the Company’s financial conditions, results of operations or cash flows.

Item 1A. RISK FACTORS

Refer to Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for a discussion of risk factors relating to the Company’s business. The Company believes that there has been no material change in its risk factors as previously disclosed in the Company’s Form 10-K.


Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


(a)	Not applicable


(b)	Not applicable


(c)	The following table provides information about repurchases of common stock by the Company during the quarter ended September 30, 2018 :



Period	Total Number of Common Shares Purchased (1)	Average Price Paid per Common Share		Total Number of Shares Purchased as Part of Publicly Announced Plan (2)	Maximum Number of Remaining Shares That May Yet Be Purchased Under the Plan (2)
7/1/2018 - 7/31/2018	75	$	42.52	—	2,900,000
8/1/2018 - 8/31/2018	162	42.27		—	2,900,000
9/1/2018 - 9/30/2018	576	39.93		—	2,900,000
	813	$	40.63	—



(1)	Common shares repurchased by the Company during the quarter consisted of cancellation of 813 shares of common stock to pay the shareholders’ withholding taxes.



(2)	The repurchase plan, which was approved in 2017, authorized the Company to repurchase up to 2.9 million shares of its outstanding common stock.


Item 3.	DEFAULTS UPON SENIOR SECURITIES

None.


Item 4.	MINE SAFETY DISCLOSURES

Not applicable.


Item 5.	OTHER INFORMATION

None.

Table of Contents


Item 6.	EXHIBITS



10.1**+		Columbia State Bank Supplemental Executive Retirement Plan Agreement, by and between the Bank and Gregory A. Sigrist, effective July 25, 2018

10.2**+		Columbia State Bank Endorsement Method Split Dollar Agreement (SERP Benefit), by and between the Bank and Gregory A. Sigrist, effective July 25, 2018

10.3**+		Columbia State Bank Endorsement Method Split Dollar Agreement (Base Salary Benefit), by and between the Bank and Gregory A. Sigrist, effective July 25, 2018

10.4**+		First Amendment to Amended and Restated Employee Stock Purchase Plan of Columbia Banking System, Inc., dated as of September 26, 2018

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

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

32+		Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101+		The following financial information from Columbia Banking System, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 is formatted in XBRL: (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income, (iv) the Unaudited Consolidated Statements of Changes in Shareholders’ Equity, (v) the Unaudited Consolidated Statements of Cash Flows, and (vi) the Notes to Unaudited Consolidated Financial Statements.

** Management contract or compensatory plan or arrangement

+ Filed herewith

Table of Contents

SIGNATURES

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




		COLUMBIA BANKING SYSTEM, INC.

Date:	November 6, 2018	By	/s/ HADLEY S. ROBBINS
			Hadley S. Robbins
			President and Chief Executive Officer (Principal Executive Officer)

Date:	November 6, 2018	By	/s/ GREGORY A. SIGRIST
			Gregory A. Sigrist
			Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date:	November 6, 2018	By	/s/ BROCK M. LAKELY
			Brock M. Lakely
			Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)



July 1, 2018 through June 30, 2021	0%
July 1, 2021	15%
July 1, 2022	20%
July 1, 2023	25%
July 1, 2024	30%
July 1, 2025	35%
July 1, 2026	40%
July 1, 2027	45%
July 1, 2028	50%
July 1, 2029	55%
July 1, 2030	60%
July 1, 2031	65%
July 1, 2032	70%
July 1, 2033	75%
July 1, 2034	80%
July 1, 2035	85%
July 1, 2036	90%
July 1, 2037	95%
July 1, 2038 and thereafter	100%


B.	Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates:


(1)	The date any one person, or persons acting as a group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or


(2)	The date a majority of members of the corporation’s board of directors is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors before the date of the appointment or election.


A.	Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or


B.	Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank’s Employees.


B.	Conduct demonstrably and significantly harmful to the Bank or a financial institution subsidiary; or


A.	A material diminution in Executive’s total compensation;


B.	A material diminution in Executive’s authority, duties, or responsibilities;


C.	A material change in the geographic location at which Employee must perform services (within the meaning of Treasury Regulations Section 1.409A-1(n)(2)(ii)(A)(5)), provided that in no event shall a change in geographic location of less than forty-five (45) miles be considered a material change in geographic location for purposes of this Agreement.


B.	Payment Method . This annual Executive Benefit shall be paid in twelve (12) substantially equal monthly installments, with payments commencing on the first day of the first month following Executive’s Separation From Service and continuing until Executive’s death. Pursuant to Paragraph 4.2, Executive shall have the ability to timely select an alternate form of annuity payment.


(1)	Involuntary Termination or Voluntary Termination With Ten (10) Years of Service. In the event of an Involuntary Termination or a


(2)	Voluntary Termination Without Ten Years of Service. If Executive has not completed ten (10) Years of Service, then upon a Voluntary Separation From Service on or after attaining the Early Retirement Age but before attaining the Normal Retirement Age, Executive shall forfeit all rights and benefits they may have had under the terms of this Agreement.


B.	Payment Method. Any Executive Benefit due hereunder shall be paid in twelve (12) substantially equal monthly installments, with payments commencing on the first day of the first month following Executive’s Separation From Service and continuing until Executive’s death. Pursuant to Paragraph 4.2, Executive shall have the ability to timely select an alternate form of annuity payment.


B.	Payment Method. Any amounts due under this Paragraph 5.3 shall be paid in one (1) lump sum one (1) year following Separation From Service.


(2)	Voluntary Termination. If Executive Voluntarily Separates From Service following a Change in Control, then they shall be entitled to receive one of the following amounts, depending on the circumstances specified below:


(ii)	If Executive Voluntarily Separates From Service following a Change in Control but does not satisfy the requirements of Paragraph 5.4A(2)(i) above , then they shall forfeit all rights and benefits they may have had under the terms of this Agreement.


(1)	If Executive’s Separation From Service occurs within two (2) years following a Change in Control, then, when timely elected by Executive in the Distribution Election Form, the Executive Benefit payable pursuant to the terms of Paragraph 5.4A above shall be paid in one (1) lump sum as an Actuarial Equivalent value,


A.	Benefit Amount. In the event Executive becomes Disabled prior to Separating From Service, then upon such Disability (and subject to the provisions of Article VI below), Executive shall be entitled to receive one (1) of the following amounts, depending on circumstances:


B.	Benefit Payments. All amounts due as a result of Disability shall be paid in one (1) lump sum on the first day of the first month following Disability.


(1)	Death prior to Separation From Service. If Executive dies prior to Separating From Service, then there are no death benefits payable under this Agreement. Any such benefits would be payable pursuant to a Split Dollar Life Insurance Agreement, if any exists.


A.	Solicit, or attempt to solicit, induce, invite, encourage, recommend, request, or participate in recruiting any client or customer of the Bank to terminate or change the client or customer’s relationship with the Bank, including without limitation, transferring the client or customer’s business to a Conflicting Organization; or


A.	Written Claim. The claimant may file a written request for such benefit to the Administrator.


(ii)	The specific reference to pertinent provisions of the Agreement on which the denial is based;


(iii)	A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;


(iv)	Appropriate information as to the steps to be taken if the claimant wishes to submit the claim for review and the time limits applicable to such procedures; and


(v)	A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.


C.	Request for Review. Within sixty (60) days after receiving notice from the Administrator that a claim has been denied (in part or all of the claim), then claimant (or their duly authorized representative) may file with the Administrator, a written request for a review of the denial of the claim.


(ii)	A reference to the specific provisions of the Agreement on which the denial is based;


(iii)	A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and