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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Washington
|
|
91-1422237
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
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1301 A Street
Tacoma, Washington
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98402-2156
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
|
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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PART I — FINANCIAL INFORMATION
|
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II — OTHER INFORMATION
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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||
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ALLL
|
Allowance for loan and lease losses
|
|
FDIC
|
Federal Deposit Insurance Corporation
|
ASC
|
Accounting Standards Codification
|
|
FHLB
|
Federal Home Loan Bank of Des Moines
|
ASU
|
Accounting Standards Update
|
|
FRB
|
Federal Reserve Bank
|
ATM
|
Automated Teller Machine
|
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LIBOR
|
London Interbank Offering Rate
|
Basel III
|
A comprehensive capital framework and rules for U.S. banking organizations approved by the FRB and the FDIC in 2013
|
|
NIM
|
Net Interest Margin
|
B&O
|
Business and Occupation
|
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OPPO
|
Other Personal Property Owned
|
CDI
|
Core Deposit Intangible
|
|
OREO
|
Other Real Estate Owned
|
CECL
|
Current Expected Credit Loss
|
|
Pacific Continental
|
Pacific Continental Corporation
|
CDARS®
|
Certificate of Deposit Account Registry Service
|
|
PCI
|
Purchased Credit Impaired
|
CET1
|
Common Equity Tier 1
|
|
REASD
|
Real Estate Appraisal Services Department
|
CEO
|
Chief Executive Officer
|
|
SBA
|
Small Business Administration
|
CFO
|
Chief Financial Officer
|
|
SEC
|
Securities and Exchange Commission
|
Dodd-Frank Act
|
Dodd-Frank Wall Street Reform and Consumer Protection Act
|
|
TDRs
|
Troubled Debt Restructurings
|
EPS
|
Earnings Per Share
|
|
GAAP
|
Generally Accepted Accounting Principles
|
FASB
|
Financial Accounting Standards Board
|
|
|
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March 31,
2019 |
|
December 31,
2018 |
||||||
ASSETS
|
|
(in thousands)
|
|||||||||||
Cash and due from banks
|
|
$
|
178,591
|
|
|
$
|
260,180
|
|
|||||
Interest-earning deposits with banks
|
|
33,482
|
|
|
17,407
|
|
|||||||
Total cash and cash equivalents
|
|
212,073
|
|
|
277,587
|
|
|||||||
Debt securities available for sale at fair value
|
|
3,027,270
|
|
|
3,167,448
|
|
|||||||
FHLB stock at cost
|
|
25,600
|
|
|
25,960
|
|
|||||||
Loans held for sale
|
|
4,017
|
|
|
3,849
|
|
|||||||
Loans, net of unearned income
|
|
8,520,798
|
|
|
8,391,511
|
|
|||||||
Less: ALLL
|
|
83,274
|
|
|
83,369
|
|
|||||||
Loans, net
|
|
8,437,524
|
|
|
8,308,142
|
|
|||||||
Interest receivable
|
|
46,835
|
|
|
45,323
|
|
|||||||
Premises and equipment, net
|
|
168,139
|
|
|
168,788
|
|
|||||||
OREO
|
|
6,075
|
|
|
6,019
|
|
|||||||
Goodwill
|
|
765,842
|
|
|
765,842
|
|
|||||||
Other intangible assets, net
|
|
43,189
|
|
|
45,937
|
|
|||||||
Other assets
|
|
327,872
|
|
|
280,250
|
|
|||||||
Total assets
|
|
$
|
13,064,436
|
|
|
$
|
13,095,145
|
|
|||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|||||||||
Deposits:
|
|
|
|
|
|
|
|
||||||
Noninterest-bearing
|
|
$
|
5,106,568
|
|
|
$
|
5,227,216
|
|
|||||
Interest-bearing
|
|
5,262,441
|
|
|
5,230,910
|
|
|||||||
Total deposits
|
|
10,369,009
|
|
|
10,458,126
|
|
|||||||
FHLB advances
|
|
390,510
|
|
|
399,523
|
|
|||||||
Securities sold under agreements to repurchase
|
|
23,018
|
|
|
61,094
|
|
|||||||
Subordinated debentures
|
|
35,416
|
|
|
35,462
|
|
|||||||
Other liabilities
|
|
157,863
|
|
|
107,291
|
|
|||||||
Total liabilities
|
|
10,975,816
|
|
|
11,061,496
|
|
|||||||
Commitments and contingent liabilities (Note 11)
|
|
|
|
|
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|
|||||||
Shareholders’ equity:
|
|
|
|
|
|
|
|
||||||
|
March 31,
2019 |
|
December 31,
2018 |
|
|
|
|
||||||
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(in thousands)
|
|
|
|
|
||||||||
Preferred stock (no par value)
|
|
|
|
|
|
|
|
||||||
Authorized shares
|
2,000
|
|
|
2,000
|
|
|
|
|
|
||||
Common stock (no par value)
|
|
|
|
|
|
|
|
||||||
Authorized shares
|
115,000
|
|
|
115,000
|
|
|
|
|
|
||||
Issued and outstanding
|
73,565
|
|
|
73,249
|
|
|
1,642,977
|
|
|
1,642,246
|
|
||
Retained earnings
|
|
442,597
|
|
|
426,708
|
|
|||||||
Accumulated other comprehensive income (loss)
|
|
3,046
|
|
|
(35,305
|
)
|
|||||||
Total shareholders’ equity
|
|
2,088,620
|
|
|
2,033,649
|
|
|||||||
Total liabilities and shareholders’ equity
|
|
$
|
13,064,436
|
|
|
$
|
13,095,145
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands except per share amounts)
|
||||||
Interest Income
|
|
|
|
|
||||
Loans
|
|
$
|
108,416
|
|
|
$
|
103,027
|
|
Taxable securities
|
|
17,415
|
|
|
12,708
|
|
||
Tax-exempt securities
|
|
2,969
|
|
|
3,064
|
|
||
Deposits in banks
|
|
88
|
|
|
345
|
|
||
Total interest income
|
|
128,888
|
|
|
119,144
|
|
||
Interest Expense
|
|
|
|
|
||||
Deposits
|
|
4,498
|
|
|
2,509
|
|
||
FHLB advances
|
|
2,685
|
|
|
570
|
|
||
Subordinated debentures
|
|
468
|
|
|
468
|
|
||
Other borrowings
|
|
215
|
|
|
116
|
|
||
Total interest expense
|
|
7,866
|
|
|
3,663
|
|
||
Net Interest Income
|
|
121,022
|
|
|
115,481
|
|
||
Provision for loan and lease losses
|
|
1,362
|
|
|
5,852
|
|
||
Net interest income after provision for loan and lease losses
|
|
119,660
|
|
|
109,629
|
|
||
Noninterest Income
|
|
|
|
|
||||
Deposit account and treasury management fees
|
|
8,980
|
|
|
8,740
|
|
||
Card revenue
|
|
3,662
|
|
|
5,813
|
|
||
Financial services and trust revenue
|
|
2,957
|
|
|
2,730
|
|
||
Loan revenue
|
|
2,389
|
|
|
3,186
|
|
||
Bank owned life insurance
|
|
1,519
|
|
|
1,426
|
|
||
Investment securities gains, net
|
|
1,847
|
|
|
22
|
|
||
Other
|
|
342
|
|
|
1,226
|
|
||
Total noninterest income
|
|
21,696
|
|
|
23,143
|
|
||
Noninterest Expense
|
|
|
|
|
||||
Compensation and employee benefits
|
|
52,085
|
|
|
50,570
|
|
||
Occupancy
|
|
8,809
|
|
|
10,121
|
|
||
Data processing
|
|
4,669
|
|
|
5,270
|
|
||
Legal and professional fees
|
|
4,573
|
|
|
3,237
|
|
||
Amortization of intangibles
|
|
2,748
|
|
|
3,188
|
|
||
B&O taxes (1)
|
|
1,876
|
|
|
1,317
|
|
||
Advertising and promotion
|
|
974
|
|
|
1,429
|
|
||
Regulatory premiums
|
|
984
|
|
|
937
|
|
||
Net cost of operation of OREO
|
|
113
|
|
|
1
|
|
||
Other (1)
|
|
7,869
|
|
|
9,917
|
|
||
Total noninterest expense
|
|
84,700
|
|
|
85,987
|
|
||
Income before income taxes
|
|
56,656
|
|
|
46,785
|
|
||
Income tax provision
|
|
10,785
|
|
|
6,815
|
|
||
Net Income
|
|
$
|
45,871
|
|
|
$
|
39,970
|
|
Earnings per common share
|
|
|
|
|
||||
Basic
|
|
$
|
0.63
|
|
|
$
|
0.55
|
|
Diluted
|
|
$
|
0.63
|
|
|
$
|
0.55
|
|
Weighted average number of common shares outstanding
|
|
72,521
|
|
|
72,300
|
|
||
Weighted average number of diluted common shares outstanding
|
|
72,524
|
|
|
72,305
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Net income
|
|
$
|
45,871
|
|
|
$
|
39,970
|
|
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 ($9,713) and $7,891
|
|
32,063
|
|
|
(26,048
|
)
|
||
Reclassification adjustment of net (gain) loss from sale of available for sale debt securities included in income, net of tax of ($430) and $24
|
|
1,417
|
|
|
(78
|
)
|
||
Net unrealized gain (loss) from securities, net of reclassification adjustment
|
|
33,480
|
|
|
(26,126
|
)
|
||
Pension plan liability adjustment:
|
|
|
|
|
||||
Amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of ($19) and ($19)
|
|
61
|
|
|
61
|
|
||
Pension plan liability adjustment, net
|
|
61
|
|
|
61
|
|
||
Unrealized gain from cash flow hedging instruments:
|
|
|
|
|
||||
Net unrealized gain in cash flow hedging instruments arising during the period, net of tax of ($1,458) and $0
|
|
4,810
|
|
|
—
|
|
||
Net unrealized gain from cash flow hedging instruments, net of reclassification adjustment
|
|
4,810
|
|
|
—
|
|
||
Other comprehensive income (loss)
|
|
38,351
|
|
|
(26,065
|
)
|
||
Total comprehensive income
|
|
$
|
84,222
|
|
|
$
|
13,905
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Retained
Earnings |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Total
Shareholders’ Equity |
|||||||||||
|
|
Number of
Shares |
|
Amount
|
|
||||||||||||||
|
|
(in thousands except per share amounts)
|
|||||||||||||||||
Balance at January 1, 2019
|
|
73,249
|
|
|
$
|
1,642,246
|
|
|
$
|
426,708
|
|
|
$
|
(35,305
|
)
|
|
$
|
2,033,649
|
|
Adjustment to opening retained earnings pursuant to adoption of ASU 2016-02
|
|
—
|
|
|
—
|
|
|
782
|
|
|
—
|
|
|
782
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
45,871
|
|
|
—
|
|
|
45,871
|
|
||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,351
|
|
|
38,351
|
|
||||
Issuance of common stock - stock option and other plans
|
|
25
|
|
|
878
|
|
|
—
|
|
|
—
|
|
|
878
|
|
||||
Issuance of common stock - restricted stock awards, net of canceled awards
|
|
355
|
|
|
2,285
|
|
|
—
|
|
|
—
|
|
|
2,285
|
|
||||
Purchase and retirement of common stock
|
|
(64
|
)
|
|
(2,432
|
)
|
|
—
|
|
|
—
|
|
|
(2,432
|
)
|
||||
Cash dividends declared on common stock ($0.42 per share)
|
|
—
|
|
|
—
|
|
|
(30,764
|
)
|
|
—
|
|
|
(30,764
|
)
|
||||
Balance at March 31, 2019
|
|
73,565
|
|
|
$
|
1,642,977
|
|
|
$
|
442,597
|
|
|
$
|
3,046
|
|
|
$
|
2,088,620
|
|
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
|
|
—
|
|
|
—
|
|
|
(203
|
)
|
|
157
|
|
|
(46
|
)
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
39,970
|
|
|
—
|
|
|
39,970
|
|
||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,065
|
)
|
|
(26,065
|
)
|
||||
Issuance of common stock - stock option and other plans
|
|
17
|
|
|
719
|
|
|
—
|
|
|
—
|
|
|
719
|
|
||||
Activity in deferred compensation plan
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||
Issuance of common stock - restricted stock awards, net of canceled awards
|
|
263
|
|
|
2,064
|
|
|
—
|
|
|
—
|
|
|
2,064
|
|
||||
Purchase and retirement of common stock
|
|
(60
|
)
|
|
(2,575
|
)
|
|
—
|
|
|
—
|
|
|
(2,575
|
)
|
||||
Cash dividends declared on common stock ($0.22 per share)
|
|
—
|
|
|
—
|
|
|
(16,069
|
)
|
|
—
|
|
|
(16,069
|
)
|
||||
Balance at March 31, 2018
|
|
73,240
|
|
|
$
|
1,634,916
|
|
|
$
|
361,140
|
|
|
$
|
(48,133
|
)
|
|
$
|
1,947,923
|
|
CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
Columbia Banking System, Inc.
(Unaudited)
|
||||||||
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Supplemental Information:
|
|
|
|
|
||||
Interest paid
|
|
$
|
6,712
|
|
|
$
|
3,211
|
|
Income taxes paid, net of refunds
|
|
$
|
(146
|
)
|
|
$
|
24
|
|
Non-cash investing and financing activities
|
|
|
|
|
||||
Loans transferred to OREO
|
|
$
|
386
|
|
|
$
|
406
|
|
Premises and equipment expenditures incurred but not yet paid
|
|
$
|
35
|
|
|
$
|
—
|
|
Change in dividends payable on unvested shares included in other liabilities
|
|
$
|
14
|
|
|
$
|
—
|
|
1.
|
Basis of Presentation, Significant Accounting Policies and Reclassifications
|
2.
|
Accounting Pronouncements Recently Adopted or Issued
|
3.
|
Securities
|
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair Value
|
||||||||
March 31, 2019
|
|
(in thousands)
|
||||||||||||||
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
|
|
$
|
2,156,810
|
|
|
$
|
24,904
|
|
|
$
|
(26,100
|
)
|
|
$
|
2,155,614
|
|
State and municipal securities
|
|
534,218
|
|
|
4,833
|
|
|
(2,561
|
)
|
|
536,490
|
|
||||
U.S. government agency and government-sponsored enterprise securities
|
|
335,536
|
|
|
1,321
|
|
|
(1,940
|
)
|
|
334,917
|
|
||||
U.S. government securities
|
|
251
|
|
|
—
|
|
|
(2
|
)
|
|
249
|
|
||||
Total
|
|
$
|
3,026,815
|
|
|
$
|
31,058
|
|
|
$
|
(30,603
|
)
|
|
$
|
3,027,270
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
|
|
$
|
2,222,521
|
|
|
$
|
9,236
|
|
|
$
|
(43,467
|
)
|
|
$
|
2,188,290
|
|
State and municipal securities
|
|
579,755
|
|
|
2,328
|
|
|
(7,760
|
)
|
|
574,323
|
|
||||
U.S. government agency and government-sponsored enterprise securities
|
|
408,088
|
|
|
1,235
|
|
|
(4,736
|
)
|
|
404,587
|
|
||||
U.S. government securities
|
|
251
|
|
|
—
|
|
|
(3
|
)
|
|
248
|
|
||||
Total
|
|
$
|
3,210,615
|
|
|
$
|
12,799
|
|
|
$
|
(55,966
|
)
|
|
$
|
3,167,448
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Proceeds from sales of debt securities available for sale
|
|
$
|
83,968
|
|
|
$
|
19,761
|
|
|
|
|
|
|
||||
Gross realized gains from sales of debt securities available for sale
|
|
$
|
1,847
|
|
|
$
|
148
|
|
Gross realized losses from sales of debt securities available for sale
|
|
—
|
|
|
(46
|
)
|
||
Other securities losses, net (1)
|
|
—
|
|
|
(80
|
)
|
||
Investment securities gains, net
|
|
$
|
1,847
|
|
|
$
|
22
|
|
|
|
March 31, 2019
|
||||||
|
|
Amortized Cost
|
|
Fair Value
|
||||
|
|
(in thousands)
|
||||||
Due within one year
|
|
$
|
111,449
|
|
|
$
|
111,405
|
|
Due after one year through five years
|
|
528,884
|
|
|
526,821
|
|
||
Due after five years through ten years
|
|
1,324,754
|
|
|
1,341,174
|
|
||
Due after ten years
|
|
1,061,728
|
|
|
1,047,870
|
|
||
Total debt securities available for sale
|
|
$
|
3,026,815
|
|
|
$
|
3,027,270
|
|
|
|
March 31, 2019
|
||
|
|
(in thousands)
|
||
Washington and Oregon State to secure public deposits
|
|
$
|
277,815
|
|
FRB to secure borrowings
|
|
54,717
|
|
|
Other securities pledged
|
|
140,755
|
|
|
Total securities pledged as collateral
|
|
$
|
473,287
|
|
|
|
Less than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
||||||||||||
March 31, 2019
|
|
(in thousands)
|
||||||||||||||||||||||
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
|
|
$
|
1,879
|
|
|
$
|
(7
|
)
|
|
$
|
1,250,289
|
|
|
$
|
(26,093
|
)
|
|
$
|
1,252,168
|
|
|
$
|
(26,100
|
)
|
State and municipal securities
|
|
3,312
|
|
|
(1
|
)
|
|
209,604
|
|
|
(2,560
|
)
|
|
212,916
|
|
|
(2,561
|
)
|
||||||
U.S. government agency and government-sponsored enterprise securities
|
|
—
|
|
|
—
|
|
|
253,752
|
|
|
(1,940
|
)
|
|
253,752
|
|
|
(1,940
|
)
|
||||||
U.S. government securities
|
|
—
|
|
|
—
|
|
|
248
|
|
|
(2
|
)
|
|
248
|
|
|
(2
|
)
|
||||||
Total
|
|
$
|
5,191
|
|
|
$
|
(8
|
)
|
|
$
|
1,713,893
|
|
|
$
|
(30,595
|
)
|
|
$
|
1,719,084
|
|
|
$
|
(30,603
|
)
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
|
|
$
|
154,622
|
|
|
$
|
(972
|
)
|
|
$
|
1,301,387
|
|
|
$
|
(42,495
|
)
|
|
$
|
1,456,009
|
|
|
$
|
(43,467
|
)
|
State and municipal securities
|
|
106,292
|
|
|
(581
|
)
|
|
280,496
|
|
|
(7,179
|
)
|
|
386,788
|
|
|
(7,760
|
)
|
||||||
U.S. government agency and government-sponsored enterprise securities
|
|
15,392
|
|
|
(45
|
)
|
|
291,435
|
|
|
(4,691
|
)
|
|
306,827
|
|
|
(4,736
|
)
|
||||||
U.S. government securities
|
|
—
|
|
|
—
|
|
|
247
|
|
|
(3
|
)
|
|
247
|
|
|
(3
|
)
|
||||||
Total
|
|
$
|
276,306
|
|
|
$
|
(1,598
|
)
|
|
$
|
1,873,565
|
|
|
$
|
(54,368
|
)
|
|
$
|
2,149,871
|
|
|
$
|
(55,966
|
)
|
4.
|
Loans
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
|
Loans, excluding PCI loans
|
|
PCI Loans
|
|
Total
|
|
Loans, excluding PCI loans
|
|
PCI Loans
|
|
Total
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Commercial business
|
|
$
|
3,509,472
|
|
|
$
|
9,914
|
|
|
$
|
3,519,386
|
|
|
$
|
3,438,422
|
|
|
$
|
9,240
|
|
|
$
|
3,447,662
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential
|
|
282,673
|
|
|
7,494
|
|
|
290,167
|
|
|
238,367
|
|
|
8,017
|
|
|
246,384
|
|
||||||
Commercial and multifamily residential
|
|
3,917,833
|
|
|
61,661
|
|
|
3,979,494
|
|
|
3,846,027
|
|
|
62,910
|
|
|
3,908,937
|
|
||||||
Total real estate
|
|
4,200,506
|
|
|
69,155
|
|
|
4,269,661
|
|
|
4,084,394
|
|
|
70,927
|
|
|
4,155,321
|
|
||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential
|
|
207,900
|
|
|
147
|
|
|
208,047
|
|
|
217,790
|
|
|
153
|
|
|
217,943
|
|
||||||
Commercial and multifamily residential
|
|
240,458
|
|
|
519
|
|
|
240,977
|
|
|
284,394
|
|
|
534
|
|
|
284,928
|
|
||||||
Total real estate construction
|
|
448,358
|
|
|
666
|
|
|
449,024
|
|
|
502,184
|
|
|
687
|
|
|
502,871
|
|
||||||
Consumer
|
|
312,886
|
|
|
8,522
|
|
|
321,408
|
|
|
318,945
|
|
|
8,906
|
|
|
327,851
|
|
||||||
Less: Net unearned income
|
|
(38,681
|
)
|
|
—
|
|
|
(38,681
|
)
|
|
(42,194
|
)
|
|
—
|
|
|
(42,194
|
)
|
||||||
Total loans, net of unearned income
|
|
8,432,541
|
|
|
88,257
|
|
|
8,520,798
|
|
|
8,301,751
|
|
|
89,760
|
|
|
8,391,511
|
|
||||||
Less: ALLL
|
|
(80,029
|
)
|
|
(3,245
|
)
|
|
(83,274
|
)
|
|
(79,758
|
)
|
|
(3,611
|
)
|
|
(83,369
|
)
|
||||||
Total loans, net
|
|
$
|
8,352,512
|
|
|
$
|
85,012
|
|
|
$
|
8,437,524
|
|
|
$
|
8,221,993
|
|
|
$
|
86,149
|
|
|
$
|
8,308,142
|
|
Loans held for sale
|
|
$
|
4,017
|
|
|
$
|
—
|
|
|
$
|
4,017
|
|
|
$
|
3,849
|
|
|
$
|
—
|
|
|
$
|
3,849
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||||
|
|
Recorded
Investment Nonaccrual Loans |
|
Unpaid Principal
Balance Nonaccrual Loans |
|
Recorded
Investment Nonaccrual Loans |
|
Unpaid Principal
Balance Nonaccrual Loans |
||||||||
|
|
(in thousands)
|
||||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
||||||||
Secured
|
|
$
|
35,577
|
|
|
$
|
46,496
|
|
|
$
|
35,504
|
|
|
$
|
45,072
|
|
Unsecured
|
|
—
|
|
|
—
|
|
|
9
|
|
|
9
|
|
||||
Real estate:
|
|
|
|
|
|
|
|
|
||||||||
One-to-four family residential
|
|
923
|
|
|
1,018
|
|
|
1,158
|
|
|
1,178
|
|
||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
||||||||
Commercial land
|
|
2,570
|
|
|
2,577
|
|
|
2,261
|
|
|
2,270
|
|
||||
Income property
|
|
1,108
|
|
|
1,118
|
|
|
2,721
|
|
|
3,062
|
|
||||
Owner occupied
|
|
9,623
|
|
|
9,960
|
|
|
9,922
|
|
|
10,300
|
|
||||
Real estate construction:
|
|
|
|
|
|
|
|
|
||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
||||||||
Land and acquisition
|
|
—
|
|
|
—
|
|
|
318
|
|
|
318
|
|
||||
Consumer
|
|
2,814
|
|
|
3,062
|
|
|
2,949
|
|
|
3,149
|
|
||||
Total
|
|
$
|
52,615
|
|
|
$
|
64,231
|
|
|
$
|
54,842
|
|
|
$
|
65,358
|
|
|
|
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
|
||||||||||||||
March 31, 2019
|
|
(in thousands)
|
||||||||||||||||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Secured
|
|
$
|
3,337,206
|
|
|
$
|
6,848
|
|
|
$
|
1,603
|
|
|
$
|
—
|
|
|
$
|
8,451
|
|
|
$
|
35,577
|
|
|
$
|
3,381,234
|
|
Unsecured
|
|
114,087
|
|
|
32
|
|
|
1,098
|
|
|
—
|
|
|
1,130
|
|
|
—
|
|
|
115,217
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential
|
|
280,727
|
|
|
680
|
|
|
—
|
|
|
—
|
|
|
680
|
|
|
923
|
|
|
282,330
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial land
|
|
292,125
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|
2,570
|
|
|
294,920
|
|
|||||||
Income property
|
|
1,959,361
|
|
|
2,140
|
|
|
—
|
|
|
—
|
|
|
2,140
|
|
|
1,108
|
|
|
1,962,609
|
|
|||||||
Owner occupied
|
|
1,627,738
|
|
|
1,123
|
|
|
75
|
|
|
—
|
|
|
1,198
|
|
|
9,623
|
|
|
1,638,559
|
|
|||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Land and acquisition
|
|
3,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,619
|
|
|||||||
Residential construction
|
|
203,318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,318
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income property
|
|
163,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,674
|
|
|||||||
Owner occupied
|
|
74,736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74,736
|
|
|||||||
Consumer
|
|
308,069
|
|
|
1,234
|
|
|
208
|
|
|
—
|
|
|
1,442
|
|
|
2,814
|
|
|
312,325
|
|
|||||||
Total
|
|
$
|
8,364,660
|
|
|
$
|
12,282
|
|
|
$
|
2,984
|
|
|
$
|
—
|
|
|
$
|
15,266
|
|
|
$
|
52,615
|
|
|
$
|
8,432,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
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, 2018
|
|
(in thousands)
|
||||||||||||||||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Secured
|
|
$
|
3,267,709
|
|
|
$
|
5,864
|
|
|
$
|
3,624
|
|
|
$
|
—
|
|
|
$
|
9,488
|
|
|
$
|
35,504
|
|
|
$
|
3,312,701
|
|
Unsecured
|
|
111,868
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
9
|
|
|
112,117
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential
|
|
233,941
|
|
|
694
|
|
|
233
|
|
|
—
|
|
|
927
|
|
|
1,158
|
|
|
236,026
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial land
|
|
283,416
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,261
|
|
|
285,677
|
|
|||||||
Income property
|
|
1,910,505
|
|
|
5,009
|
|
|
2,241
|
|
|
—
|
|
|
7,250
|
|
|
2,721
|
|
|
1,920,476
|
|
|||||||
Owner occupied
|
|
1,606,085
|
|
|
1,744
|
|
|
—
|
|
|
—
|
|
|
1,744
|
|
|
9,922
|
|
|
1,617,751
|
|
|||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Land and acquisition
|
|
4,099
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
318
|
|
|
4,417
|
|
|||||||
Residential construction
|
|
212,303
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
212,396
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income property
|
|
194,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194,912
|
|
|||||||
Owner occupied
|
|
79,805
|
|
|
7,258
|
|
|
—
|
|
|
—
|
|
|
7,258
|
|
|
—
|
|
|
87,063
|
|
|||||||
Consumer
|
|
314,008
|
|
|
1,057
|
|
|
201
|
|
|
—
|
|
|
1,258
|
|
|
2,949
|
|
|
318,215
|
|
|||||||
Total
|
|
$
|
8,218,651
|
|
|
$
|
21,959
|
|
|
$
|
6,299
|
|
|
$
|
—
|
|
|
$
|
28,258
|
|
|
$
|
54,842
|
|
|
$
|
8,301,751
|
|
|
|
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 |
||||||||||||||||||
March 31, 2019
|
|
(in thousands)
|
||||||||||||||||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Secured
|
|
$
|
3,351,027
|
|
|
$
|
30,207
|
|
|
$
|
5,426
|
|
|
$
|
6,189
|
|
|
$
|
2,829
|
|
|
$
|
24,781
|
|
|
$
|
30,656
|
|
Unsecured
|
|
115,199
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential
|
|
281,466
|
|
|
864
|
|
|
313
|
|
|
793
|
|
|
8
|
|
|
551
|
|
|
568
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial land
|
|
292,055
|
|
|
2,865
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,865
|
|
|
2,909
|
|
|||||||
Income property
|
|
1,961,287
|
|
|
1,322
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,322
|
|
|
1,333
|
|
|||||||
Owner occupied
|
|
1,622,007
|
|
|
16,552
|
|
|
3,181
|
|
|
4,640
|
|
|
52
|
|
|
13,371
|
|
|
13,617
|
|
|||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Land and acquisition
|
|
3,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential construction
|
|
203,318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income property
|
|
163,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Owner occupied
|
|
74,736
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consumer
|
|
308,870
|
|
|
3,455
|
|
|
2,558
|
|
|
2,703
|
|
|
22
|
|
|
897
|
|
|
1,012
|
|
|||||||
Total
|
|
$
|
8,377,258
|
|
|
$
|
55,283
|
|
|
$
|
11,478
|
|
|
$
|
14,325
|
|
|
$
|
2,911
|
|
|
$
|
43,805
|
|
|
$
|
50,113
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
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, 2018
|
|
(in thousands)
|
||||||||||||||||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Secured
|
|
$
|
3,286,416
|
|
|
$
|
26,285
|
|
|
$
|
6,350
|
|
|
$
|
8,460
|
|
|
$
|
2,023
|
|
|
$
|
19,935
|
|
|
$
|
24,404
|
|
Unsecured
|
|
112,097
|
|
|
20
|
|
|
20
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential
|
|
235,138
|
|
|
888
|
|
|
325
|
|
|
798
|
|
|
8
|
|
|
563
|
|
|
575
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial land
|
|
283,451
|
|
|
2,226
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,226
|
|
|
2,272
|
|
|||||||
Income property
|
|
1,917,522
|
|
|
2,954
|
|
|
99
|
|
|
165
|
|
|
1
|
|
|
2,855
|
|
|
3,011
|
|
|||||||
Owner occupied
|
|
1,605,042
|
|
|
12,709
|
|
|
3,231
|
|
|
4,666
|
|
|
69
|
|
|
9,478
|
|
|
9,750
|
|
|||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Land and acquisition
|
|
4,417
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential construction
|
|
212,396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income property
|
|
194,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Owner occupied
|
|
87,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consumer
|
|
314,193
|
|
|
4,022
|
|
|
3,326
|
|
|
3,584
|
|
|
31
|
|
|
696
|
|
|
704
|
|
|||||||
Total
|
|
$
|
8,252,647
|
|
|
$
|
49,104
|
|
|
$
|
13,351
|
|
|
$
|
17,693
|
|
|
$
|
2,132
|
|
|
$
|
35,753
|
|
|
$
|
40,716
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||
|
|
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
|
|
$
|
28,246
|
|
|
$
|
12
|
|
|
$
|
42,306
|
|
|
$
|
12
|
|
Unsecured
|
|
19
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||
Real estate:
|
|
|
|
|
|
|
|
|
||||||||
One-to-four family residential
|
|
876
|
|
|
6
|
|
|
881
|
|
|
7
|
|
||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
||||||||
Commercial land
|
|
2,546
|
|
|
7
|
|
|
2,569
|
|
|
—
|
|
||||
Income property
|
|
2,138
|
|
|
19
|
|
|
4,292
|
|
|
31
|
|
||||
Owner occupied
|
|
14,630
|
|
|
118
|
|
|
8,622
|
|
|
84
|
|
||||
Real estate construction:
|
|
|
|
|
|
|
|
|
||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
||||||||
Residential construction
|
|
—
|
|
|
—
|
|
|
1,210
|
|
|
—
|
|
||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
||||||||
Owner occupied
|
|
—
|
|
|
—
|
|
|
4,050
|
|
|
51
|
|
||||
Consumer
|
|
3,738
|
|
|
27
|
|
|
6,623
|
|
|
54
|
|
||||
Total
|
|
$
|
52,193
|
|
|
$
|
189
|
|
|
$
|
70,577
|
|
|
$
|
239
|
|
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
||||||||||||||||||
|
|
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
|
|
2
|
|
|
$
|
616
|
|
|
$
|
616
|
|
|
1
|
|
|
$
|
450
|
|
|
$
|
450
|
|
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income property
|
|
1
|
|
|
217
|
|
|
217
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income property
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
891
|
|
|
891
|
|
||||
Consumer
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
1,143
|
|
|
1,143
|
|
||||
Total
|
|
3
|
|
|
$
|
833
|
|
|
$
|
833
|
|
|
9
|
|
|
$
|
2,484
|
|
|
$
|
2,484
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
Commercial business
|
|
$
|
10,270
|
|
|
$
|
9,672
|
|
Real estate:
|
|
|
|
|
||||
One-to-four family residential
|
|
9,258
|
|
|
9,848
|
|
||
Commercial and multifamily residential
|
|
64,958
|
|
|
66,340
|
|
||
Total real estate
|
|
74,216
|
|
|
76,188
|
|
||
Real estate construction:
|
|
|
|
|
||||
One-to-four family residential
|
|
147
|
|
|
153
|
|
||
Commercial and multifamily residential
|
|
491
|
|
|
507
|
|
||
Total real estate construction
|
|
638
|
|
|
660
|
|
||
Consumer
|
|
9,294
|
|
|
9,765
|
|
||
Subtotal of PCI loans
|
|
94,418
|
|
|
96,285
|
|
||
Less:
|
|
|
|
|
||||
Valuation discount resulting from acquisition accounting
|
|
6,161
|
|
|
6,525
|
|
||
ALLL
|
|
3,245
|
|
|
3,611
|
|
||
PCI loans, net of valuation discounts and allowance for loan losses
|
|
$
|
85,012
|
|
|
$
|
86,149
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Balance at beginning of period
|
|
$
|
21,949
|
|
|
$
|
31,176
|
|
Accretion
|
|
(1,577
|
)
|
|
(2,265
|
)
|
||
Disposals
|
|
103
|
|
|
(159
|
)
|
||
Reclassifications from nonaccretable difference
|
|
1,374
|
|
|
603
|
|
||
Balance at end of period
|
|
$
|
21,849
|
|
|
$
|
29,355
|
|
5.
|
Allowance for Loan and Lease Losses and Allowance for Unfunded Commitments and Letters of Credit
|
|
|
Beginning
Balance |
|
Charge-offs
|
|
Recoveries
|
|
Provision (Recapture)
|
|
Ending
Balance |
|
Specific
Reserve |
|
General
Allocation |
||||||||||||||
Three months ended March 31, 2019
|
|
(in thousands)
|
||||||||||||||||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Secured
|
|
$
|
43,188
|
|
|
$
|
(1,249
|
)
|
|
$
|
323
|
|
|
$
|
1,355
|
|
|
$
|
43,617
|
|
|
$
|
2,829
|
|
|
$
|
40,788
|
|
Unsecured
|
|
2,626
|
|
|
—
|
|
|
157
|
|
|
(288
|
)
|
|
2,495
|
|
|
—
|
|
|
2,495
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential
|
|
593
|
|
|
(2
|
)
|
|
17
|
|
|
8
|
|
|
616
|
|
|
8
|
|
|
608
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial land
|
|
3,947
|
|
|
—
|
|
|
7
|
|
|
634
|
|
|
4,588
|
|
|
—
|
|
|
4,588
|
|
|||||||
Income property
|
|
4,044
|
|
|
—
|
|
|
23
|
|
|
951
|
|
|
5,018
|
|
|
—
|
|
|
5,018
|
|
|||||||
Owner occupied
|
|
4,533
|
|
|
—
|
|
|
1
|
|
|
432
|
|
|
4,966
|
|
|
52
|
|
|
4,914
|
|
|||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Land and acquisition
|
|
549
|
|
|
—
|
|
|
59
|
|
|
(201
|
)
|
|
407
|
|
|
—
|
|
|
407
|
|
|||||||
Residential construction
|
|
5,536
|
|
|
(170
|
)
|
|
1
|
|
|
99
|
|
|
5,466
|
|
|
—
|
|
|
5,466
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income property
|
|
5,784
|
|
|
—
|
|
|
—
|
|
|
(1,267
|
)
|
|
4,517
|
|
|
—
|
|
|
4,517
|
|
|||||||
Owner occupied
|
|
2,604
|
|
|
—
|
|
|
—
|
|
|
(384
|
)
|
|
2,220
|
|
|
—
|
|
|
2,220
|
|
|||||||
Consumer
|
|
5,301
|
|
|
(478
|
)
|
|
238
|
|
|
484
|
|
|
5,545
|
|
|
22
|
|
|
5,523
|
|
|||||||
PCI
|
|
3,611
|
|
|
(1,089
|
)
|
|
705
|
|
|
18
|
|
|
3,245
|
|
|
—
|
|
|
3,245
|
|
|||||||
Unallocated
|
|
1,053
|
|
|
—
|
|
|
—
|
|
|
(479
|
)
|
|
574
|
|
|
—
|
|
|
574
|
|
|||||||
Total
|
|
$
|
83,369
|
|
|
$
|
(2,988
|
)
|
|
$
|
1,531
|
|
|
$
|
1,362
|
|
|
$
|
83,274
|
|
|
$
|
2,911
|
|
|
$
|
80,363
|
|
|
|
Beginning
Balance |
|
Charge-offs
|
|
Recoveries
|
|
Provision (Recapture)
|
|
Ending
Balance |
|
Specific
Reserve |
|
General
Allocation |
||||||||||||||
Three months ended March 31, 2018
|
|
(in thousands)
|
||||||||||||||||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Secured
|
|
$
|
29,341
|
|
|
$
|
(2,414
|
)
|
|
$
|
553
|
|
|
$
|
9,851
|
|
|
$
|
37,331
|
|
|
$
|
5,657
|
|
|
$
|
31,674
|
|
Unsecured
|
|
2,000
|
|
|
(63
|
)
|
|
249
|
|
|
409
|
|
|
2,595
|
|
|
2
|
|
|
2,593
|
|
|||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential
|
|
701
|
|
|
—
|
|
|
172
|
|
|
(315
|
)
|
|
558
|
|
|
22
|
|
|
536
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial land
|
|
4,265
|
|
|
—
|
|
|
6
|
|
|
(526
|
)
|
|
3,745
|
|
|
—
|
|
|
3,745
|
|
|||||||
Income property
|
|
5,672
|
|
|
(223
|
)
|
|
141
|
|
|
(888
|
)
|
|
4,702
|
|
|
—
|
|
|
4,702
|
|
|||||||
Owner occupied
|
|
5,459
|
|
|
—
|
|
|
12
|
|
|
(722
|
)
|
|
4,749
|
|
|
5
|
|
|
4,744
|
|
|||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Land and acquisition
|
|
963
|
|
|
—
|
|
|
16
|
|
|
(67
|
)
|
|
912
|
|
|
—
|
|
|
912
|
|
|||||||
Residential construction
|
|
3,709
|
|
|
—
|
|
|
3
|
|
|
924
|
|
|
4,636
|
|
|
—
|
|
|
4,636
|
|
|||||||
Commercial & multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Income property
|
|
7,053
|
|
|
—
|
|
|
—
|
|
|
421
|
|
|
7,474
|
|
|
—
|
|
|
7,474
|
|
|||||||
Owner occupied
|
|
4,413
|
|
|
—
|
|
|
—
|
|
|
(2,490
|
)
|
|
1,923
|
|
|
—
|
|
|
1,923
|
|
|||||||
Consumer
|
|
5,163
|
|
|
(264
|
)
|
|
260
|
|
|
57
|
|
|
5,216
|
|
|
171
|
|
|
5,045
|
|
|||||||
PCI
|
|
6,907
|
|
|
(1,343
|
)
|
|
1,224
|
|
|
(1,123
|
)
|
|
5,665
|
|
|
—
|
|
|
5,665
|
|
|||||||
Unallocated
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321
|
|
|
321
|
|
|
—
|
|
|
321
|
|
|||||||
Total
|
|
$
|
75,646
|
|
|
$
|
(4,307
|
)
|
|
$
|
2,636
|
|
|
$
|
5,852
|
|
|
$
|
79,827
|
|
|
$
|
5,857
|
|
|
$
|
73,970
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Balance at beginning of period
|
|
$
|
4,330
|
|
|
$
|
3,130
|
|
Net changes in the allowance for unfunded commitments and letters of credit
|
|
(550
|
)
|
|
1,200
|
|
||
Balance at end of period
|
|
$
|
3,780
|
|
|
$
|
4,330
|
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
March 31, 2019
|
|
(in thousands)
|
||||||||||||||||||||||
Loans, excluding PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Secured
|
|
$
|
3,217,555
|
|
|
$
|
58,919
|
|
|
$
|
104,760
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,381,234
|
|
Unsecured
|
|
115,089
|
|
|
26
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
115,217
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential
|
|
281,107
|
|
|
—
|
|
|
1,223
|
|
|
—
|
|
|
—
|
|
|
282,330
|
|
||||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial land
|
|
286,993
|
|
|
2,472
|
|
|
5,455
|
|
|
—
|
|
|
—
|
|
|
294,920
|
|
||||||
Income property
|
|
1,918,999
|
|
|
1,560
|
|
|
42,050
|
|
|
—
|
|
|
—
|
|
|
1,962,609
|
|
||||||
Owner occupied
|
|
1,578,780
|
|
|
13,724
|
|
|
46,055
|
|
|
—
|
|
|
—
|
|
|
1,638,559
|
|
||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Land and acquisition
|
|
3,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,619
|
|
||||||
Residential construction
|
|
203,318
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,318
|
|
||||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income property
|
|
163,674
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163,674
|
|
||||||
Owner occupied
|
|
74,148
|
|
|
—
|
|
|
588
|
|
|
—
|
|
|
—
|
|
|
74,736
|
|
||||||
Consumer
|
|
307,950
|
|
|
—
|
|
|
4,375
|
|
|
—
|
|
|
—
|
|
|
312,325
|
|
||||||
Total
|
|
$
|
8,151,232
|
|
|
$
|
76,701
|
|
|
$
|
204,608
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
8,432,541
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ALLL
|
|
80,029
|
|
|||||||||||||||||||||
Loans, excluding PCI loans, net
|
|
$
|
8,352,512
|
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
December 31, 2018
|
|
(in thousands)
|
||||||||||||||||||||||
Loans, excluding PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Secured
|
|
$
|
3,160,910
|
|
|
$
|
48,779
|
|
|
$
|
103,007
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
3,312,701
|
|
Unsecured
|
|
112,091
|
|
|
21
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
112,117
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential
|
|
234,416
|
|
|
—
|
|
|
1,610
|
|
|
—
|
|
|
—
|
|
|
236,026
|
|
||||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial land
|
|
276,348
|
|
|
5,082
|
|
|
4,247
|
|
|
—
|
|
|
—
|
|
|
285,677
|
|
||||||
Income property
|
|
1,876,925
|
|
|
36,998
|
|
|
6,553
|
|
|
—
|
|
|
—
|
|
|
1,920,476
|
|
||||||
Owner occupied
|
|
1,556,852
|
|
|
14,964
|
|
|
45,935
|
|
|
—
|
|
|
—
|
|
|
1,617,751
|
|
||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Land and acquisition
|
|
4,099
|
|
|
—
|
|
|
318
|
|
|
—
|
|
|
—
|
|
|
4,417
|
|
||||||
Residential construction
|
|
212,225
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
212,396
|
|
||||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income property
|
|
194,912
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194,912
|
|
||||||
Owner occupied
|
|
87,063
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87,063
|
|
||||||
Consumer
|
|
313,817
|
|
|
—
|
|
|
4,398
|
|
|
—
|
|
|
—
|
|
|
318,215
|
|
||||||
Total
|
|
$
|
8,029,658
|
|
|
$
|
105,844
|
|
|
$
|
166,239
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
8,301,751
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
ALLL
|
|
79,758
|
|
|||||||||||||||||||||
Loans, excluding PCI loans, net
|
|
$
|
8,221,993
|
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
March 31, 2019
|
|
(in thousands)
|
||||||||||||||||||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Secured
|
|
$
|
8,749
|
|
|
$
|
—
|
|
|
$
|
804
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,553
|
|
Unsecured
|
|
717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
717
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential
|
|
8,565
|
|
|
—
|
|
|
693
|
|
|
—
|
|
|
—
|
|
|
9,258
|
|
||||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial land
|
|
9,974
|
|
|
141
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
10,186
|
|
||||||
Income property
|
|
19,350
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,350
|
|
||||||
Owner occupied
|
|
28,662
|
|
|
—
|
|
|
6,760
|
|
|
—
|
|
|
—
|
|
|
35,422
|
|
||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Land and acquisition
|
|
146
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
147
|
|
||||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income property
|
|
491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
491
|
|
||||||
Consumer
|
|
8,908
|
|
|
—
|
|
|
386
|
|
|
—
|
|
|
—
|
|
|
9,294
|
|
||||||
Total
|
|
$
|
85,562
|
|
|
$
|
141
|
|
|
$
|
8,715
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
94,418
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Valuation discount resulting from acquisition accounting
|
|
6,161
|
|
|||||||||||||||||||||
ALLL
|
|
3,245
|
|
|||||||||||||||||||||
PCI loans, net
|
|
$
|
85,012
|
|
|
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
December 31, 2018
|
|
(in thousands)
|
||||||||||||||||||||||
PCI loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial business:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Secured
|
|
$
|
8,041
|
|
|
$
|
—
|
|
|
$
|
840
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,881
|
|
Unsecured
|
|
692
|
|
|
—
|
|
|
99
|
|
|
—
|
|
|
—
|
|
|
791
|
|
||||||
Real estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential
|
|
9,633
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
—
|
|
|
9,848
|
|
||||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial land
|
|
10,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,363
|
|
||||||
Income property
|
|
19,680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,680
|
|
||||||
Owner occupied
|
|
35,944
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
—
|
|
|
36,297
|
|
||||||
Real estate construction:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Land and acquisition
|
|
151
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
153
|
|
||||||
Commercial and multifamily residential:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income property
|
|
507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
507
|
|
||||||
Consumer
|
|
9,326
|
|
|
—
|
|
|
439
|
|
|
—
|
|
|
—
|
|
|
9,765
|
|
||||||
Total
|
|
$
|
94,337
|
|
|
$
|
—
|
|
|
$
|
1,948
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
96,285
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Valuation discount resulting from acquisition accounting
|
|
6,525
|
|
|||||||||||||||||||||
ALLL
|
|
3,611
|
|
|||||||||||||||||||||
PCI loans, net
|
|
$
|
86,149
|
|
6.
|
Other Real Estate Owned
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Balance, beginning of period
|
|
$
|
6,019
|
|
|
$
|
13,298
|
|
Transfers in
|
|
386
|
|
|
406
|
|
||
Valuation adjustments
|
|
(195
|
)
|
|
(92
|
)
|
||
Proceeds from sale of OREO property
|
|
(121
|
)
|
|
(2,062
|
)
|
||
Loss on sale of OREO, net
|
|
(14
|
)
|
|
(43
|
)
|
||
Balance, end of period
|
|
$
|
6,075
|
|
|
$
|
11,507
|
|
7.
|
Goodwill and Other Intangible Assets
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Goodwill
|
|
|
|
|
||||
Total goodwill
|
|
$
|
765,842
|
|
|
$
|
765,842
|
|
Other intangible assets, net
|
|
|
|
|
||||
CDI:
|
|
|
|
|
||||
Gross CDI balance at beginning of period
|
|
105,473
|
|
|
105,473
|
|
||
Accumulated amortization at beginning of period
|
|
(60,455
|
)
|
|
(48,219
|
)
|
||
CDI, net at beginning of period
|
|
45,018
|
|
|
57,254
|
|
||
CDI current period amortization
|
|
(2,748
|
)
|
|
(3,188
|
)
|
||
Total CDI, net at end of period
|
|
42,270
|
|
|
54,066
|
|
||
Intangible assets not subject to amortization
|
|
919
|
|
|
919
|
|
||
Other intangible assets, net at end of period
|
|
43,189
|
|
|
54,985
|
|
||
Total goodwill and other intangible assets at end of period
|
|
$
|
809,031
|
|
|
$
|
820,827
|
|
|
|
Year ending December 31,
|
||
|
|
(in thousands)
|
||
|
|
|
||
2019
|
|
$
|
7,731
|
|
2020
|
|
8,724
|
|
|
2021
|
|
7,264
|
|
|
2022
|
|
5,880
|
|
|
2023
|
|
4,552
|
|
8.
|
Subordinated Debentures
|
9.
|
Junior Subordinated Debentures
|
10.
|
Derivatives, Hedging Activities and Balance Sheet Offsetting
|
|
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
|
||||||||||||
|
|
|
|
Collateral Posted
|
|
Net Amount
|
|||||||||||||
March 31, 2019
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swap contracts
|
$
|
8,815
|
|
|
$
|
—
|
|
|
$
|
8,815
|
|
|
$
|
—
|
|
|
$
|
8,815
|
|
Interest rate collar
|
$
|
6,268
|
|
|
$
|
—
|
|
|
$
|
6,268
|
|
|
$
|
—
|
|
|
6,268
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swap contracts
|
$
|
8,815
|
|
|
$
|
—
|
|
|
$
|
8,815
|
|
|
$
|
(5,573
|
)
|
|
$
|
3,242
|
|
Repurchase agreements
|
$
|
23,018
|
|
|
$
|
—
|
|
|
$
|
23,018
|
|
|
$
|
(23,018
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swap contracts
|
$
|
7,033
|
|
|
$
|
—
|
|
|
$
|
7,033
|
|
|
$
|
—
|
|
|
$
|
7,033
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate swap contracts
|
$
|
7,033
|
|
|
$
|
—
|
|
|
$
|
7,033
|
|
|
$
|
(3,235
|
)
|
|
$
|
3,798
|
|
Repurchase agreements
|
$
|
61,094
|
|
|
$
|
—
|
|
|
$
|
61,094
|
|
|
$
|
(61,094
|
)
|
|
$
|
—
|
|
|
|
Remaining contractual maturity of the agreements
|
||||||||||||||||||
|
|
Overnight and continuous
|
|
Up to 30 days
|
|
30 - 90 days
|
|
Greater than 90 days
|
|
Total
|
||||||||||
March 31, 2019
|
|
(in thousands)
|
||||||||||||||||||
Class of collateral pledged for repurchase agreements
|
|
|
|
|
|
|
|
|
|
|
||||||||||
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
|
|
$
|
23,018
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,018
|
|
Gross amount of recognized liabilities for repurchase agreements
|
|
|
|
|
|
|
|
|
|
23,018
|
|
|||||||||
Amounts related to agreements not included in offsetting disclosure
|
|
|
|
|
|
|
|
|
|
$
|
—
|
|
11.
|
Commitments and Contingent Liabilities
|
Item
|
|
Balance Sheet Location
|
|
March 31, 2019
|
||
|
|
|
|
(in thousands)
|
||
Operating lease asset
|
|
Other assets
|
|
$
|
48,211
|
|
Operating lease liability
|
|
Other liabilities
|
|
$
|
54,246
|
|
|
|
|
|
Three Months Ended March 31,
|
||
Item
|
|
Statement of Income Location
|
|
2019
|
||
|
|
|
|
(in thousands)
|
||
Operating lease cost
|
|
Occupancy
|
|
$
|
2,820
|
|
Variable lease cost
|
|
Occupancy
|
|
506
|
|
|
Sublease income
|
|
Occupancy
|
|
(315
|
)
|
|
Net lease cost
|
|
|
|
$
|
3,011
|
|
|
|
Year ending December 31,
|
||
|
|
(in thousands)
|
||
2019
|
|
$
|
8,297
|
|
2020
|
|
9,920
|
|
|
2021
|
|
8,883
|
|
|
2022
|
|
8,256
|
|
|
2023
|
|
6,949
|
|
|
Thereafter
|
|
19,561
|
|
|
Total future minimum lease payments
|
|
61,866
|
|
|
Amounts representing interest
|
|
(7,620
|
)
|
|
Present value of minimum lease payments
|
|
$
|
54,246
|
|
|
|
Year Ending December 31,
|
||
|
|
(in thousands)
|
||
2019
|
|
$
|
10,947
|
|
2020
|
|
9,766
|
|
|
2021
|
|
8,729
|
|
|
2022
|
|
8,102
|
|
|
2023
|
|
6,796
|
|
|
Thereafter
|
|
18,703
|
|
|
Total minimum payments
|
|
$
|
63,043
|
|
12.
|
Shareholders’ Equity
|
Declared
|
|
Regular Cash Dividends Per Common Share
|
|
Special Cash Dividends Per Common Share
|
|
Record Date
|
|
Paid Date
|
||||
January 24, 2019
|
|
$
|
0.28
|
|
|
$
|
0.14
|
|
|
February 6, 2019
|
|
February 20, 2019
|
13.
|
Accumulated Other Comprehensive Income
|
|
|
Unrealized Gains and Losses on Available-for-Sale Securities (1)
|
|
Unrealized Gains and Losses on Pension Plan Liability (1)
|
|
Unrealized Gains and Losses on Hedging Instruments (1)
|
|
Total (1)
|
||||||||
Three months ended March 31, 2019
|
|
(in thousands)
|
||||||||||||||
Beginning balance
|
|
$
|
(33,128
|
)
|
|
$
|
(2,177
|
)
|
|
$
|
—
|
|
|
$
|
(35,305
|
)
|
Other comprehensive income before reclassifications
|
|
32,063
|
|
|
—
|
|
|
4,810
|
|
|
36,873
|
|
||||
Amounts reclassified from accumulated other comprehensive loss (2)
|
|
1,417
|
|
|
61
|
|
|
—
|
|
|
1,478
|
|
||||
Net current-period other comprehensive income
|
|
33,480
|
|
|
61
|
|
|
4,810
|
|
|
38,351
|
|
||||
Ending balance
|
|
$
|
352
|
|
|
$
|
(2,116
|
)
|
|
$
|
4,810
|
|
|
$
|
3,046
|
|
Three months ended March 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
|
$
|
(19,779
|
)
|
|
$
|
(2,446
|
)
|
|
$
|
—
|
|
|
$
|
(22,225
|
)
|
Adjustment pursuant to adoption of ASU 2016-01
|
|
157
|
|
|
—
|
|
|
—
|
|
|
157
|
|
||||
Other comprehensive loss before reclassifications
|
|
(26,048
|
)
|
|
—
|
|
|
—
|
|
|
(26,048
|
)
|
||||
Amounts reclassified from accumulated other comprehensive loss (2)
|
|
(78
|
)
|
|
61
|
|
|
—
|
|
|
(17
|
)
|
||||
Net current-period other comprehensive income (loss)
|
|
(26,126
|
)
|
|
61
|
|
|
—
|
|
|
(26,065
|
)
|
||||
Ending balance
|
|
$
|
(45,748
|
)
|
|
$
|
(2,385
|
)
|
|
$
|
—
|
|
|
$
|
(48,133
|
)
|
|
|
Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
|
|
|
||||||
|
|
Three Months Ended March 31,
|
|
Affected line Item in the Consolidated
|
||||||
|
|
2019
|
|
2018
|
|
Statement of Income
|
||||
|
|
(in thousands)
|
|
|||||||
Unrealized gains and losses on available for sale debt securities
|
|
|
|
|
|
|
||||
Investment securities (gains) losses, net
|
|
$
|
(1,847
|
)
|
|
$
|
102
|
|
|
Investment securities gains, net
|
|
|
(1,847
|
)
|
|
102
|
|
|
Total before tax
|
||
|
|
430
|
|
|
(24
|
)
|
|
Income tax provision
|
||
|
|
$
|
(1,417
|
)
|
|
$
|
78
|
|
|
Net of tax
|
|
|
|
|
|
|
|
||||
Amortization of pension plan liability
|
|
|
|
|
|
|
||||
Actuarial losses
|
|
$
|
(80
|
)
|
|
$
|
(80
|
)
|
|
Compensation and employee benefits
|
|
|
(80
|
)
|
|
(80
|
)
|
|
Total before tax
|
||
|
|
19
|
|
|
19
|
|
|
Income tax provision
|
||
|
|
$
|
(61
|
)
|
|
$
|
(61
|
)
|
|
Net of tax
|
14.
|
Fair Value Accounting and Measurement
|
|
|
Fair Value
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
March 31, 2019
|
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations
|
|
$
|
2,155,614
|
|
|
$
|
—
|
|
|
$
|
2,155,614
|
|
|
$
|
—
|
|
State and municipal debt securities
|
|
536,490
|
|
|
—
|
|
|
536,490
|
|
|
—
|
|
||||
U.S. government agency and government-sponsored enterprise securities
|
|
334,917
|
|
|
—
|
|
|
334,917
|
|
|
—
|
|
||||
U.S. government securities
|
|
249
|
|
|
249
|
|
|
—
|
|
|
—
|
|
||||
Total debt securities available for sale
|
|
$
|
3,027,270
|
|
|
$
|
249
|
|
|
$
|
3,027,021
|
|
|
$
|
—
|
|
Other assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
8,815
|
|
|
$
|
—
|
|
|
$
|
8,815
|
|
|
$
|
—
|
|
Interest rate collar
|
|
6,268
|
|
|
—
|
|
|
6,268
|
|
|
—
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Other liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
8,815
|
|
|
$
|
—
|
|
|
$
|
8,815
|
|
|
$
|
—
|
|
|
|
Fair Value
|
|
Fair Value Measurements at Reporting Date Using
|
||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
December 31, 2018
|
|
(in thousands)
|
||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Debt securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations
|
|
$
|
2,188,290
|
|
|
$
|
—
|
|
|
$
|
2,188,290
|
|
|
$
|
—
|
|
State and municipal debt securities
|
|
574,323
|
|
|
—
|
|
|
574,323
|
|
|
—
|
|
||||
U.S. government agency and government-sponsored enterprise securities
|
|
404,587
|
|
|
—
|
|
|
404,587
|
|
|
—
|
|
||||
U.S. government securities
|
|
248
|
|
|
248
|
|
|
—
|
|
|
—
|
|
||||
Total debt securities available for sale
|
|
$
|
3,167,448
|
|
|
$
|
248
|
|
|
$
|
3,167,200
|
|
|
$
|
—
|
|
Other assets:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
7,033
|
|
|
$
|
—
|
|
|
$
|
7,033
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Other liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
|
|
$
|
7,033
|
|
|
$
|
—
|
|
|
$
|
7,033
|
|
|
$
|
—
|
|
|
|
Fair Value at
March 31, 2019 |
|
Fair Value Measurements at Reporting Date Using
|
|
Losses During the Three Months Ended
March 31, 2019 |
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Impaired loans
|
|
$
|
3,840
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,840
|
|
|
$
|
2,597
|
|
OREO
|
|
530
|
|
|
—
|
|
|
—
|
|
|
530
|
|
|
195
|
|
|||||
|
|
$
|
4,370
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,370
|
|
|
$
|
2,792
|
|
|
|
Fair Value at March 31, 2018
|
|
Fair Value Measurements at Reporting Date Using
|
|
Losses During the Three Months Ended
March 31, 2018 |
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Impaired loans
|
|
$
|
7,820
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,820
|
|
|
$
|
5,058
|
|
OREO
|
|
160
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
51
|
|
|||||
|
|
$
|
7,980
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,980
|
|
|
$
|
5,109
|
|
|
|
Fair Value at
March 31, 2019 |
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted Average) (1)
|
||
|
|
(dollars in thousands)
|
||||||||
Impaired loans - collateral-dependent (3)
|
|
$
|
3,840
|
|
|
Fair Market Value of Collateral
|
|
Adjustment to Stated Value
|
|
0.00% - 100.00% (44.53%)
|
OREO
|
|
$
|
530
|
|
|
Fair Market Value of Collateral
|
|
Adjustment to Appraisal Value
|
|
N/A (2)
|
|
|
Fair Value at March 31, 2018
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Range (Weighted Average) (1)
|
||
|
|
(dollars in thousands)
|
||||||||
Impaired loans - collateral-dependent (3)
|
|
$
|
7,512
|
|
|
Fair Market Value of Collateral
|
|
Adjustment to Stated Value
|
|
0.00% - 100.00% (41.33%)
|
Impaired loans - other (4)
|
|
$
|
308
|
|
|
Discounted Cash Flow
|
|
Discount Rate
|
|
6.00%
|
OREO
|
|
$
|
160
|
|
|
Fair Market Value of Collateral
|
|
Adjustment to Appraisal Value
|
|
N/A (2)
|
|
|
March 31, 2019
|
||||||||||||||||||
|
|
Carrying
Amount |
|
Fair
Value |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
|
$
|
178,591
|
|
|
$
|
178,591
|
|
|
$
|
178,591
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-earning deposits with banks
|
|
33,482
|
|
|
33,482
|
|
|
33,482
|
|
|
—
|
|
|
—
|
|
|||||
Debt securities available for sale
|
|
3,027,270
|
|
|
3,027,270
|
|
|
249
|
|
|
3,027,021
|
|
|
—
|
|
|||||
FHLB stock
|
|
25,600
|
|
|
25,960
|
|
|
—
|
|
|
25,960
|
|
|
—
|
|
|||||
Loans held for sale
|
|
4,017
|
|
|
4,017
|
|
|
—
|
|
|
4,017
|
|
|
—
|
|
|||||
Loans
|
|
8,437,524
|
|
|
8,541,649
|
|
|
—
|
|
|
—
|
|
|
8,541,649
|
|
|||||
Interest rate contracts
|
|
8,815
|
|
|
8,815
|
|
|
—
|
|
|
8,815
|
|
|
—
|
|
|||||
Interest rate collar
|
|
6,268
|
|
|
6,268
|
|
|
—
|
|
|
6,268
|
|
|
—
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Time deposits
|
|
$
|
411,945
|
|
|
$
|
406,652
|
|
|
$
|
—
|
|
|
$
|
406,652
|
|
|
$
|
—
|
|
FHLB advances
|
|
390,510
|
|
|
390,988
|
|
|
—
|
|
|
390,988
|
|
|
—
|
|
|||||
Repurchase agreements
|
|
23,018
|
|
|
23,018
|
|
|
—
|
|
|
23,018
|
|
|
—
|
|
|||||
Subordinated debentures
|
|
35,416
|
|
|
36,053
|
|
|
—
|
|
|
36,053
|
|
|
—
|
|
|||||
Interest rate contracts
|
|
8,815
|
|
|
8,815
|
|
|
—
|
|
|
8,815
|
|
|
—
|
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Carrying
Amount |
|
Fair
Value |
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
|
$
|
260,180
|
|
|
$
|
260,180
|
|
|
$
|
260,180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-earning deposits with banks
|
|
17,407
|
|
|
17,407
|
|
|
17,407
|
|
|
—
|
|
|
—
|
|
|||||
Debt securities available for sale
|
|
3,167,448
|
|
|
3,167,448
|
|
|
248
|
|
|
3,167,200
|
|
|
—
|
|
|||||
FHLB stock
|
|
25,960
|
|
|
25,960
|
|
|
—
|
|
|
25,960
|
|
|
—
|
|
|||||
Loans held for sale
|
|
3,849
|
|
|
3,849
|
|
|
—
|
|
|
3,849
|
|
|
—
|
|
|||||
Loans
|
|
8,308,142
|
|
|
8,316,946
|
|
|
—
|
|
|
—
|
|
|
8,316,946
|
|
|||||
Interest rate contracts
|
|
7,033
|
|
|
7,033
|
|
|
—
|
|
|
7,033
|
|
|
—
|
|
|||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Time deposits
|
|
$
|
414,443
|
|
|
$
|
407,659
|
|
|
$
|
—
|
|
|
$
|
407,659
|
|
|
$
|
—
|
|
FHLB advances
|
|
399,523
|
|
|
400,085
|
|
|
—
|
|
|
400,085
|
|
|
—
|
|
|||||
Repurchase agreements
|
|
61,094
|
|
|
61,094
|
|
|
—
|
|
|
61,094
|
|
|
—
|
|
|||||
Subordinated debentures
|
|
35,462
|
|
|
34,897
|
|
|
—
|
|
|
34,897
|
|
|
—
|
|
|||||
Interest rate contracts
|
|
7,033
|
|
|
7,033
|
|
|
—
|
|
|
7,033
|
|
|
—
|
|
15.
|
Earnings Per Common Share
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands except per share amounts)
|
||||||
Basic EPS:
|
|
|
|
|
||||
Net income
|
|
$
|
45,871
|
|
|
$
|
39,970
|
|
Less: Earnings allocated to participating securities:
|
|
|
|
|
||||
Nonvested restricted shares
|
|
456
|
|
|
437
|
|
||
Earnings allocated to common shareholders
|
|
$
|
45,415
|
|
|
$
|
39,533
|
|
Weighted average common shares outstanding
|
|
72,521
|
|
|
72,300
|
|
||
Basic earnings per common share
|
|
$
|
0.63
|
|
|
$
|
0.55
|
|
Diluted EPS:
|
|
|
|
|
||||
Earnings allocated to common shareholders
|
|
$
|
45,415
|
|
|
$
|
39,533
|
|
Weighted average common shares outstanding
|
|
72,521
|
|
|
72,300
|
|
||
Dilutive effect of equity awards
|
|
3
|
|
|
5
|
|
||
Weighted average diluted common shares outstanding
|
|
72,524
|
|
|
72,305
|
|
||
Diluted earnings per common share
|
|
$
|
0.63
|
|
|
$
|
0.55
|
|
Potentially dilutive share options that were not included in the computation of diluted EPS because to do so would be anti-dilutive
|
|
—
|
|
|
12
|
|
16.
|
Revenue from Contracts with Customers
|
a.
|
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.
|
b.
|
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.
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Noninterest income:
|
|
|
|
|
||||
Revenue from contracts with customers:
|
|
|
|
|
||||
Deposit account and treasury management fees
|
|
$
|
8,980
|
|
|
$
|
8,740
|
|
Card revenue
|
|
3,662
|
|
|
5,813
|
|
||
Financial services and trust revenue
|
|
2,957
|
|
|
2,730
|
|
||
Total revenue from contracts with customers
|
|
15,599
|
|
|
17,283
|
|
||
Other sources of noninterest income
|
|
6,097
|
|
|
5,860
|
|
||
Total noninterest income
|
|
$
|
21,696
|
|
|
$
|
23,143
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
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;
|
•
|
the effect of changes to LIBOR;
|
•
|
projected business increases following strategic expansion could be lower than expected;
|
•
|
changes in the scope and cost of 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;
|
•
|
failure to maintain effective internal controls over financial reporting or disclosure controls and procedures;
|
•
|
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.
|
|
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||||||||
|
|
Average
Balances |
|
Interest
Earned / Paid |
|
Average
Rate (3) |
|
Average
Balances |
|
Interest
Earned / Paid |
|
Average
Rate (3) |
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans, net (1)(2)
|
|
$
|
8,406,664
|
|
|
$
|
109,715
|
|
|
5.29
|
%
|
|
$
|
8,348,740
|
|
|
$
|
104,091
|
|
|
5.06
|
%
|
Taxable securities
|
|
2,637,436
|
|
|
17,415
|
|
|
2.68
|
%
|
|
2,158,039
|
|
|
12,708
|
|
|
2.39
|
%
|
||||
Tax exempt securities (2)
|
|
502,765
|
|
|
3,758
|
|
|
3.03
|
%
|
|
524,211
|
|
|
3,878
|
|
|
3.00
|
%
|
||||
Interest-earning deposits with banks
|
|
14,762
|
|
|
88
|
|
|
2.42
|
%
|
|
91,763
|
|
|
345
|
|
|
1.52
|
%
|
||||
Total interest-earning assets
|
|
11,561,627
|
|
|
130,976
|
|
|
4.59
|
%
|
|
11,122,753
|
|
|
121,022
|
|
|
4.41
|
%
|
||||
Other earning assets
|
|
232,077
|
|
|
|
|
|
|
218,126
|
|
|
|
|
|
||||||||
Noninterest-earning assets
|
|
1,254,337
|
|
|
|
|
|
|
1,262,265
|
|
|
|
|
|
||||||||
Total assets
|
|
$
|
13,048,041
|
|
|
|
|
|
|
$
|
12,603,144
|
|
|
|
|
|
||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||||||||||||||||
Certificates of deposit
|
|
$
|
406,539
|
|
|
$
|
576
|
|
|
0.57
|
%
|
|
$
|
479,729
|
|
|
$
|
526
|
|
|
0.44
|
%
|
Savings accounts
|
|
897,335
|
|
|
44
|
|
|
0.02
|
%
|
|
878,170
|
|
|
41
|
|
|
0.02
|
%
|
||||
Interest-bearing demand
|
|
1,258,054
|
|
|
953
|
|
|
0.31
|
%
|
|
1,252,823
|
|
|
535
|
|
|
0.17
|
%
|
||||
Money market accounts
|
|
2,664,468
|
|
|
2,925
|
|
|
0.45
|
%
|
|
2,795,008
|
|
|
1,407
|
|
|
0.20
|
%
|
||||
Total interest-bearing deposits
|
|
5,226,396
|
|
|
4,498
|
|
|
0.35
|
%
|
|
5,405,730
|
|
|
2,509
|
|
|
0.19
|
%
|
||||
FHLB advances
|
|
499,428
|
|
|
2,685
|
|
|
2.18
|
%
|
|
125,660
|
|
|
570
|
|
|
1.84
|
%
|
||||
Subordinated debentures
|
|
35,438
|
|
|
468
|
|
|
5.36
|
%
|
|
35,623
|
|
|
468
|
|
|
5.33
|
%
|
||||
Other borrowings and interest-bearing liabilities
|
|
41,703
|
|
|
215
|
|
|
2.09
|
%
|
|
60,840
|
|
|
116
|
|
|
0.77
|
%
|
||||
Total interest-bearing liabilities
|
|
5,802,965
|
|
|
7,866
|
|
|
0.55
|
%
|
|
5,627,853
|
|
|
3,663
|
|
|
0.26
|
%
|
||||
Noninterest-bearing deposits
|
|
5,044,620
|
|
|
|
|
|
|
4,928,750
|
|
|
|
|
|
||||||||
Other noninterest-bearing liabilities
|
|
155,624
|
|
|
|
|
|
|
97,266
|
|
|
|
|
|
||||||||
Shareholders’ equity
|
|
2,044,832
|
|
|
|
|
|
|
1,949,275
|
|
|
|
|
|
||||||||
Total liabilities & shareholders’ equity
|
|
$
|
13,048,041
|
|
|
|
|
|
|
$
|
12,603,144
|
|
|
|
|
|
||||||
Net interest income (tax equivalent)
|
|
$
|
123,110
|
|
|
|
|
|
|
$
|
117,359
|
|
|
|
||||||||
Net interest margin (tax equivalent)
|
|
4.32
|
%
|
|
|
|
|
|
4.28
|
%
|
(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 $2.2 million for the three months ended March 31, 2019 and 2018. The incremental accretion income on acquired loans was $2.0 million and $3.7 million for the three months ended March 31, 2019 and 2018, respectively.
|
(2)
|
Tax-exempt income is calculated on a tax equivalent basis. The tax equivalent yield adjustment to interest earned on loans was $1.3 million and $1.1 million for the three months ended March 31, 2019 and 2018, respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $789 thousand and $814 thousand for the three month periods ended March 31, 2019 and 2018, respectively.
|
(3)
|
Beginning January 2019, average rates were calculated using the actual number of days on an Actual/Actual basis. This change was done to provide more meaningful trend information, on a quarterly basis, for our NIM regardless of the number of days in the quarter. Prior periods, which were previously reported on a 30/360 basis, have been restated to conform to the current basis.
|
|
|
Three Months Ended March 31, 2019
Compared to 2018 Increase (Decrease) Due to |
||||||||||
|
|
Volume
|
|
Rate
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
Interest Income
|
|
|
|
|
|
|
||||||
Loans, net
|
|
$
|
727
|
|
|
$
|
4,897
|
|
|
$
|
5,624
|
|
Taxable securities
|
|
3,045
|
|
|
1,662
|
|
|
4,707
|
|
|||
Tax exempt securities
|
|
(160
|
)
|
|
40
|
|
|
(120
|
)
|
|||
Interest earning deposits with banks
|
|
(392
|
)
|
|
135
|
|
|
(257
|
)
|
|||
Interest income
|
|
$
|
3,220
|
|
|
$
|
6,734
|
|
|
$
|
9,954
|
|
Interest Expense
|
|
|
|
|
|
|
||||||
Deposits:
|
|
|
|
|
|
|
||||||
Certificates of deposit
|
|
$
|
(88
|
)
|
|
$
|
138
|
|
|
$
|
50
|
|
Savings accounts
|
|
1
|
|
|
2
|
|
|
3
|
|
|||
Interest-bearing demand
|
|
2
|
|
|
416
|
|
|
418
|
|
|||
Money market accounts
|
|
(69
|
)
|
|
1,587
|
|
|
1,518
|
|
|||
Total interest on deposits
|
|
(154
|
)
|
|
2,143
|
|
|
1,989
|
|
|||
FHLB advances
|
|
1,991
|
|
|
124
|
|
|
2,115
|
|
|||
Other borrowings and interest-bearing liabilities
|
|
(22
|
)
|
|
121
|
|
|
99
|
|
|||
Interest expense
|
|
$
|
1,815
|
|
|
$
|
2,388
|
|
|
$
|
4,203
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Incremental accretion income due to:
|
|
|
|
|
||||
FDIC PCI loans
|
|
$
|
288
|
|
|
$
|
329
|
|
Other acquired loans
|
|
1,747
|
|
|
3,370
|
|
||
Incremental accretion income
|
|
$
|
2,035
|
|
|
$
|
3,699
|
|
|
|
|
|
|
||||
Net interest margin (tax equivalent) (1)
|
|
4.32
|
%
|
|
4.28
|
%
|
||
Operating net interest margin (1)(2)
|
|
4.33
|
%
|
|
4.24
|
%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Deposit account and treasury management fees
|
|
$
|
8,980
|
|
|
$
|
8,740
|
|
|
$
|
240
|
|
|
3
|
%
|
Card revenue
|
|
3,662
|
|
|
5,813
|
|
|
(2,151
|
)
|
|
(37
|
)%
|
|||
Financial services and trust revenue
|
|
2,957
|
|
|
2,730
|
|
|
227
|
|
|
8
|
%
|
|||
Loan revenue
|
|
2,389
|
|
|
3,186
|
|
|
(797
|
)
|
|
(25
|
)%
|
|||
Bank owned life insurance
|
|
1,519
|
|
|
1,426
|
|
|
93
|
|
|
7
|
%
|
|||
Investment securities gains, net
|
|
1,847
|
|
|
22
|
|
|
1,825
|
|
|
100
|
%
|
|||
Other
|
|
342
|
|
|
1,226
|
|
|
(884
|
)
|
|
(72
|
)%
|
|||
Total noninterest income
|
|
$
|
21,696
|
|
|
$
|
23,143
|
|
|
$
|
(1,447
|
)
|
|
(6
|
)%
|
|
|
Three Months Ended March 31,
|
|||||||||||||
|
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
|
|
(dollars in thousands)
|
|||||||||||||
Compensation and employee benefits
|
|
$
|
52,085
|
|
|
$
|
50,570
|
|
|
$
|
1,515
|
|
|
3
|
%
|
Occupancy
|
|
8,809
|
|
|
10,121
|
|
|
(1,312
|
)
|
|
(13
|
)%
|
|||
Data processing
|
|
4,669
|
|
|
5,270
|
|
|
(601
|
)
|
|
(11
|
)%
|
|||
Legal and professional services
|
|
4,573
|
|
|
3,237
|
|
|
1,336
|
|
|
41
|
%
|
|||
Amortization of intangibles
|
|
2,748
|
|
|
3,188
|
|
|
(440
|
)
|
|
(14
|
)%
|
|||
B&O taxes (1)
|
|
1,876
|
|
|
1,317
|
|
|
559
|
|
|
42
|
%
|
|||
Advertising and promotion
|
|
974
|
|
|
1,429
|
|
|
(455
|
)
|
|
(32
|
)%
|
|||
Regulatory premiums
|
|
984
|
|
|
937
|
|
|
47
|
|
|
5
|
%
|
|||
Net cost of operation of OREO
|
|
113
|
|
|
1
|
|
|
112
|
|
|
100
|
%
|
|||
Other (1)
|
|
7,869
|
|
|
9,917
|
|
|
(2,048
|
)
|
|
(21
|
)%
|
|||
Total noninterest expense
|
|
$
|
84,700
|
|
|
$
|
85,987
|
|
|
$
|
(1,287
|
)
|
|
(1
|
)%
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Acquisition-related expenses:
|
|
|
|
|
||||
Compensation and employee benefits
|
|
$
|
—
|
|
|
$
|
1,556
|
|
Occupancy
|
|
—
|
|
|
1,004
|
|
||
Data processing
|
|
—
|
|
|
287
|
|
||
Legal and professional fees
|
|
—
|
|
|
574
|
|
||
Advertising and promotion
|
|
—
|
|
|
512
|
|
||
Other
|
|
—
|
|
|
332
|
|
||
Total impact of acquisition-related expense to noninterest expense (1)
|
|
$
|
—
|
|
|
$
|
4,265
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
Debt securities available for sale:
|
|
|
|
|
||||
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations
|
|
$
|
2,155,614
|
|
|
$
|
2,188,290
|
|
State and municipal securities
|
|
536,490
|
|
|
574,323
|
|
||
U.S. government agency and government-sponsored enterprise securities
|
|
334,917
|
|
|
404,587
|
|
||
U.S. government securities
|
|
249
|
|
|
248
|
|
||
Total debt securities available for sale
|
|
$
|
3,027,270
|
|
|
$
|
3,167,448
|
|
|
|
March 31, 2019
|
|
% of Total
|
|
December 31, 2018
|
|
% of Total
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
Commercial business
|
|
$
|
3,509,472
|
|
|
41.2
|
%
|
|
$
|
3,438,422
|
|
|
41.0
|
%
|
Real estate:
|
|
|
|
|
|
|
|
|
||||||
One-to-four family residential
|
|
282,673
|
|
|
3.3
|
%
|
|
238,367
|
|
|
2.8
|
%
|
||
Commercial and multifamily residential
|
|
3,917,833
|
|
|
46.1
|
%
|
|
3,846,027
|
|
|
45.8
|
%
|
||
Total real estate
|
|
4,200,506
|
|
|
49.4
|
%
|
|
4,084,394
|
|
|
48.6
|
%
|
||
Real estate construction:
|
|
|
|
|
|
|
|
|
||||||
One-to-four family residential
|
|
207,900
|
|
|
2.4
|
%
|
|
217,790
|
|
|
2.6
|
%
|
||
Commercial and multifamily residential
|
|
240,458
|
|
|
2.8
|
%
|
|
284,394
|
|
|
3.4
|
%
|
||
Total real estate construction
|
|
448,358
|
|
|
5.2
|
%
|
|
502,184
|
|
|
6.0
|
%
|
||
Consumer
|
|
312,886
|
|
|
3.7
|
%
|
|
318,945
|
|
|
3.8
|
%
|
||
PCI
|
|
88,257
|
|
|
1.0
|
%
|
|
89,760
|
|
|
1.1
|
%
|
||
Subtotal
|
|
8,559,479
|
|
|
100.5
|
%
|
|
8,433,705
|
|
|
100.5
|
%
|
||
Less: Net unearned income
|
|
(38,681
|
)
|
|
(0.5
|
)%
|
|
(42,194
|
)
|
|
(0.5
|
)%
|
||
Loans, net of unearned income (before ALLL)
|
|
$
|
8,520,798
|
|
|
100.0
|
%
|
|
$
|
8,391,511
|
|
|
100.0
|
%
|
Loans held for sale
|
|
$
|
4,017
|
|
|
|
|
$
|
3,849
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Acquisition:
|
|
(in thousands)
|
||||||
Pacific Continental
|
|
$
|
17,327
|
|
|
$
|
18,526
|
|
Intermountain
|
|
2,188
|
|
|
2,303
|
|
||
West Coast
|
|
4,145
|
|
|
4,578
|
|
||
Other
|
|
(959
|
)
|
|
725
|
|
||
Total net discount at period end
|
|
$
|
22,701
|
|
|
$
|
26,132
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(dollars in thousands)
|
||||||
Nonperforming assets
|
|
|
|
|
||||
Nonaccrual loans:
|
|
|
|
|
||||
Commercial business
|
|
$
|
35,577
|
|
|
$
|
35,513
|
|
Real estate:
|
|
|
|
|
||||
One-to-four family residential
|
|
923
|
|
|
1,158
|
|
||
Commercial and multifamily residential
|
|
13,301
|
|
|
14,904
|
|
||
Total real estate
|
|
14,224
|
|
|
16,062
|
|
||
Real estate construction:
|
|
|
|
|
||||
One-to-four family residential
|
|
—
|
|
|
318
|
|
||
Consumer
|
|
2,814
|
|
|
2,949
|
|
||
Total nonaccrual loans
|
|
52,615
|
|
|
54,842
|
|
||
OREO and OPPO
|
|
6,075
|
|
|
6,049
|
|
||
Total nonperforming assets
|
|
$
|
58,690
|
|
|
$
|
60,891
|
|
|
|
|
|
|
||||
Loans, net of unearned income
|
|
$
|
8,520,798
|
|
|
$
|
8,391,511
|
|
Total assets
|
|
$
|
13,064,436
|
|
|
$
|
13,095,145
|
|
|
|
|
|
|
||||
Nonperforming loans to period end loans
|
|
0.62
|
%
|
|
0.65
|
%
|
||
Nonperforming assets to period end assets
|
|
0.45
|
%
|
|
0.46
|
%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(dollars in thousands)
|
||||||
Beginning balance, loans excluding PCI loans
|
|
$
|
79,758
|
|
|
$
|
68,739
|
|
Beginning balance, PCI loans
|
|
3,611
|
|
|
6,907
|
|
||
Beginning balance
|
|
83,369
|
|
|
75,646
|
|
||
Charge-offs:
|
|
|
|
|
||||
Commercial business
|
|
(1,249
|
)
|
|
(2,477
|
)
|
||
One-to-four family residential
|
|
(2
|
)
|
|
—
|
|
||
Commercial and multifamily residential
|
|
—
|
|
|
(223
|
)
|
||
One-to-four family residential construction
|
|
(170
|
)
|
|
—
|
|
||
Consumer
|
|
(478
|
)
|
|
(264
|
)
|
||
PCI loans
|
|
(1,089
|
)
|
|
(1,343
|
)
|
||
Total charge-offs
|
|
(2,988
|
)
|
|
(4,307
|
)
|
||
Recoveries:
|
|
|
|
|
||||
Commercial business
|
|
480
|
|
|
802
|
|
||
One-to-four family residential
|
|
17
|
|
|
172
|
|
||
Commercial and multifamily residential
|
|
31
|
|
|
159
|
|
||
One-to-four family residential construction
|
|
60
|
|
|
19
|
|
||
Consumer
|
|
238
|
|
|
260
|
|
||
PCI loans
|
|
705
|
|
|
1,224
|
|
||
Total recoveries
|
|
1,531
|
|
|
2,636
|
|
||
Net charge-offs
|
|
(1,457
|
)
|
|
(1,671
|
)
|
||
Provision for loan and lease losses, loans excluding PCI loans
|
|
1,344
|
|
|
6,975
|
|
||
Provision (recapture) for loan and lease losses, PCI loans
|
|
18
|
|
|
(1,123
|
)
|
||
Provision for loan and lease losses
|
|
1,362
|
|
|
5,852
|
|
||
Ending balance, loans excluding PCI loans
|
|
80,029
|
|
|
74,162
|
|
||
Ending balance, PCI loans
|
|
3,245
|
|
|
5,665
|
|
||
Ending balance
|
|
$
|
83,274
|
|
|
$
|
79,827
|
|
Total loans, net at end of period, excluding loans held of sale
|
|
$
|
8,520,798
|
|
|
$
|
8,339,631
|
|
ALLL to period-end loans
|
|
0.98
|
%
|
|
0.96
|
%
|
||
ALLL for unfunded commitments and letters of credit
|
|
|
||||||
Beginning balance
|
|
$
|
4,330
|
|
|
$
|
3,130
|
|
Net changes in the ALLL for unfunded commitments and letters of credit
|
|
(550
|
)
|
|
1,200
|
|
||
Ending balance
|
|
$
|
3,780
|
|
|
$
|
4,330
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||||
|
|
Balance
|
|
% of
Total |
|
Balance
|
|
% of
Total |
||||||
|
|
(dollars in thousands)
|
||||||||||||
Core deposits:
|
|
|
|
|
|
|
|
|
||||||
Demand and other noninterest-bearing
|
|
$
|
5,106,568
|
|
|
49.2
|
%
|
|
$
|
5,227,216
|
|
|
50.0
|
%
|
Interest-bearing demand
|
|
1,270,047
|
|
|
12.2
|
%
|
|
1,244,254
|
|
|
11.9
|
%
|
||
Money market
|
|
2,389,024
|
|
|
23.0
|
%
|
|
2,367,964
|
|
|
22.6
|
%
|
||
Savings
|
|
897,329
|
|
|
8.7
|
%
|
|
890,557
|
|
|
8.5
|
%
|
||
Certificates of deposit, less than $250,000
|
|
236,014
|
|
|
2.3
|
%
|
|
243,849
|
|
|
2.3
|
%
|
||
Total core deposits
|
|
9,898,982
|
|
|
95.4
|
%
|
|
9,973,840
|
|
|
95.3
|
%
|
||
Certificates of deposit, $250,000 or more
|
|
101,965
|
|
|
1.0
|
%
|
|
89,473
|
|
|
0.9
|
%
|
||
Certificates of deposit insured by CDARS®
|
|
22,890
|
|
|
0.2
|
%
|
|
23,580
|
|
|
0.2
|
%
|
||
Brokered certificates of deposit
|
|
51,375
|
|
|
0.5
|
%
|
|
57,930
|
|
|
0.6
|
%
|
||
Reciprocal money market accounts
|
|
294,096
|
|
|
2.9
|
%
|
|
313,692
|
|
|
3.0
|
%
|
||
Subtotal
|
|
10,369,308
|
|
|
100.0
|
%
|
|
10,458,515
|
|
|
100.0
|
%
|
||
Valuation adjustment resulting from acquisition accounting
|
|
(299
|
)
|
|
|
|
(389
|
)
|
|
|
||||
Total deposits
|
|
$
|
10,369,009
|
|
|
|
|
$
|
10,458,126
|
|
|
|
|
|
Company
|
|
Columbia Bank
|
||||||||
|
|
March 31, 2019
|
|
December 31, 2018
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
CET1 risk-based capital ratio
|
|
12.7759
|
%
|
|
12.7401
|
%
|
|
12.7042
|
%
|
|
12.9576
|
%
|
Tier 1 risk-based capital ratio
|
|
12.7759
|
%
|
|
12.7401
|
%
|
|
12.7042
|
%
|
|
12.9576
|
%
|
Total risk-based capital ratio
|
|
14.0053
|
%
|
|
13.9920
|
%
|
|
13.5787
|
%
|
|
13.8494
|
%
|
Leverage ratio
|
|
10.3718
|
%
|
|
10.2444
|
%
|
|
10.3058
|
%
|
|
10.4185
|
%
|
Capital conservation buffer
|
|
6.0053
|
%
|
|
5.9920
|
%
|
|
5.5787
|
%
|
|
5.8494
|
%
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Operating net interest margin non-GAAP reconciliation:
|
|
(dollars in thousands)
|
||||||
Net interest income (tax equivalent) (1)
|
|
$
|
123,110
|
|
|
$
|
117,359
|
|
Adjustments to arrive at operating net interest income (tax equivalent):
|
|
|
|
|
||||
Incremental accretion income on FDIC PCI loans
|
|
(288
|
)
|
|
(329
|
)
|
||
Incremental accretion income on other acquired loans
|
|
(1,747
|
)
|
|
(3,370
|
)
|
||
Premium amortization on acquired securities
|
|
1,779
|
|
|
2,075
|
|
||
Interest reversals on nonaccrual loans
|
|
626
|
|
|
417
|
|
||
Operating net interest income (tax equivalent) (1)
|
|
$
|
123,480
|
|
|
$
|
116,152
|
|
Average interest earning assets
|
|
$
|
11,561,627
|
|
|
$
|
11,122,753
|
|
Net interest margin (tax equivalent) (1)(2)
|
|
4.32
|
%
|
|
4.28
|
%
|
||
Operating net interest margin (tax equivalent) (1)(2)
|
|
4.33
|
%
|
|
4.24
|
%
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
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 March 31, 2019:
|
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)
|
|||||
1/1/2019 - 1/31/2019
|
|
377
|
|
|
$
|
36.65
|
|
|
—
|
|
|
2,900,000
|
|
2/1/2019 - 2/28/2019
|
|
156
|
|
|
36.32
|
|
|
—
|
|
|
2,900,000
|
|
|
3/1/2019 - 3/31/2019
|
|
63,803
|
|
|
37.81
|
|
|
—
|
|
|
2,900,000
|
|
|
|
|
64,336
|
|
|
$
|
37.80
|
|
|
—
|
|
|
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
OTHER INFORMATION
|
Item 6.
|
EXHIBITS
|
10.1+ **
|
|
|
|
|
|
10.2+ **
|
|
|
|
|
|
10.3+ **
|
|
|
|
|
|
10.4+ **
|
|
|
|
|
|
31.1+
|
|
|
|
|
|
31.2+
|
|
|
|
|
|
32+
|
|
|
|
|
|
101.INS+
|
|
XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
101.SCH+
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL+
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.LAB+
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE+
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
101.DEF+
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
|
|
|
|
|
|
COLUMBIA BANKING SYSTEM, INC.
|
||
|
|
|
|
|
|
Date:
|
May 3, 2019
|
|
By
|
|
/s/ HADLEY S. ROBBINS
|
|
|
|
|
|
Hadley S. Robbins
|
|
|
|
|
|
President and
Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
Date:
|
May 3, 2019
|
|
By
|
|
/s/ GREGORY A. SIGRIST
|
|
|
|
|
|
Gregory A. Sigrist
|
|
|
|
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
|
|
Date:
|
May 3, 2019
|
|
By
|
|
/s/ BROCK M. LAKELY
|
|
|
|
|
|
Brock M. Lakely
|
|
|
|
|
|
Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
Company:
|
Columbia Bank
1301 ‘A’ Street, Ste. 900 Tacoma, WA 98402-4200 Attn: (Corporate Secretary) |
Employee:
|
Clint Stein
|
DATE OF SEPARATION FROM SERVICE
|
APPLICABLE PERCENTAGE
|
March 11, 2018 through March 10, 2021
|
0%
|
March 11, 2021
|
15%
|
March 11, 2022
|
20%
|
March 11, 2023
|
25%
|
March 11, 2024
|
30%
|
March 11, 2025
|
35%
|
March 11, 2026
|
40%
|
March 11, 2027
|
45%
|
March 11, 2028
|
50%
|
March 11, 2029
|
55%
|
March 11, 2030
|
60%
|
March 11, 2031
|
65%
|
March 11, 2032
|
70%
|
March 11, 2033
|
75%
|
March 11, 2034
|
80%
|
March 11, 2035
|
85%
|
March 11, 2036
|
90%
|
March 11, 2037
|
95%
|
March 11, 2038
|
100%
|
(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.
|
C.
|
Change in the Ownership of a Substantial Portion of a Corporation’s Assets. A change in the ownership of a substantial portion of a corporation’s assets shall be deemed to occur on the date that any one person or group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions. No Change in Control shall result if the assets are transferred to certain entities controlled directly or indirectly by the shareholders of the transferring corporation.
|
A.
|
The 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.
|
The 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 Employee’s employer.
|
A.
|
Willful misfeasance or gross negligence;
|
B.
|
Conduct demonstrably and significantly harmful to Employer or a financial institution subsidiary; or
|
C.
|
Conviction of a felony.
|
A.
|
A material diminution in the Executive’s total compensation;
|
B.
|
A material diminution in the 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
|
(i)
|
When payments under this Agreement are defined as annual lifetime benefits that are paid monthly, then each of the first one hundred eighty (180) monthly payments shall be reduced by Four Thousand Nine Hundred Sixty-Six Dollars and Sixty-Seven Cents ($4,966.67). This shall be the case even when such reduction results in no benefit being paid under this Agreement until on or after One Hundred Eighty (180) payments would otherwise have been made.
|
(ii)
|
When payments under this Article V are payable as a lump sum, then the lump sum calculated and owing under this Agreement shall be reduced by an amount equal to the following: The NPV as of the date of Separation From Service or Disability of an annual benefit of Fifty-Nine Thousand, Six Hundred Dollars ($59,600), payable for a period of Fifteen (15) years, assuming payments commence on the Separation From Service or Disability date. This shall be the case even when such reduction results in no benefit being paid under this Agreement.
|
A.
|
Amount of Benefit. In the event Executive Separates From Service on or after attaining the Normal Retirement Age (and for reasons other than a Termination for Cause, because of a Disability, or pursuant to the provisions of Paragraph 5.4 dealing with a Change in Control), then the Executive Benefit shall be an annual amount calculated as follows: the Applicable Percentage (as of the Separation From Service date) multiplied by the Target Benefit Amount. In addition to the forgoing, the annual Executive Benefit shall be increased at the rate of two percent (2%) each year, beginning on the first anniversary of the first Executive Benefit payment and annually thereafter for so long as Executive is entitled to receive payments.
|
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 the death of the Executive. Pursuant to
|
A.
|
Amount of Benefit.
|
(1)
|
Involuntary Termination or Voluntary Termination With Ten (10) Years of Service. In the event of an Involuntary Termination or a Voluntary Termination after completing ten (10) Years of Service, either of which occur on or after attaining the Early Retirement Age but before attaining the Normal Retirement Age (and other than following a Change in Control), then Executive shall be entitled to receive an annual amount calculated as follows: the Applicable Percentage (as of the Separation From Service date) multiplied by the Target Benefit Amount; however, this amount shall be reduced by the Early Commencement Reduction Factor. In addition, the annual Executive Benefit amount shall be increased at the rate of two percent (2%) each year, beginning on the first anniversary of the first Executive Benefit payment and annually thereafter for so long as Executive is entitled to receive payments.
|
(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.
|
A.
|
Benefit Amount.
|
(1)
|
Involuntary Termination or Voluntary Termination After Achieving an Applicable Percentage of One Hundred Percent (100%). If, prior to attaining the Early Retirement Age, Executive is Involuntarily Terminated or Voluntarily Terminates after achieving an Applicable Percentage of one hundred percent (100%), then they shall be entitled to receive an Executive Benefit equal to the Actuarial Equivalent of the following: a lifetime benefit with an annual amount equal to the Applicable Percentage (as of the Separation From Service date) multiplied by the Target Benefit Amount, assuming a payment commencement date of the first day of the first month immediately following Executive’s attainment of the Normal Retirement Age, and assuming a two percent (2%) per year increase in the Executive Benefit amount.
|
(2)
|
Voluntary Termination Prior to Achieving an Applicable Percentage of One Hundred Percent. If Executive Voluntarily Terminates employment with the Bank prior to attaining the Early Retirement Age and prior to achieving an Applicable Percentage of one hundred percent (100%), then they shall forfeit any and all rights and benefits they may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Executive by the Bank pursuant to the terms of this Agreement.
|
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.
|
A.
|
Benefit Amount.
|
(1)
|
Involuntary Termination or Termination for Good Reason. If Executive is Involuntarily Terminated or Terminates for Good Reason following a Change in Control and prior to attaining the Normal Retirement Age, then they shall be entitled to receive an
|
(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:
|
(i)
|
If, at the time of such Voluntary Separation From Service, Executive has (a) attained the Early Retirement Age and completed ten (10) Years of Service, or (b) attained at least the Normal Retirement Age, or (c) achieved an Applicable Percentage of one hundred percent (100%), then they shall receive an annual amount calculated as follows: the Applicable Percentage (as of the Separation From Service date) multiplied by the Target Benefit Amount. As stated in Paragraph 5.4B, whether paid as an annuity or lump sum, this Executive Benefit shall reflect a two percent (2%) annual benefit increase, and when paid as an annuity prior to Normal Retirement Age, shall be subject to the Early Commencement Reduction Factor. Furthermore, Executive shall be subject to the provisions of Article VI 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.
|
|
subparagraph 5.4B(1), a Separation From Service which occurs after the expiration of the two (2) year window following a Change in Control shall be paid as specified below in sub-paragraph 5.4B(2). Subject to the forgoing, Executive Benefit payments pursuant to this Paragraph 5.4 shall be as follows:
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(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, assuming a lifetime benefit with a payment commencement date of the first day of the first month following Executive’s attainment of the Normal Retirement Age and assuming a two percent (2%) annual increase in Executive Benefit amounts. This Actuarial Equivalent amount shall be paid in one (1) lump sum on the first day of the first month following Separation From Service.
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(2)
|
If Executive’s Separation From Service occurs after the expiration of the two (2) year window following a Change in Control, or if Executive did not elect the payment option specified above under Paragraph 5.4B(1), then the Executive Benefit payable pursuant to the terms of this Paragraph 5.4 shall be paid as follows and depending upon Executive’s age at the time of Separation From Service:
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(i)
|
If Executive has attained at least the Early Retirement Age at the time of Separation From Service, then annual Executive Benefit payments 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. The forgoing Executive Benefit shall be subject to the Early Commencement Reduction Factor and the annual Executive Benefit amount shall be increased at the rate of two percent (2%) each year beginning on the first anniversary of the first Executive Benefit payment and annually thereafter for so long as Executive is entitled to receive an Executive Benefit. Pursuant to Paragraph 4.2, Executive shall have the ability to timely select an alternate form of annuity payment.
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(ii)
|
If Executive has not yet attained the Early Retirement Age as of the date of Separation From Service, then the Executive Benefit defined above in Paragraph 5.4A shall be paid out in one (1) lump sum as an Actuarial Equivalent value, assuming a lifetime benefit with a payment commencement
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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:
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(1)
|
If Executive becomes Disabled prior to attaining the Normal Retirement Age, then they shall be paid a lump sum amount equal to the Actuarial Equivalent value of the following: a lifetime benefit with annual payments equal to the Applicable Percentage that Executive would have achieved had they remained employed until the Normal Retirement Age, multiplied by the Target Benefit Amount, assuming a payment commencement date of the Normal Retirement Age and factoring in a two percent (2%) annual increase in Executive Benefit amounts. In addition, for the purposes of this provision, the Target Benefit Amount shall be determined based on the following assumptions: it shall be assumed that for each year following Executive becoming Disabled, Executive’s Base Salary would increase at a rate of three percent (3%) each year on the anniversary of Executive’s date of hire until such time as Executive attains the Normal Retirement Age.
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(2)
|
If Executive becomes Disabled after attaining the Normal Retirement Age, then the Executive shall be entitled to be paid a lump sum amount equal to the Actuarial Equivalent value of the following: a lifetime benefit with annual payments equal to the Applicable Percentage (as of the date of Separation from Service) multiplied by the Target Benefit Amount, assuming a payment commencement date of the date of Disability and factoring in a two percent (2%) annual increase in Executive Benefit amounts.
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B.
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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.
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A.
|
Benefit Amount and Payment.
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(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.
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(2)
|
Death after Separation From Service and after becoming entitled to receive payment but prior to receiving any or all such payments. In the event Executive dies after Separating From Service and after becoming entitled to the benefits specified under this Agreement, then, for any Executive Benefit payment which has an original form specified herein as a lifetime annuity (i.e., Paragraph 5.1, 5.2, 5.4B(2)(i)), payments shall only be made following Executive’s death if Executive has elected an actuarially equivalent period certain or a joint and survivor payment option. If, in the alternative, Executive dies after becoming entitled to a lump sum benefit but prior to receiving such amount (i.e. Paragraph 5.3, 5.4B(1), 5.4B(2)(ii) or 5.5) then payment shall be made as scheduled to Executive’s designated Beneficiary(ies).
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A.
|
Solicit, or attempt to solicit, induce, invite, encourage, recommend, request, or participate in recruiting any client or customer of Employer to terminate or change the client or customer’s relationship with Employer, including without limitation, transferring the client or customer’s business to a Conflicting Organization; or
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B.
|
Solicit or attempt to solicit, induce, invite, encourage, recommend, request, or participate in recruiting any employee, current or future, of Employer, to leave employment with Employer in order to participate, as an employee or otherwise, in any manner in Competitive Activity for a Conflicting Organization, or to hire or cause to be hired or assist in the hiring of Employer’s current or future employees by a Conflicting Organization, or provide information to any third party to suggest, encourage, aid or facilitate such solicitation, inducement, recruitment or hiring.
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B.
|
Claim Decision. Upon receipt of such claim, the Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days for
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(i)
|
The specific reasons for the denial;
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(ii)
|
The specific reference to pertinent provisions of the Agreement on which the denial is based;
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(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;
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(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
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(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.
|
D.
|
Decision on Review. The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the claimant prior to the termination of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of the initial period. The notice of extension must set forth the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.
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(iv)
|
A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).
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E.
|
Special Timing Rules for Disability Claims. In the event a claim above is a claim for disability benefits, then the applicable time periods for notifying claimants regarding benefits determinations shall be reduced as required by 29 CFR 2560.503-1 (I.e., (a) the ninety (90) day response time with the possibility of a ninety (90) day extension in Section 8.2B shall be shortened to a forty-five (45) day response time with the possibility of a thirty (30) day extension, and (b) the sixty (60) day response time with the possibility of a sixty (60) day extension in shall be shortened to a forty-five (45) day response time with the possibility of a forty-five (45) day extension). In addition, in the event of a disability claim, the Bank shall identify any medical or vocational expert whose advice was obtained by the Plan in connection with the initial benefit determination, without regard to whether the advice was relied upon. If the review is from an adverse benefit determination that was based in whole or in part on a medical judgment, the Bank shall consult with a health care professional that has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is under review nor the subordinate of such individual. Any review of the denial of a claim made on account of disability shall be conducted by a person or persons who neither had any part in the initial benefit determination nor are subordinates of the persons who did.
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_________
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A single life annuity with a ____________ year (not less than 10 years) period certain.
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_________
|
A joint and survivor annuity with an actuarial equivalent of the benefit owing pursuant to the Agreement, with payment continued to the surviving spouse (registered domestic partner) in the same amount as the amount paid to me.
|
_________
|
A joint and survivor annuity in equal value to the actuarial equivalent of the benefit owing pursuant to the Agreement, with payment continued to my surviving spouse (registered domestic partner) in one-half of the amount paid to me.
|
_________
|
I hereby elect to have any Executive Benefit due upon my Separation From Service within two (2) years following a Change in Control, paid in one (1) lump sum on the first day of the first month following Separation From Service.
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1.1
|
Accelerated Benefit. The term “Accelerated Benefit” shall mean amounts requested and received pursuant to any Policy(ies) rider permitting the policyowner or Insured access to portions of the eligible death benefit in the event the Insured is diagnosed with a chronic or terminal illness [as required by the individual Policy(ies)].
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1.2
|
Base Salary. The term “Base Salary” shall be defined as in the Columbia State Bank Supplemental Executive Retirement Plan Agreement by and between the parties and with an effective date of February 1, 2019.
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1.3
|
Beneficiary. The term “Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Paragraph 3 below that are entitled to receive benefits under this Plan upon the death of Insured.
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1.4
|
Beneficiary Designation Form. “Beneficiary Designation Form” shall mean the form established from time to time by the Bank and the Administrator, which an Insured completes, signs and returns to designate one or more Beneficiaries.
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1.6
|
Claimant. “Claimant” shall have the meaning assigned to an individual who makes a claim pursuant to the provisions of Paragraph 12 below.
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1.7
|
Code. The term the “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
|
1.8
|
ERISA. The term "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.
|
1.9
|
Executive Benefit. The term “Executive Benefit” shall be defined as in the Columbia State Bank Supplemental Executive Retirement Plan Agreement by and between the parties and with an effective date of February 1, 2019.
|
1.10
|
Net Amount-at-Risk. The term “Net Amount-at-Risk” (hereinafter “NAR”) shall be defined as the total proceeds of the Policy(ies) less the cash value of the Policy(ies).
|
1.11
|
Normal Retirement Age. The term “Normal Retirement Age” shall be defined as in the Columbia State Bank Supplemental Executive Retirement Plan Agreement by and between the parties and with an effective date of February 1, 2019.
|
1.12
|
Plan. The term “Plan” refers to this arrangement, as evidenced by this Agreement, whereby Insured (or Insured’s Beneficiary) is entitled to receive a benefit.
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1.13
|
Separation from Service. The term “Separation from Service” (or “Separates from Service”) shall be read and interpreted consistent with Code Section 409A and any future notices or guidance related thereto. In addition, for the purposes of this Agreement, Insured shall experience a Separation From Service only upon separating as an executive of the Bank and a director on the Board, as applicable.
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1.14
|
SERP Agreement. The term “SERP Agreement” shall refer to the Columbia State Bank Supplemental Executive Retirement Plan Agreement by and between the parties and with an effective date of February 1, 2019.
|
2.
|
POLICY(IES) TITLE AND OWNERSHIP.
|
3.
|
BENEFICIARY DESIGNATION RIGHTS.
|
4.
|
PREMIUM PAYMENT METHOD.
|
5.
|
TAXABLE BENEFIT.
|
A.
|
In the event Insured has not yet Separated From Service at the time of death, then, upon Insured’s death, Insured’s Beneficiary(ies) shall be entitled to receive an amount equal to the lesser of the following:
|
(i)
|
One Hundred percent (100%) NAR; or
|
(ii)
|
Ten (10) times the annual Executive Benefit to be paid under the SERP Agreement as of the later of Insured’s date of death or the attainment of the Normal Retirement Age. For the purposes of calculating amounts owed hereunder, if Insured dies before attaining the Normal Retirement Age, it shall be assumed that their Executive Benefit reflects an annual Base Salary increase of Three Percent (3%) on each anniversary of Insured’s death until such time as they would have attained the Normal Retirement Age.
|
B.
|
Should the Insured Separate From Service for any reason other than death (the circumstances of which are governed by Paragraph 6A), then neither the Insured nor the Insured’s Beneficiary(ies) shall be entitled to receive any amount of the Policy(ies) proceeds pursuant to this Agreement.
|
C.
|
The Bank may select which Policy(ies) shall be used to pay benefits due under this Agreement.
|
D.
|
The Bank and the Insured (or assignees) shall share in any interest due on the death proceeds on a pro rata basis as the proceeds due each respectively bears to the total proceeds, excluding any such interest.
|
E.
|
Any refund of unearned premium as provided in any Policy(ies) shall be paid to the Bank.
|
7.
|
ACCELERATED BENEFIT IN THE EVENT OF TERMINAL OR CHRONIC ILLNESS (AS APPLICABLE) AND DIVISION OF CASH SURRENDER VALUE OF THE POLICY(IES).
|
8.
|
RIGHTS OF PARTIES WHERE POLICY(IES) ENDOWMENT OR ANNUITY ELECTION EXISTS.
|
9.
|
TERMINATION.
|
10.
|
INSURED’S OR ASSIGNEE’S ASSIGNMENT RIGHTS.
|
11.
|
AGREEMENT BINDING UPON THE PARTIES.
|
12.
|
ADMINISTRATIVE AND CLAIMS PROVISIONS.
|
B.
|
Dispute Over Benefits.
|
(i)
|
Written Claim. The claimant may file a written request for such benefit to the Plan Administrator.
|
(ii)
|
Claim Decision. Upon receipt of such claim, the Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Administrator determines that special circumstances require additional time for processing the claim, the Administrator can extend the response period by an additional ninety (90) days for reasonable cause by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.
|
(iii).
|
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 Plan Administrator, a written request for a review of the denial of the claim.
|
(iv).
|
Decision on Review. The Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If the Administrator determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the claimant prior to the termination of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of the initial period. The notice of extension must set forth the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.
|
(v)
|
Special Timing and Rules for Disability Claims. In the event a claim above is a claim for disability benefits, then the applicable time periods for notifying claimants regarding benefit determinations shall be reduced as required by 29 CFR 2560.503-1. Thus, the Administrator shall provide notice to the claimant, within a reasonable period of time, but not later than forty-five (45) days after receipt of the claim. This period may be extended by up to thirty (30) days, provided that the Administrator both determines that such an extension is necessary due to matters beyond the control of the plan and notifies the claimant, prior to the expiration of the initial forty-five (45) day period, of the circumstances requiring the extension of time and the date by
|
14.
|
INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT.
|
17.
|
EFFECT OF THE LIFE INSURANCE POLICY’S CONTESTABILITY CLAUSES.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Columbia Banking System, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ HADLEY S. ROBBINS
|
|
Hadley S. Robbins
President and
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Columbia Banking System, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ GREGORY A. SIGRIST
|
|
Gregory A. Sigrist
Executive Vice President and Chief Financial Officer |
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ HADLEY S. ROBBINS
|
|
Hadley S. Robbins
President and
Chief Executive Officer
Columbia Banking System, Inc.
|
|
|
|
/s/ GREGORY A. SIGRIST
|
|
Gregory A. Sigrist
Executive Vice President and
Chief Financial Officer
Columbia Banking System, Inc.
|