[X]
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
for the quarterly period ended: March 31, 2014
|
|
or
|
[ ]
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
for the transition period from
to
.
|
OREGON
|
93-1261319
|
(State or Other Jurisdiction
|
(I.R.S. Employer Identification Number)
|
of Incorporation or Organization)
|
|
Item 1.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
(in thousands, except shares)
|
|
|
|
||||
|
March 31,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
196,963
|
|
|
$
|
178,685
|
|
Interest bearing deposits
|
887,620
|
|
|
611,224
|
|
||
Temporary investments
|
525
|
|
|
514
|
|
||
Total cash and cash equivalents
|
1,085,108
|
|
|
790,423
|
|
||
Investment securities
|
|
|
|
||||
Trading, at fair value
|
4,498
|
|
|
5,958
|
|
||
Available for sale, at fair value
|
1,701,730
|
|
|
1,790,978
|
|
||
Held to maturity, at amortized cost
|
5,465
|
|
|
5,563
|
|
||
Loans held for sale, at fair value
|
73,106
|
|
|
104,664
|
|
||
Non-covered loans and leases
|
7,411,108
|
|
|
7,354,403
|
|
||
Allowance for non-covered loan and lease losses
|
(86,709
|
)
|
|
(85,314
|
)
|
||
Net non-covered loans and leases
|
7,324,399
|
|
|
7,269,089
|
|
||
Covered loans, net of allowance of $10,320 and $9,771
|
342,263
|
|
|
363,992
|
|
||
Restricted equity securities
|
29,948
|
|
|
30,685
|
|
||
Premises and equipment, net
|
180,199
|
|
|
177,680
|
|
||
Goodwill and other intangible assets, net
|
775,488
|
|
|
776,683
|
|
||
Mortgage servicing rights, at fair value
|
49,220
|
|
|
47,765
|
|
||
Non-covered other real estate owned
|
22,034
|
|
|
21,833
|
|
||
Covered other real estate owned
|
1,746
|
|
|
2,102
|
|
||
FDIC indemnification asset
|
18,362
|
|
|
23,174
|
|
||
Bank owned life insurance
|
97,589
|
|
|
96,938
|
|
||
Deferred tax asset, net
|
11,393
|
|
|
16,627
|
|
||
Other assets
|
116,178
|
|
|
111,958
|
|
||
Total assets
|
$
|
11,838,726
|
|
|
$
|
11,636,112
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Deposits
|
|
|
|
||||
Noninterest bearing
|
$
|
2,465,606
|
|
|
$
|
2,436,477
|
|
Interest bearing
|
6,807,977
|
|
|
6,681,183
|
|
||
Total deposits
|
9,273,583
|
|
|
9,117,660
|
|
||
Securities sold under agreements to repurchase
|
262,483
|
|
|
224,882
|
|
||
Term debt
|
250,964
|
|
|
251,494
|
|
||
Junior subordinated debentures, at fair value
|
87,800
|
|
|
87,274
|
|
||
Junior subordinated debentures, at amortized cost
|
101,818
|
|
|
101,899
|
|
||
Other liabilities
|
127,602
|
|
|
125,477
|
|
||
Total liabilities
|
10,104,250
|
|
|
9,908,686
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 10)
|
|
|
|
||||
SHAREHOLDERS' EQUITY
|
|
|
|
||||
Common stock, no par value, shares authorized: 400,000,000 in 2014 and 200,000,000 in 2013; issued and outstanding: 112,319,525 in 2014 and 111,973,203 in 2013
|
1,514,969
|
|
|
1,514,485
|
|
||
Retained earnings
|
219,686
|
|
|
217,917
|
|
||
Accumulated other comprehensive loss
|
(179
|
)
|
|
(4,976
|
)
|
||
Total shareholders' equity
|
1,734,476
|
|
|
1,727,426
|
|
||
Total liabilities and shareholders' equity
|
$
|
11,838,726
|
|
|
$
|
11,636,112
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
INTEREST INCOME
|
|
|
|
||||
Interest and fees on non-covered loans and leases
|
$
|
91,268
|
|
|
$
|
78,545
|
|
Interest and fees on covered loans and leases
|
12,718
|
|
|
14,580
|
|
||
Interest and dividends on investment securities:
|
|
|
|
||||
Taxable
|
9,291
|
|
|
8,644
|
|
||
Exempt from federal income tax
|
2,112
|
|
|
2,288
|
|
||
Dividends
|
50
|
|
|
24
|
|
||
Interest on temporary investments and interest bearing deposits
|
441
|
|
|
252
|
|
||
Total interest income
|
115,880
|
|
|
104,333
|
|
||
INTEREST EXPENSE
|
|
|
|
||||
Interest on deposits
|
3,848
|
|
|
5,878
|
|
||
Interest on securities sold under agreement to repurchase and federal funds purchased
|
41
|
|
|
31
|
|
||
Interest on term debt
|
2,273
|
|
|
2,273
|
|
||
Interest on junior subordinated debentures
|
1,880
|
|
|
1,962
|
|
||
Total interest expense
|
8,042
|
|
|
10,144
|
|
||
Net interest income
|
107,838
|
|
|
94,189
|
|
||
PROVISION FOR NON-COVERED LOAN AND LEASE LOSSES
|
5,400
|
|
|
6,988
|
|
||
PROVISION FOR COVERED LOAN LOSSES
|
571
|
|
|
232
|
|
||
Net interest income after provision for loan and lease losses
|
101,867
|
|
|
86,969
|
|
||
NON-INTEREST INCOME
|
|
|
|
||||
Service charges on deposit accounts
|
7,767
|
|
|
6,992
|
|
||
Brokerage commissions and fees
|
3,725
|
|
|
3,636
|
|
||
Mortgage banking revenue, net
|
10,439
|
|
|
23,568
|
|
||
Gain on investment securities, net
|
—
|
|
|
7
|
|
||
Loss on junior subordinated debentures carried at fair value
|
(542
|
)
|
|
(542
|
)
|
||
Change in FDIC indemnification asset
|
(4,840
|
)
|
|
(5,073
|
)
|
||
Other income
|
6,458
|
|
|
5,427
|
|
||
Total non-interest income
|
23,007
|
|
|
34,015
|
|
||
NON-INTEREST EXPENSE
|
|
|
|
||||
Salaries and employee benefits
|
53,218
|
|
|
51,505
|
|
||
Net occupancy and equipment
|
16,501
|
|
|
14,735
|
|
||
Communications
|
2,902
|
|
|
3,203
|
|
||
Marketing
|
1,005
|
|
|
861
|
|
||
Services
|
5,990
|
|
|
5,893
|
|
||
Supplies
|
896
|
|
|
718
|
|
||
FDIC assessments
|
1,863
|
|
|
1,651
|
|
||
Net gain on non-covered other real estate owned
|
(18
|
)
|
|
(130
|
)
|
||
Net (gain) loss on covered other real estate owned
|
(46
|
)
|
|
284
|
|
||
Intangible amortization
|
1,194
|
|
|
1,204
|
|
||
Merger related expenses
|
5,983
|
|
|
1,531
|
|
||
Other expenses
|
7,030
|
|
|
4,307
|
|
||
Total non-interest expense
|
96,518
|
|
|
85,762
|
|
||
Income before provision for income taxes
|
28,356
|
|
|
35,222
|
|
||
Provision for income taxes
|
9,592
|
|
|
11,861
|
|
||
Net income
|
$
|
18,764
|
|
|
$
|
23,361
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Net income
|
$
|
18,764
|
|
|
$
|
23,361
|
|
Dividends and undistributed earnings allocated to participating securities
|
113
|
|
|
183
|
|
||
Net earnings available to common shareholders
|
$
|
18,651
|
|
|
$
|
23,178
|
|
Earnings per common share:
|
|
|
|
||||
Basic
|
$0.17
|
|
$0.21
|
||||
Diluted
|
$0.17
|
|
$0.21
|
||||
Weighted average number of common shares outstanding:
|
|
|
|
||||
Basic
|
112,170
|
|
|
111,937
|
|
||
Diluted
|
112,367
|
|
|
112,118
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Net income
|
$
|
18,764
|
|
|
$
|
23,361
|
|
Available for sale securities:
|
|
|
|
||||
Unrealized gains (losses) arising during the period
|
7,979
|
|
|
(4,425
|
)
|
||
Reclassification adjustment for net gains realized in earnings (net of tax expense of $3 for the three months ended March 31, 2013)
|
—
|
|
|
(4
|
)
|
||
Income tax (expense) benefit related to unrealized losses
|
(3,192
|
)
|
|
1,770
|
|
||
Net change in unrealized gains (losses)
|
4,787
|
|
|
(2,659
|
)
|
||
Held to maturity securities:
|
|
|
|
||||
Accretion of unrealized losses related to factors other than credit to investment securities held to maturity (net of tax benefit of $6 and $12 for the three months ended March 31, 2014 and 2013, respectively)
|
10
|
|
|
17
|
|
||
Net change in unrealized losses related to factors other than credit
|
10
|
|
|
17
|
|
||
Other comprehensive income (loss), net of tax
|
4,797
|
|
|
(2,642
|
)
|
||
Comprehensive income
|
$
|
23,561
|
|
|
$
|
20,719
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||
|
|
|
|
|
Other
|
|
|
|||||||||||
|
Common Stock
|
|
Retained
|
|
Comprehensive
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
Earnings
|
|
Income (Loss)
|
|
Total
|
|||||||||
BALANCE AT JANUARY 1, 2013
|
111,889,959
|
|
|
$
|
1,512,400
|
|
|
$
|
187,293
|
|
|
$
|
24,346
|
|
|
$
|
1,724,039
|
|
Net income
|
|
|
|
|
98,361
|
|
|
|
|
98,361
|
|
|||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
(29,322
|
)
|
|
(29,322
|
)
|
|||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
$
|
69,039
|
|
|||||||
Stock-based compensation
|
|
|
5,017
|
|
|
|
|
|
|
5,017
|
|
|||||||
Stock repurchased and retired
|
(584,677
|
)
|
|
(9,360
|
)
|
|
|
|
|
|
(9,360
|
)
|
||||||
Issuances of common stock under stock plans
|
|
|
|
|
|
|
|
|
|
|||||||||
and related net tax benefit
|
667,921
|
|
|
6,428
|
|
|
|
|
|
|
6,428
|
|
||||||
Cash dividends on common stock ($0.60 per share)
|
|
|
|
|
(67,737
|
)
|
|
|
|
(67,737
|
)
|
|||||||
Balance at December 31, 2013
|
111,973,203
|
|
|
$
|
1,514,485
|
|
|
$
|
217,917
|
|
|
$
|
(4,976
|
)
|
|
$
|
1,727,426
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
BALANCE AT JANUARY 1, 2014
|
111,973,203
|
|
|
$
|
1,514,485
|
|
|
$
|
217,917
|
|
|
$
|
(4,976
|
)
|
|
$
|
1,727,426
|
|
Net income
|
|
|
|
|
18,764
|
|
|
|
|
18,764
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
4,797
|
|
|
4,797
|
|
|||||||
Comprehensive income
|
|
|
|
|
|
|
|
|
$
|
23,561
|
|
|||||||
Stock-based compensation
|
|
|
1,534
|
|
|
|
|
|
|
1,534
|
|
|||||||
Stock repurchased and retired
|
(256,894
|
)
|
|
(4,614
|
)
|
|
|
|
|
|
(4,614
|
)
|
||||||
Issuances of common stock under stock plans
|
|
|
|
|
|
|
|
|
|
|||||||||
and related net tax benefit
|
603,216
|
|
|
3,564
|
|
|
|
|
|
|
3,564
|
|
||||||
Cash dividends on common stock ($0.15 per share)
|
|
|
|
|
(16,995
|
)
|
|
|
|
(16,995
|
)
|
|||||||
Balance at March 31, 2014
|
112,319,525
|
|
|
$
|
1,514,969
|
|
|
$
|
219,686
|
|
|
$
|
(179
|
)
|
|
$
|
1,734,476
|
|
UMPQUA HOLDINGS CORPORATION
AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
|
|||||||
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
18,764
|
|
|
$
|
23,361
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of investment premiums, net
|
4,000
|
|
|
11,042
|
|
||
Gain on sale of investment securities, net
|
—
|
|
|
(7
|
)
|
||
Gain on sale of non-covered other real estate owned
|
(117
|
)
|
|
(499
|
)
|
||
Gain on sale of covered other real estate owned
|
(46
|
)
|
|
(270
|
)
|
||
Valuation adjustment on non-covered other real estate owned
|
99
|
|
|
369
|
|
||
Valuation adjustment on covered other real estate owned
|
—
|
|
|
554
|
|
||
Provision for non-covered loan and lease losses
|
5,400
|
|
|
6,988
|
|
||
Provision for covered loan losses
|
571
|
|
|
232
|
|
||
Proceeds from bank owned life insurance
|
187
|
|
|
1,173
|
|
||
Change in cash surrender value of bank owned life insurance
|
(838
|
)
|
|
(1,980
|
)
|
||
Change in FDIC indemnification asset
|
4,840
|
|
|
5,073
|
|
||
Depreciation, amortization and accretion
|
4,280
|
|
|
4,497
|
|
||
Increase in mortgage servicing rights
|
(2,408
|
)
|
|
(6,403
|
)
|
||
Change in mortgage servicing rights carried at fair value
|
953
|
|
|
1,734
|
|
||
Change in junior subordinated debentures carried at fair value
|
526
|
|
|
535
|
|
||
Stock-based compensation
|
1,534
|
|
|
1,185
|
|
||
Net decrease in trading account assets
|
1,460
|
|
|
564
|
|
||
Gain on sale of loans
|
(9,684
|
)
|
|
(28,484
|
)
|
||
Change in loans held for sale carried at fair value
|
(324
|
)
|
|
10,798
|
|
||
Origination of loans held for sale
|
(213,060
|
)
|
|
(471,175
|
)
|
||
Proceeds from sales of loans held for sale
|
254,109
|
|
|
675,150
|
|
||
Excess tax benefits from the exercise of stock options
|
(892
|
)
|
|
(27
|
)
|
||
Change in other assets and liabilities:
|
|
|
|
||||
Net (increase) decrease in other assets
|
(791
|
)
|
|
14,337
|
|
||
Net increase (decrease) in other liabilities
|
2,077
|
|
|
(14,007
|
)
|
||
Net cash provided by operating activities
|
70,640
|
|
|
234,740
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of investment securities available for sale
|
—
|
|
|
(51,191
|
)
|
||
Proceeds from investment securities available for sale
|
93,176
|
|
|
264,313
|
|
||
Proceeds from investment securities held to maturity
|
167
|
|
|
402
|
|
||
Redemption of restricted equity securities
|
737
|
|
|
660
|
|
||
Net non-covered loan and lease originations
|
(80,709
|
)
|
|
(3,363
|
)
|
||
Net covered loan paydowns
|
19,378
|
|
|
17,346
|
|
||
Proceeds from sales of non-covered loans
|
22,272
|
|
|
17,515
|
|
||
Proceeds from disposals of furniture and equipment
|
30
|
|
|
112
|
|
||
Purchases of premises and equipment
|
(8,162
|
)
|
|
(5,166
|
)
|
||
Net (payments) proceeds from FDIC indemnification asset
|
(812
|
)
|
|
1,710
|
|
||
Proceeds from sales of non-covered other real estate owned
|
1,512
|
|
|
4,284
|
|
||
Proceeds from sales of covered other real estate owned
|
402
|
|
|
3,935
|
|
||
Net cash provided by investing activities
|
$
|
47,991
|
|
|
$
|
250,557
|
|
UMPQUA HOLDINGS CORPORATION
AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(UNAUDITED)
(in thousands)
|
|||||||
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Net increase (decrease) in deposit liabilities
|
$
|
155,999
|
|
|
$
|
(307,500
|
)
|
Net increase in securities sold under agreements to repurchase
|
37,601
|
|
|
5,735
|
|
||
Repayment of junior subordinated debentures
|
—
|
|
|
(8,764
|
)
|
||
Dividends paid on common stock
|
(16,936
|
)
|
|
—
|
|
||
Excess tax benefits from stock based compensation
|
892
|
|
|
27
|
|
||
Proceeds from stock options exercised
|
3,112
|
|
|
34
|
|
||
Retirement of common stock
|
(4,614
|
)
|
|
(428
|
)
|
||
Net cash provided (used) by financing activities
|
176,054
|
|
|
(310,896
|
)
|
||
Net increase in cash and cash equivalents
|
294,685
|
|
|
174,401
|
|
||
Cash and cash equivalents, beginning of period
|
790,423
|
|
|
543,787
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,085,108
|
|
|
$
|
718,188
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest
|
$
|
9,032
|
|
|
$
|
11,181
|
|
Income taxes
|
$
|
1,456
|
|
|
$
|
1,100
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Change in unrealized losses (gains) on investment securities available for sale, net of taxes
|
$
|
4,787
|
|
|
$
|
(2,659
|
)
|
Change in unrealized losses on investment securities held to maturity
|
|
|
|
|
|
||
related to factors other than credit, net of taxes
|
$
|
10
|
|
|
$
|
17
|
|
Cash dividend declared on common stock and payable after period-end
|
$
|
16,947
|
|
|
$
|
11,288
|
|
Transfer of non-covered loans to non-covered other real estate owned
|
$
|
1,878
|
|
|
$
|
5,689
|
|
Transfer of covered loans to covered other real estate owned
|
$
|
—
|
|
|
$
|
1,741
|
|
Transfer of covered loans to non-covered loans
|
$
|
1,780
|
|
|
$
|
7,899
|
|
Transfer (to) from FDIC indemnification asset (from) to due from FDIC and other
|
$
|
(28
|
)
|
|
$
|
1,679
|
|
Receivable from sales of covered other real estate owned
|
$
|
185
|
|
|
$
|
—
|
|
•
|
Sterling merged with and into the Company (the "Merger") with the Company as the surviving corporation in the Merger;
|
•
|
Immediately following the Merger, Sterling's wholly owned subsidiary, Sterling Savings Bank merged with and into the Bank (the "Bank Merger"), with the Bank as the surviving bank in the Bank Merger;
|
•
|
Holders of shares of common stock of Sterling have the right to receive
1.671
shares of the Company's common stock
and
$2.18
in cash for each share of Sterling common stock;
|
•
|
Holders of outstanding warrants of Sterling, which represent the right to purchase a corresponding share of common stock of Sterling, have the right to receive
1.671
shares of the Company's common stock
and
$2.18
in cash for each warrant when exercised;
|
•
|
Holders of outstanding options to purchase shares of Sterling common stock converted into
1.7896
options to purchase the Company's common stock, subject to vesting conditions;
|
•
|
Holders of outstanding restricted stock units of Sterling common stock converted into
1.7896
restricted stock units of the Company, subject to vesting conditions;
|
•
|
Cash of
$136.2 million
|
•
|
Common stock issued of
$1.9 billion
;
|
•
|
Warrants issued of
$52.8 million
;
|
•
|
Restricted stock units and stock options of
$8.8 million
.
|
•
|
The Bank acquired all of the outstanding stock of FPHC, a shell holding company, which is the sole shareholder of FinPac Leasing, the primary operating subsidiary of FinPac that engages in equipment leasing and financing activities. FinPac Leasing is also the sole shareholder of FPF, FPF II and FPF III, which are bankruptcy-remote entities that formerly served as lien holder for certain leases. FPF, FPF II and FPF III have no assets or current business activities and are anticipated to be dissolved in the near future.
|
•
|
The Company acquired all of the outstanding stock of FPC, a Canadian leasing subsidiary, and FPR, a corporation organized in the Turks & Caicos Islands that reinsures a portion of the liability risk of each insurance policy that is issued by a third party insurance company on leased equipment when the lessee fails to meet its contractual obligations under the lease or financing agreement to obtain insurance on the leased equipment.
|
|
FinPac
|
||
|
July 1, 2013
|
||
Cost basis net assets
|
$
|
61,446
|
|
Cash payment paid
|
(156,110
|
)
|
|
Fair value adjustments:
|
|
||
Non-covered loans and leases, net
|
6,881
|
|
|
Other intangible assets
|
(8,516
|
)
|
|
Other assets
|
(1,650
|
)
|
|
Term debt
|
(400
|
)
|
|
Other liabilities
|
1,572
|
|
|
Goodwill
|
$
|
(96,777
|
)
|
|
FinPac
|
||
|
July 1, 2013
|
||
Assets Acquired:
|
|
||
Cash and equivalents
|
$
|
6,452
|
|
Non-covered loans and leases, net
|
264,336
|
|
|
Premises and equipment
|
491
|
|
|
Goodwill
|
96,777
|
|
|
Other assets
|
8,015
|
|
|
Total assets acquired
|
$
|
376,071
|
|
|
|
||
Liabilities Assumed:
|
|
||
Term debt
|
211,204
|
|
|
Other liabilities
|
8,757
|
|
|
Total liabilities assumed
|
219,961
|
|
|
Net assets acquired
|
$
|
156,110
|
|
|
FinPac
|
||
|
July 1, 2013
|
||
Contractually required payments
|
$
|
350,403
|
|
Purchase adjustment for credit
|
$
|
(20,520
|
)
|
Balance of non-covered loans and leases, net
|
$
|
264,336
|
|
|
Three months ended March 31, 2013
|
||||||||||||
|
|
|
Pro Forma
|
|
Pro Forma
|
||||||||
|
Company
|
FinPac (a)
|
Adjustments
|
|
Combined
|
||||||||
Net interest income
|
$
|
94,189
|
|
$
|
12,547
|
|
$
|
(1,224
|
)
|
(b)
|
$
|
105,512
|
|
Provision for non-covered loan and lease losses
|
6,988
|
|
2,577
|
|
—
|
|
(c)
|
9,565
|
|
||||
Provision for covered loan losses
|
232
|
|
—
|
|
—
|
|
|
232
|
|
||||
Non-interest income
|
34,015
|
|
790
|
|
—
|
|
|
34,805
|
|
||||
Non-interest expense
|
85,762
|
|
3,832
|
|
(203
|
)
|
(d)
|
89,391
|
|
||||
Income before provision for income taxes
|
35,222
|
|
6,928
|
|
(1,021
|
)
|
|
41,129
|
|
||||
Provision for income taxes
|
11,861
|
|
2,716
|
|
(357
|
)
|
(e)
|
14,220
|
|
||||
Net income
|
23,361
|
|
4,212
|
|
(664
|
)
|
|
26,909
|
|
||||
Dividends and undistributed earnings allocated to participating securities
|
183
|
|
—
|
|
28
|
|
|
211
|
|
||||
Net earnings available to common shareholders
|
$
|
23,178
|
|
$
|
4,212
|
|
$
|
(692
|
)
|
|
$
|
26,698
|
|
Earnings per share:
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.21
|
|
|
|
|
$
|
0.24
|
|
||||
Diluted
|
$
|
0.21
|
|
|
|
|
$
|
0.24
|
|
||||
Average shares outstanding:
|
|
|
|
|
|
||||||||
Basic
|
111,937
|
|
|
|
|
111,937
|
|
||||||
Diluted
|
112,118
|
|
|
|
|
112,118
|
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agencies
|
$
|
242
|
|
|
$
|
20
|
|
|
$
|
(1
|
)
|
|
$
|
261
|
|
Obligations of states and political subdivisions
|
222,195
|
|
|
8,781
|
|
|
(1,297
|
)
|
|
229,679
|
|
||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
||||||||
collateralized mortgage obligations
|
1,477,553
|
|
|
14,077
|
|
|
(21,814
|
)
|
|
1,469,816
|
|
||||
Investments in mutual funds and
|
|
|
|
|
|
|
|
||||||||
other equity securities
|
1,959
|
|
|
15
|
|
|
—
|
|
|
1,974
|
|
||||
|
$
|
1,701,949
|
|
|
$
|
22,893
|
|
|
$
|
(23,112
|
)
|
|
$
|
1,701,730
|
|
HELD TO MATURITY:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
||||||||
collateralized mortgage obligations
|
$
|
5,465
|
|
|
$
|
333
|
|
|
$
|
(8
|
)
|
|
$
|
5,790
|
|
|
$
|
5,465
|
|
|
$
|
333
|
|
|
$
|
(8
|
)
|
|
$
|
5,790
|
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agencies
|
$
|
249
|
|
|
$
|
20
|
|
|
$
|
(1
|
)
|
|
$
|
268
|
|
Obligations of states and political subdivisions
|
229,969
|
|
|
7,811
|
|
|
(2,575
|
)
|
|
235,205
|
|
||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
||||||||
collateralized mortgage obligations
|
1,567,001
|
|
|
15,359
|
|
|
(28,819
|
)
|
|
1,553,541
|
|
||||
Investments in mutual funds and
|
|
|
|
|
|
|
|
||||||||
other equity securities
|
1,959
|
|
|
5
|
|
|
—
|
|
|
1,964
|
|
||||
|
$
|
1,799,178
|
|
|
$
|
23,195
|
|
|
$
|
(31,395
|
)
|
|
$
|
1,790,978
|
|
HELD TO MATURITY:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
||||||||
collateralized mortgage obligations
|
5,563
|
|
|
330
|
|
|
(19
|
)
|
|
5,874
|
|
||||
|
$
|
5,563
|
|
|
$
|
330
|
|
|
$
|
(19
|
)
|
|
$
|
5,874
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasury and agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25
|
|
|
$
|
1
|
|
|
$
|
25
|
|
|
$
|
1
|
|
Obligations of states and political subdivisions
|
38,975
|
|
|
1,165
|
|
|
1,767
|
|
|
132
|
|
|
40,742
|
|
|
1,297
|
|
||||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
collateralized mortgage obligations
|
412,636
|
|
|
9,553
|
|
|
284,346
|
|
|
12,261
|
|
|
696,982
|
|
|
21,814
|
|
||||||
Total temporarily impaired securities
|
$
|
451,611
|
|
|
$
|
10,718
|
|
|
$
|
286,138
|
|
|
$
|
12,394
|
|
|
$
|
737,749
|
|
|
$
|
23,112
|
|
HELD TO MATURITY:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
collateralized mortgage obligations
|
$
|
169
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
169
|
|
|
$
|
8
|
|
Total temporarily impaired securities
|
$
|
169
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
169
|
|
|
$
|
8
|
|
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasury and agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
1
|
|
|
$
|
32
|
|
|
$
|
1
|
|
Obligations of states and political subdivisions
|
48,342
|
|
|
2,575
|
|
|
—
|
|
|
—
|
|
|
48,342
|
|
|
2,575
|
|
||||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
collateralized mortgage obligations
|
475,982
|
|
|
15,951
|
|
|
249,695
|
|
|
12,868
|
|
|
725,677
|
|
|
28,819
|
|
||||||
Total temporarily impaired securities
|
$
|
524,324
|
|
|
$
|
18,526
|
|
|
$
|
249,727
|
|
|
$
|
12,869
|
|
|
$
|
774,051
|
|
|
$
|
31,395
|
|
HELD TO MATURITY:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
collateralized mortgage obligations
|
$
|
156
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
19
|
|
Total temporarily impaired securities
|
$
|
156
|
|
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
19
|
|
|
Available For Sale
|
|
Held To Maturity
|
||||||||||||
|
Amortized
|
|
Fair
|
|
Amortized
|
|
Fair
|
||||||||
|
Cost
|
|
Value
|
|
Cost
|
|
Value
|
||||||||
AMOUNTS MATURING IN:
|
|
|
|
|
|
|
|
||||||||
Three months or less
|
$
|
9,295
|
|
|
$
|
9,337
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Over three months through twelve months
|
61,111
|
|
|
62,068
|
|
|
291
|
|
|
309
|
|
||||
After one year through five years
|
960,569
|
|
|
975,746
|
|
|
279
|
|
|
487
|
|
||||
After five years through ten years
|
614,744
|
|
|
597,870
|
|
|
427
|
|
|
485
|
|
||||
After ten years
|
54,271
|
|
|
54,735
|
|
|
4,468
|
|
|
4,509
|
|
||||
Other investment securities
|
1,959
|
|
|
1,974
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
1,701,949
|
|
|
$
|
1,701,730
|
|
|
$
|
5,465
|
|
|
$
|
5,790
|
|
|
Amortized
|
|
Fair
|
||||
|
Cost
|
|
Value
|
||||
To Federal Home Loan Bank to secure borrowings
|
$
|
8,783
|
|
|
$
|
9,089
|
|
To state and local governments to secure public deposits
|
933,911
|
|
|
928,206
|
|
||
Other securities pledged principally to secure repurchase agreements
|
347,901
|
|
|
342,649
|
|
||
Total pledged securities
|
$
|
1,290,595
|
|
|
$
|
1,279,944
|
|
|
March 31,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Commercial real estate
|
|
|
|
||||
Non-owner occupied term, net
|
$
|
2,311,952
|
|
|
$
|
2,328,260
|
|
Owner occupied term, net
|
1,282,482
|
|
|
1,259,583
|
|
||
Multifamily, net
|
400,927
|
|
|
403,537
|
|
||
Construction & development, net
|
229,262
|
|
|
245,231
|
|
||
Residential development, net
|
89,510
|
|
|
88,413
|
|
||
Commercial
|
|
|
|
||||
Term, net
|
735,004
|
|
|
770,845
|
|
||
LOC & other, net
|
1,005,800
|
|
|
987,360
|
|
||
Leases and equipment finance, net
|
388,418
|
|
|
361,591
|
|
||
Residential
|
|
|
|
||||
Mortgage, net
|
651,042
|
|
|
597,201
|
|
||
Home equity loans & lines, net
|
268,497
|
|
|
264,269
|
|
||
Consumer & other, net
|
48,214
|
|
|
48,113
|
|
||
Total loans and leases, net of deferred fees and costs
|
7,411,108
|
|
|
7,354,403
|
|
|
Three months ended March 31, 2014
|
||||||||||||||||||||||
|
Commercial
|
|
|
|
|
|
Consumer
|
|
|
|
|
||||||||||||
|
Real Estate
|
|
Commercial
|
|
Residential
|
|
& Other
|
|
Unallocated
|
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
53,433
|
|
|
$
|
24,191
|
|
|
$
|
6,827
|
|
|
$
|
863
|
|
|
$
|
—
|
|
|
$
|
85,314
|
|
Charge-offs
|
(1,895
|
)
|
|
(3,350
|
)
|
|
(132
|
)
|
|
(188
|
)
|
|
—
|
|
|
(5,565
|
)
|
||||||
Recoveries
|
439
|
|
|
981
|
|
|
47
|
|
|
93
|
|
|
—
|
|
|
1,560
|
|
||||||
(Recapture) provision
|
(130
|
)
|
|
4,940
|
|
|
449
|
|
|
141
|
|
|
—
|
|
|
5,400
|
|
||||||
Balance, end of period
|
$
|
51,847
|
|
|
$
|
26,762
|
|
|
$
|
7,191
|
|
|
$
|
909
|
|
|
$
|
—
|
|
|
$
|
86,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Three months ended March 31, 2013
|
||||||||||||||||||||||
|
Commercial
|
|
|
|
|
|
Consumer
|
|
|
|
|
||||||||||||
|
Real Estate
|
|
Commercial
|
|
Residential
|
|
& Other
|
|
Unallocated
|
|
Total
|
||||||||||||
Balance, beginning of period
|
$
|
54,909
|
|
|
$
|
22,925
|
|
|
$
|
6,925
|
|
|
$
|
632
|
|
|
$
|
—
|
|
|
$
|
85,391
|
|
Charge-offs
|
(1,454
|
)
|
|
(6,174
|
)
|
|
(904
|
)
|
|
(193
|
)
|
|
—
|
|
|
(8,725
|
)
|
||||||
Recoveries
|
470
|
|
|
367
|
|
|
92
|
|
|
109
|
|
|
—
|
|
|
1,038
|
|
||||||
Provision
|
1,170
|
|
|
4,543
|
|
|
1,106
|
|
|
169
|
|
|
—
|
|
|
6,988
|
|
||||||
Balance, end of period
|
$
|
55,095
|
|
|
$
|
21,661
|
|
|
$
|
7,219
|
|
|
$
|
717
|
|
|
$
|
—
|
|
|
$
|
84,692
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014
|
||||||||||||||||||
|
Commercial
|
|
|
|
|
|
Consumer
|
|
|
||||||||||
|
Real Estate
|
|
Commercial
|
|
Residential
|
|
& Other
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
220
|
|
|
$
|
900
|
|
|
$
|
232
|
|
|
$
|
84
|
|
|
$
|
1,436
|
|
Net change to other expense
|
(26
|
)
|
|
(14
|
)
|
|
11
|
|
|
10
|
|
|
(19
|
)
|
|||||
Balance, end of period
|
$
|
194
|
|
|
$
|
886
|
|
|
$
|
243
|
|
|
$
|
94
|
|
|
$
|
1,417
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three months ended March 31, 2013
|
||||||||||||||||||
|
Commercial
|
|
|
|
|
|
Consumer
|
|
|
||||||||||
|
Real Estate
|
|
Commercial
|
|
Residential
|
|
& Other
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
172
|
|
|
$
|
807
|
|
|
$
|
173
|
|
|
$
|
71
|
|
|
$
|
1,223
|
|
Net change to other expense
|
(13
|
)
|
|
43
|
|
|
9
|
|
|
7
|
|
|
46
|
|
|||||
Balance, end of period
|
$
|
159
|
|
|
$
|
850
|
|
|
$
|
182
|
|
|
$
|
78
|
|
|
$
|
1,269
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
Consumer
|
|
|
||||||||||
|
Real Estate
|
|
Commercial
|
|
Residential
|
|
& Other
|
|
Total
|
||||||||||
Unfunded loan and lease commitments:
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2014
|
$
|
213,675
|
|
|
$
|
969,475
|
|
|
$
|
353,498
|
|
|
$
|
59,017
|
|
|
$
|
1,595,665
|
|
March 31, 2013
|
$
|
183,996
|
|
|
$
|
984,672
|
|
|
$
|
270,510
|
|
|
$
|
54,240
|
|
|
$
|
1,493,418
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Commercial real estate
|
|
|
|
||||
Non-owner occupied term
|
$
|
3,193
|
|
|
$
|
—
|
|
Owner occupied term
|
2,147
|
|
|
2,850
|
|
||
Construction & development
|
—
|
|
|
3,515
|
|
||
Residential development
|
605
|
|
|
23
|
|
||
Commercial
|
|
|
|
||||
Term
|
15,996
|
|
|
11,127
|
|
||
Residential
|
|
|
|
||||
Mortgage
|
331
|
|
|
—
|
|
||
Total
|
$
|
22,272
|
|
|
$
|
17,515
|
|
|
March 31, 2014
|
||||||||||||||||||||||||||
|
Greater than
|
|
|
|
90 Days and
|
|
|
|
|
|
|
|
Total non-
|
||||||||||||||
|
30 to 59
|
|
60 to 89
|
|
Greater
|
|
|
|
|
|
|
|
covered
|
||||||||||||||
|
Days
|
|
Days
|
|
and
|
|
Total
|
|
Non-
|
|
Current &
|
|
Loans
|
||||||||||||||
|
Past Due
|
|
Past Due
|
|
Accruing
|
|
Past Due
|
|
accrual
|
|
Other
(1)
|
|
and Leases
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-owner occupied term, net
|
$
|
1,736
|
|
|
$
|
533
|
|
|
$
|
369
|
|
|
$
|
2,638
|
|
|
$
|
15,948
|
|
|
$
|
2,293,366
|
|
|
$
|
2,311,952
|
|
Owner occupied term, net
|
625
|
|
|
466
|
|
|
36
|
|
|
1,127
|
|
|
5,449
|
|
|
1,275,906
|
|
|
1,282,482
|
|
|||||||
Multifamily, net
|
3,855
|
|
|
1,145
|
|
|
—
|
|
|
5,000
|
|
|
355
|
|
|
395,572
|
|
|
400,927
|
|
|||||||
Construction & development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229,262
|
|
|
229,262
|
|
|||||||
Residential development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
89,315
|
|
|
89,510
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
1,427
|
|
|
8,832
|
|
|
—
|
|
|
10,259
|
|
|
11,964
|
|
|
712,781
|
|
|
735,004
|
|
|||||||
LOC & other, net
|
423
|
|
|
2,023
|
|
|
—
|
|
|
2,446
|
|
|
1,025
|
|
|
1,002,329
|
|
|
1,005,800
|
|
|||||||
Leases and equipment finance, net
|
1,828
|
|
|
1,556
|
|
|
—
|
|
|
3,384
|
|
|
2,948
|
|
|
382,086
|
|
|
388,418
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
|
3,418
|
|
|
—
|
|
|
1,503
|
|
|
4,921
|
|
|
—
|
|
|
646,121
|
|
|
651,042
|
|
|||||||
Home equity loans & lines, net
|
483
|
|
|
955
|
|
|
287
|
|
|
1,725
|
|
|
—
|
|
|
266,772
|
|
|
268,497
|
|
|||||||
Consumer & other, net
|
100
|
|
|
11
|
|
|
74
|
|
|
185
|
|
|
—
|
|
|
48,029
|
|
|
48,214
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
13,895
|
|
|
$
|
15,521
|
|
|
$
|
2,269
|
|
|
$
|
31,685
|
|
|
$
|
37,884
|
|
|
$
|
7,341,539
|
|
|
$
|
7,411,108
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||
|
Greater than
|
|
|
|
90 Days and
|
|
|
|
|
|
|
|
Total non-
|
||||||||||||||
|
30 to 59
|
|
60 to 89
|
|
Greater
|
|
|
|
|
|
|
|
covered
|
||||||||||||||
|
Days
|
|
Days
|
|
and
|
|
Total
|
|
Non-
|
|
Current &
|
|
Loans
|
||||||||||||||
|
Past Due
|
|
Past Due
|
|
Accruing
|
|
Past Due
|
|
accrual
|
|
Other (1)
|
|
and Leases
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-owner occupied term, net
|
$
|
3,618
|
|
|
$
|
352
|
|
|
$
|
—
|
|
|
$
|
3,970
|
|
|
$
|
9,193
|
|
|
$
|
2,315,097
|
|
|
$
|
2,328,260
|
|
Owner occupied term, net
|
1,320
|
|
|
340
|
|
|
610
|
|
|
2,270
|
|
|
6,204
|
|
|
1,251,109
|
|
|
1,259,583
|
|
|||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
935
|
|
|
402,602
|
|
|
403,537
|
|
|||||||
Construction & development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245,231
|
|
|
245,231
|
|
|||||||
Residential development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,801
|
|
|
85,612
|
|
|
88,413
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Term, net
|
901
|
|
|
1,436
|
|
|
—
|
|
|
2,337
|
|
|
8,723
|
|
|
759,785
|
|
|
770,845
|
|
|||||||
LOC & other, net
|
619
|
|
|
224
|
|
|
—
|
|
|
843
|
|
|
1,222
|
|
|
985,295
|
|
|
987,360
|
|
|||||||
Leases and equipment finance, net
|
2,202
|
|
|
1,706
|
|
|
517
|
|
|
4,425
|
|
|
2,813
|
|
|
354,353
|
|
|
361,591
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
|
1,050
|
|
|
342
|
|
|
2,070
|
|
|
3,462
|
|
|
—
|
|
|
593,739
|
|
|
597,201
|
|
|||||||
Home equity loans & lines, net
|
473
|
|
|
563
|
|
|
160
|
|
|
1,196
|
|
|
—
|
|
|
263,073
|
|
|
264,269
|
|
|||||||
Consumer & other, net
|
69
|
|
|
75
|
|
|
73
|
|
|
217
|
|
|
—
|
|
|
47,896
|
|
|
48,113
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
10,252
|
|
|
$
|
5,038
|
|
|
$
|
3,430
|
|
|
$
|
18,720
|
|
|
$
|
31,891
|
|
|
$
|
7,303,792
|
|
|
$
|
7,354,403
|
|
|
March 31, 2014
|
||||||||||
|
Unpaid
|
|
|
|
|
||||||
|
Principal
|
|
Recorded
|
|
Related
|
||||||
|
Balance
|
|
Investment
|
|
Allowance
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
||||||
Commercial real estate
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
$
|
25,814
|
|
|
$
|
24,995
|
|
|
$
|
—
|
|
Owner occupied term, net
|
5,741
|
|
|
5,449
|
|
|
—
|
|
|||
Multifamily, net
|
521
|
|
|
355
|
|
|
—
|
|
|||
Construction & development, net
|
9,455
|
|
|
8,435
|
|
|
—
|
|
|||
Residential development, net
|
6,684
|
|
|
6,684
|
|
|
—
|
|
|||
Commercial
|
|
|
|
|
|
||||||
Term, net
|
19,549
|
|
|
11,964
|
|
|
—
|
|
|||
LOC & other, net
|
3,720
|
|
|
1,025
|
|
|
—
|
|
|||
Residential
|
|
|
|
|
|
||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
With an allowance recorded:
|
|
|
|
|
|
||||||
Commercial real estate
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
28,706
|
|
|
28,706
|
|
|
764
|
|
|||
Owner occupied term, net
|
7,731
|
|
|
7,731
|
|
|
491
|
|
|||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Construction & development, net
|
1,091
|
|
|
1,091
|
|
|
5
|
|
|||
Residential development, net
|
7,744
|
|
|
7,744
|
|
|
83
|
|
|||
Commercial
|
|
|
|
|
|
||||||
Term, net
|
300
|
|
|
300
|
|
|
11
|
|
|||
LOC & other, net
|
1,252
|
|
|
1,252
|
|
|
4
|
|
|||
Residential
|
|
|
|
|
|
||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total:
|
|
|
|
|
|
||||||
Commercial real estate, net
|
93,487
|
|
|
91,190
|
|
|
1,343
|
|
|||
Commercial, net
|
24,821
|
|
|
14,541
|
|
|
15
|
|
|||
Residential, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total, net of deferred fees and costs
|
$
|
118,308
|
|
|
$
|
105,731
|
|
|
$
|
1,358
|
|
|
December 31, 2013
|
||||||||||
|
Unpaid
|
|
|
|
|
||||||
|
Principal
|
|
Recorded
|
|
Related
|
||||||
|
Balance
|
|
Investment
|
|
Allowance
|
||||||
With no related allowance recorded:
|
|
|
|
|
|
||||||
Commercial real estate
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
$
|
19,350
|
|
|
$
|
18,285
|
|
|
$
|
—
|
|
Owner occupied term, net
|
6,674
|
|
|
6,204
|
|
|
—
|
|
|||
Multifamily, net
|
1,416
|
|
|
935
|
|
|
—
|
|
|||
Construction & development, net
|
9,518
|
|
|
8,498
|
|
|
—
|
|
|||
Residential development, net
|
12,347
|
|
|
5,776
|
|
|
—
|
|
|||
Commercial
|
|
|
|
|
|
||||||
Term, net
|
22,750
|
|
|
8,723
|
|
|
—
|
|
|||
LOC & other, net
|
5,886
|
|
|
1,222
|
|
|
—
|
|
|||
Residential
|
|
|
|
|
|
||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
With an allowance recorded:
|
|
|
|
|
|
||||||
Commercial real estate
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
31,252
|
|
|
31,362
|
|
|
928
|
|
|||
Owner occupied term, net
|
5,202
|
|
|
5,202
|
|
|
198
|
|
|||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Construction & development, net
|
1,091
|
|
|
1,091
|
|
|
11
|
|
|||
Residential development, net
|
10,166
|
|
|
11,927
|
|
|
648
|
|
|||
Commercial
|
|
|
|
|
|
||||||
Term, net
|
—
|
|
|
300
|
|
|
8
|
|
|||
LOC & other, net
|
1,258
|
|
|
1,258
|
|
|
4
|
|
|||
Residential
|
|
|
|
|
|
||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total:
|
|
|
|
|
|
||||||
Commercial real estate, net
|
97,016
|
|
|
89,280
|
|
|
1,785
|
|
|||
Commercial, net
|
29,894
|
|
|
11,503
|
|
|
12
|
|
|||
Residential, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total, net of deferred fees and costs
|
$
|
126,910
|
|
|
$
|
100,783
|
|
|
$
|
1,797
|
|
|
Three months ended
|
|
Three months ended
|
||||||||||||
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||||
|
Average
|
|
Interest
|
|
Average
|
|
Interest
|
||||||||
|
Recorded
|
|
Income
|
|
Recorded
|
|
Income
|
||||||||
|
Investment
|
|
Recognized
|
|
Investment
|
|
Recognized
|
||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
21,640
|
|
|
$
|
—
|
|
|
$
|
33,117
|
|
|
$
|
—
|
|
Owner occupied term, net
|
5,826
|
|
|
—
|
|
|
5,676
|
|
|
—
|
|
||||
Multifamily, net
|
645
|
|
|
—
|
|
|
886
|
|
|
—
|
|
||||
Construction & development, net
|
8,467
|
|
|
—
|
|
|
14,649
|
|
|
—
|
|
||||
Residential development, net
|
6,230
|
|
|
—
|
|
|
10,515
|
|
|
—
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
10,343
|
|
|
—
|
|
|
11,795
|
|
|
—
|
|
||||
LOC & other, net
|
1,123
|
|
|
—
|
|
|
5,478
|
|
|
—
|
|
||||
Residential
|
|
|
|
|
|
|
|
||||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
175
|
|
|
—
|
|
||||
Consumer & other, net
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
With an allowance recorded:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
30,034
|
|
|
349
|
|
|
31,811
|
|
|
338
|
|
||||
Owner occupied term, net
|
6,467
|
|
|
77
|
|
|
5,918
|
|
|
48
|
|
||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Construction & development, net
|
1,091
|
|
|
118
|
|
|
1,746
|
|
|
149
|
|
||||
Residential development, net
|
9,835
|
|
|
159
|
|
|
17,069
|
|
|
163
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
300
|
|
|
4
|
|
|
1,959
|
|
|
42
|
|
||||
LOC & other, net
|
1,255
|
|
|
13
|
|
|
1,033
|
|
|
11
|
|
||||
Residential
|
|
|
|
|
|
|
|
||||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
145
|
|
|
—
|
|
||||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
64
|
|
|
—
|
|
||||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate, net
|
90,235
|
|
|
703
|
|
|
121,387
|
|
|
698
|
|
||||
Commercial, net
|
13,021
|
|
|
17
|
|
|
20,265
|
|
|
53
|
|
||||
Residential, net
|
—
|
|
|
—
|
|
|
384
|
|
|
—
|
|
||||
Consumer & other, net
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Total, net of deferred fees and costs
|
$
|
103,256
|
|
|
$
|
720
|
|
|
$
|
142,038
|
|
|
$
|
751
|
|
•
|
Borrower may be experiencing declining operating trends, strained cash flows or less-than anticipated performance. Cash flow should still be adequate to cover debt service, and the negative trends should be identified as being of a short-term or temporary nature.
|
•
|
The borrower may have experienced a minor, unexpected covenant violation.
|
•
|
Companies who may be experiencing tight working capital or have a cash cushion deficiency.
|
•
|
A loan or lease may also be a watch if financial information is late, there is a documentation deficiency, the borrower has experienced unexpected management turnover, or if they face industry issues that, when combined with performance factors create uncertainty in their future ability to perform.
|
•
|
Delinquent payments, increasing and material overdraft activity, request for bulge and/or out-of-formula advances may be an indicator of inadequate working capital and may suggest a lower rating.
|
•
|
Failure of the intended repayment source to materialize as expected, or renewal of a loan (other than cash/marketable security secured or lines of credit) without reduction are possible indicators of a watch or worse risk rating.
|
•
|
Performance is poor or significantly less than expected. There may be a temporary debt-servicing deficiency or inadequate working capital as evidenced by a cash cushion deficiency, but not to the extent that repayment is compromised. Material violation of financial covenants is common.
|
•
|
Loans or leases with unresolved material issues that significantly cloud the debt service outlook, even though a debt servicing deficiency does not currently exist.
|
•
|
Modest underperformance or deviation from plan for real estate loans where absorption of rental/sales units is necessary to properly service the debt as structured. Depth of support for interest carry provided by owner/guarantors may mitigate and provide for improved rating.
|
•
|
This rating may be assigned when a loan officer is unable to supervise the credit properly, an inadequate loan agreement, an inability to control collateral, failure to obtain proper documentation, or any other deviation from prudent lending practices.
|
•
|
Unlike a substandard credit, there should be a reasonable expectation that these temporary issues will be corrected within the normal course of business, rather than liquidation of assets, and in a reasonable period of time.
|
|
March 31, 2014
|
||||||||||||||||||||||||||
|
Pass/Watch
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Impaired
|
|
Total
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
2,068,165
|
|
|
$
|
95,323
|
|
|
$
|
94,763
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
53,701
|
|
|
$
|
2,311,952
|
|
Owner occupied term, net
|
1,206,791
|
|
|
28,483
|
|
|
34,028
|
|
|
—
|
|
|
—
|
|
|
13,180
|
|
|
1,282,482
|
|
|||||||
Multifamily, net
|
385,668
|
|
|
4,280
|
|
|
10,624
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
400,927
|
|
|||||||
Construction & development, net
|
212,460
|
|
|
3,957
|
|
|
3,319
|
|
|
—
|
|
|
—
|
|
|
9,526
|
|
|
229,262
|
|
|||||||
Residential development, net
|
72,328
|
|
|
1,008
|
|
|
1,746
|
|
|
—
|
|
|
—
|
|
|
14,428
|
|
|
89,510
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
692,529
|
|
|
12,513
|
|
|
17,698
|
|
|
—
|
|
|
—
|
|
|
12,264
|
|
|
735,004
|
|
|||||||
LOC & other, net
|
963,039
|
|
|
26,891
|
|
|
13,593
|
|
|
—
|
|
|
—
|
|
|
2,277
|
|
|
1,005,800
|
|
|||||||
Leases and equipment finance, net
|
382,086
|
|
|
1,800
|
|
|
1,584
|
|
|
2,480
|
|
|
468
|
|
|
—
|
|
|
388,418
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
|
646,095
|
|
|
3,430
|
|
|
354
|
|
|
—
|
|
|
1,163
|
|
|
—
|
|
|
651,042
|
|
|||||||
Home equity loans & lines, net
|
266,768
|
|
|
1,441
|
|
|
65
|
|
|
—
|
|
|
223
|
|
|
—
|
|
|
268,497
|
|
|||||||
Consumer & other, net
|
48,028
|
|
|
111
|
|
|
15
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
48,214
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
6,943,957
|
|
|
$
|
179,237
|
|
|
$
|
177,789
|
|
|
$
|
2,480
|
|
|
$
|
1,914
|
|
|
$
|
105,731
|
|
|
$
|
7,411,108
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||
|
Pass/Watch
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Impaired
|
|
Total
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
2,073,366
|
|
|
$
|
108,263
|
|
|
$
|
96,984
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
49,647
|
|
|
$
|
2,328,260
|
|
Owner occupied term, net
|
1,182,865
|
|
|
27,615
|
|
|
37,524
|
|
|
173
|
|
|
—
|
|
|
11,406
|
|
|
1,259,583
|
|
|||||||
Multifamily, net
|
385,335
|
|
|
5,574
|
|
|
11,693
|
|
|
—
|
|
|
—
|
|
|
935
|
|
|
403,537
|
|
|||||||
Construction & development, net
|
230,262
|
|
|
2,054
|
|
|
3,326
|
|
|
—
|
|
|
—
|
|
|
9,589
|
|
|
245,231
|
|
|||||||
Residential development, net
|
67,019
|
|
|
1,836
|
|
|
1,855
|
|
|
—
|
|
|
—
|
|
|
17,703
|
|
|
88,413
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
718,778
|
|
|
23,393
|
|
|
19,651
|
|
|
—
|
|
|
—
|
|
|
9,023
|
|
|
770,845
|
|
|||||||
LOC & other, net
|
951,109
|
|
|
24,197
|
|
|
9,574
|
|
|
—
|
|
|
—
|
|
|
2,480
|
|
|
987,360
|
|
|||||||
Leases and equipment finance, net
|
351,971
|
|
|
4,585
|
|
|
1,706
|
|
|
2,996
|
|
|
333
|
|
|
—
|
|
|
361,591
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
|
593,723
|
|
|
1,405
|
|
|
743
|
|
|
—
|
|
|
1,330
|
|
|
—
|
|
|
597,201
|
|
|||||||
Home equity loans & lines, net
|
263,070
|
|
|
1,038
|
|
|
25
|
|
|
—
|
|
|
136
|
|
|
—
|
|
|
264,269
|
|
|||||||
Consumer & other, net
|
47,895
|
|
|
144
|
|
|
33
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
48,113
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
6,865,393
|
|
|
$
|
200,104
|
|
|
$
|
183,114
|
|
|
$
|
3,169
|
|
|
$
|
1,840
|
|
|
$
|
100,783
|
|
|
$
|
7,354,403
|
|
|
March 31, 2014
|
||||||||||
|
Accrual
|
|
Non-Accrual
|
|
Total
|
||||||
|
Status
|
|
Status
|
|
Modifications
|
||||||
Commercial real estate
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
$
|
34,684
|
|
|
$
|
—
|
|
|
$
|
34,684
|
|
Owner occupied term, net
|
7,731
|
|
|
—
|
|
|
7,731
|
|
|||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Construction & development, net
|
9,527
|
|
|
—
|
|
|
9,527
|
|
|||
Residential development, net
|
14,232
|
|
|
—
|
|
|
14,232
|
|
|||
Commercial
|
|
|
|
|
|
||||||
Term, net
|
—
|
|
|
2,740
|
|
|
2,740
|
|
|||
LOC & other, net
|
1,252
|
|
|
—
|
|
|
1,252
|
|
|||
Residential
|
|
|
|
|
|
||||||
Mortgage, net
|
471
|
|
|
—
|
|
|
471
|
|
|||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total, net of deferred fees and costs
|
$
|
67,897
|
|
|
$
|
2,740
|
|
|
$
|
70,637
|
|
|
December 31, 2013
|
||||||||||
|
Accrual
|
|
Non-Accrual
|
|
Total
|
||||||
|
Status
|
|
Status
|
|
Modifications
|
||||||
Commercial real estate
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
$
|
37,366
|
|
|
$
|
—
|
|
|
$
|
37,366
|
|
Owner occupied term, net
|
5,202
|
|
|
—
|
|
|
5,202
|
|
|||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Construction & development, net
|
9,590
|
|
|
—
|
|
|
9,590
|
|
|||
Residential development, net
|
14,902
|
|
|
2,196
|
|
|
17,098
|
|
|||
Commercial
|
|
|
|
|
|
||||||
Term, net
|
—
|
|
|
2,603
|
|
|
2,603
|
|
|||
LOC & other, net
|
1,258
|
|
|
—
|
|
|
1,258
|
|
|||
Residential
|
|
|
|
|
|
||||||
Mortgage, net
|
473
|
|
|
—
|
|
|
473
|
|
|||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total, net of deferred fees and costs
|
$
|
68,791
|
|
|
$
|
4,799
|
|
|
$
|
73,590
|
|
|
Three months ended March 31, 2013
|
||||||||||||||||||||||
|
Rate
|
|
Term
|
|
Interest Only
|
|
Payment
|
|
Combination
|
|
Total
|
||||||||||||
|
Modifications
|
|
Modifications
|
|
Modifications
|
|
Modifications
|
|
Modifications
|
|
Modifications
|
||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-owner occupied term, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,291
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,291
|
|
Owner occupied term, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Construction & development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Residential development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
LOC & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
452
|
|
|
452
|
|
||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
289
|
|
|
289
|
|
||||||
Home equity loans & lines
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer & other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total, net of deferred fees and costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,291
|
|
|
$
|
—
|
|
|
$
|
741
|
|
|
$
|
5,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
||||||||||||||
|
Evergreen
|
|
Rainier
|
|
Nevada Security
|
|
Total
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
30,251
|
|
|
$
|
113,584
|
|
|
$
|
55,983
|
|
|
$
|
199,818
|
|
Owner occupied term, net
|
18,532
|
|
|
14,778
|
|
|
16,177
|
|
|
49,487
|
|
||||
Multifamily, net
|
1,973
|
|
|
18,508
|
|
|
7,081
|
|
|
27,562
|
|
||||
Construction & development, net
|
1,511
|
|
|
—
|
|
|
1,935
|
|
|
3,446
|
|
||||
Residential development, net
|
1,856
|
|
|
—
|
|
|
5,357
|
|
|
7,213
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
2,161
|
|
|
740
|
|
|
7,908
|
|
|
10,809
|
|
||||
LOC & other, net
|
2,373
|
|
|
4,930
|
|
|
2,148
|
|
|
9,451
|
|
||||
Residential
|
|
|
|
|
|
|
|
||||||||
Mortgage, net
|
3,058
|
|
|
16,983
|
|
|
1,762
|
|
|
21,803
|
|
||||
Home equity loans & lines, net
|
2,706
|
|
|
14,366
|
|
|
1,922
|
|
|
18,994
|
|
||||
Consumer & other, net
|
938
|
|
|
3,062
|
|
|
—
|
|
|
4,000
|
|
||||
Total, net of deferred fees and costs
|
$
|
65,359
|
|
|
$
|
186,951
|
|
|
$
|
100,273
|
|
|
$
|
352,583
|
|
Allowance for covered loans
|
|
|
|
|
|
|
(10,320
|
)
|
|||||||
Total
|
|
|
|
|
|
|
$
|
342,263
|
|
|
December 31, 2013
|
||||||||||||||
|
Evergreen
|
|
Rainier
|
|
Nevada Security
|
|
Total
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
29,019
|
|
|
$
|
117,076
|
|
|
$
|
60,807
|
|
|
$
|
206,902
|
|
Owner occupied term, net
|
18,582
|
|
|
14,711
|
|
|
16,524
|
|
|
49,817
|
|
||||
Multifamily, net
|
7,626
|
|
|
22,210
|
|
|
7,835
|
|
|
37,671
|
|
||||
Construction & development, net
|
1,506
|
|
|
—
|
|
|
1,949
|
|
|
3,455
|
|
||||
Residential development, net
|
1,861
|
|
|
—
|
|
|
5,425
|
|
|
7,286
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
5,651
|
|
|
768
|
|
|
9,300
|
|
|
15,719
|
|
||||
LOC & other, net
|
2,664
|
|
|
1,934
|
|
|
2,100
|
|
|
6,698
|
|
||||
Residential
|
|
|
|
|
|
|
|
||||||||
Mortgage, net
|
3,075
|
|
|
17,468
|
|
|
1,773
|
|
|
22,316
|
|
||||
Home equity loans & lines, net
|
2,820
|
|
|
14,782
|
|
|
2,035
|
|
|
19,637
|
|
||||
Consumer & other, net
|
954
|
|
|
3,308
|
|
|
—
|
|
|
4,262
|
|
||||
Total, net of deferred fees and costs
|
$
|
73,758
|
|
|
$
|
192,257
|
|
|
$
|
107,748
|
|
|
$
|
373,763
|
|
Allowance for covered loans
|
|
|
|
|
|
|
(9,771
|
)
|
|||||||
Total
|
|
|
|
|
|
|
$
|
363,992
|
|
|
Three months ended March 31, 2014
|
||||||||||||||
|
Evergreen
|
|
Rainier
|
|
Nevada Security
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
20,063
|
|
|
$
|
71,789
|
|
|
$
|
34,632
|
|
|
$
|
126,484
|
|
Accretion to interest income
|
(3,637
|
)
|
|
(4,281
|
)
|
|
(4,464
|
)
|
|
(12,382
|
)
|
||||
Disposals
|
(1,240
|
)
|
|
(987
|
)
|
|
(1,630
|
)
|
|
(3,857
|
)
|
||||
Reclassifications from nonaccretable difference
|
974
|
|
|
1,402
|
|
|
2,953
|
|
|
5,329
|
|
||||
Balance, end of period
|
$
|
16,160
|
|
|
$
|
67,923
|
|
|
$
|
31,491
|
|
|
$
|
115,574
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three months ended March 31, 2013
|
||||||||||||||
|
Evergreen
|
|
Rainier
|
|
Nevada Security
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
34,567
|
|
|
$
|
102,468
|
|
|
$
|
46,353
|
|
|
$
|
183,388
|
|
Accretion to interest income
|
(4,139
|
)
|
|
(5,864
|
)
|
|
(4,194
|
)
|
|
(14,197
|
)
|
||||
Disposals
|
(236
|
)
|
|
(1,363
|
)
|
|
(1,331
|
)
|
|
(2,930
|
)
|
||||
Reclassifications from nonaccretable difference
|
1,412
|
|
|
142
|
|
|
1,805
|
|
|
3,359
|
|
||||
Balance, end of period
|
$
|
31,604
|
|
|
$
|
95,383
|
|
|
$
|
42,633
|
|
|
$
|
169,620
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2014
|
||||||||||||||||||
|
Commercial
|
|
|
|
|
|
Consumer
|
|
|
||||||||||
|
Real Estate
|
|
Commercial
|
|
Residential
|
|
& Other
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
6,105
|
|
|
$
|
2,837
|
|
|
$
|
660
|
|
|
$
|
169
|
|
|
$
|
9,771
|
|
Charge-offs
|
(346
|
)
|
|
(169
|
)
|
|
(118
|
)
|
|
(36
|
)
|
|
(669
|
)
|
|||||
Recoveries
|
391
|
|
|
121
|
|
|
115
|
|
|
20
|
|
|
647
|
|
|||||
Provision (recapture)
|
(79
|
)
|
|
680
|
|
|
(25
|
)
|
|
(5
|
)
|
|
571
|
|
|||||
Balance, end of period
|
$
|
6,071
|
|
|
$
|
3,469
|
|
|
$
|
632
|
|
|
$
|
148
|
|
|
$
|
10,320
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Three months ended March 31, 2013
|
||||||||||||||||||
|
Commercial
|
|
|
|
|
|
Consumer
|
|
|
||||||||||
|
Real Estate
|
|
Commercial
|
|
Residential
|
|
& Other
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
12,129
|
|
|
$
|
4,980
|
|
|
$
|
804
|
|
|
$
|
362
|
|
|
$
|
18,275
|
|
Charge-offs
|
(261
|
)
|
|
(328
|
)
|
|
(50
|
)
|
|
(178
|
)
|
|
(817
|
)
|
|||||
Recoveries
|
295
|
|
|
164
|
|
|
37
|
|
|
35
|
|
|
531
|
|
|||||
Provision (recapture)
|
211
|
|
|
51
|
|
|
(106
|
)
|
|
76
|
|
|
232
|
|
|||||
Balance, end of period
|
$
|
12,374
|
|
|
$
|
4,867
|
|
|
$
|
685
|
|
|
$
|
295
|
|
|
$
|
18,221
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
||||||||||||||||||
|
Commercial
|
|
|
|
|
|
Consumer
|
|
|
||||||||||
|
Real Estate
|
|
Commercial
|
|
Residential
|
|
& Other
|
|
Total
|
||||||||||
Allowance for covered loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans acquired with deteriorated credit quality (1)
|
$
|
5,962
|
|
|
$
|
3,216
|
|
|
$
|
581
|
|
|
$
|
98
|
|
|
$
|
9,857
|
|
Collectively evaluated for impairment (2)
|
109
|
|
|
253
|
|
|
51
|
|
|
50
|
|
|
463
|
|
|||||
Total
|
$
|
6,071
|
|
|
$
|
3,469
|
|
|
$
|
632
|
|
|
$
|
148
|
|
|
$
|
10,320
|
|
Covered loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans acquired with deteriorated credit quality (1)
|
$
|
286,507
|
|
|
$
|
10,807
|
|
|
$
|
35,775
|
|
|
$
|
1,577
|
|
|
$
|
334,666
|
|
Collectively evaluated for impairment (2)
|
1,019
|
|
|
9,453
|
|
|
5,022
|
|
|
2,423
|
|
|
17,917
|
|
|||||
Total
|
$
|
287,526
|
|
|
$
|
20,260
|
|
|
$
|
40,797
|
|
|
$
|
4,000
|
|
|
$
|
352,583
|
|
|
March 31, 2013
|
||||||||||||||||||
|
Commercial
|
|
|
|
|
|
Consumer
|
|
|
||||||||||
|
Real Estate
|
|
Commercial
|
|
Residential
|
|
& Other
|
|
Total
|
||||||||||
Allowance for covered loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans acquired with deteriorated credit quality (1)
|
$
|
11,985
|
|
|
$
|
4,529
|
|
|
$
|
636
|
|
|
$
|
249
|
|
|
$
|
17,399
|
|
Collectively evaluated for impairment (2)
|
389
|
|
|
338
|
|
|
49
|
|
|
46
|
|
|
822
|
|
|||||
Total
|
$
|
12,374
|
|
|
$
|
4,867
|
|
|
$
|
685
|
|
|
$
|
295
|
|
|
$
|
18,221
|
|
Covered loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans acquired with deteriorated credit quality (1)
|
$
|
363,158
|
|
|
$
|
18,213
|
|
|
$
|
42,652
|
|
|
$
|
2,484
|
|
|
$
|
426,507
|
|
Collectively evaluated for impairment (2)
|
2,940
|
|
|
12,942
|
|
|
4,966
|
|
|
2,505
|
|
|
23,353
|
|
|||||
Total
|
$
|
366,098
|
|
|
$
|
31,155
|
|
|
$
|
47,618
|
|
|
$
|
4,989
|
|
|
$
|
449,860
|
|
|
March 31, 2014
|
||||||||||||||||||||||
|
|
|
Special
|
|
|
|
|
|
|
|
|
||||||||||||
|
Pass/Watch
|
|
Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-owner occupied term, net
|
$
|
131,647
|
|
|
$
|
21,814
|
|
|
$
|
43,606
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
197,067
|
|
Owner occupied term, net
|
32,077
|
|
|
3,232
|
|
|
12,927
|
|
|
211
|
|
|
—
|
|
|
48,447
|
|
||||||
Multifamily, net
|
16,092
|
|
|
1,174
|
|
|
9,813
|
|
|
—
|
|
|
—
|
|
|
27,079
|
|
||||||
Construction & development, net
|
1,123
|
|
|
—
|
|
|
1,656
|
|
|
—
|
|
|
—
|
|
|
2,779
|
|
||||||
Residential development, net
|
482
|
|
|
222
|
|
|
5,317
|
|
|
62
|
|
|
—
|
|
|
6,083
|
|
||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term, net
|
3,710
|
|
|
915
|
|
|
2,981
|
|
|
255
|
|
|
—
|
|
|
7,861
|
|
||||||
LOC & other, net
|
7,321
|
|
|
209
|
|
|
1,399
|
|
|
—
|
|
|
—
|
|
|
8,929
|
|
||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage, net
|
21,664
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,664
|
|
||||||
Home equity loans & lines, net
|
18,405
|
|
|
—
|
|
|
97
|
|
|
—
|
|
|
—
|
|
|
18,502
|
|
||||||
Consumer & other, net
|
3,852
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,852
|
|
||||||
Total, net of deferred fees and costs
|
$
|
236,373
|
|
|
$
|
27,566
|
|
|
$
|
77,796
|
|
|
$
|
528
|
|
|
$
|
—
|
|
|
$
|
342,263
|
|
|
December 31, 2013
|
||||||||||||||||||||||
|
|
|
Special
|
|
|
|
|
|
|
|
|
||||||||||||
|
Pass/Watch
|
|
Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-owner occupied term, net
|
$
|
133,452
|
|
|
$
|
26,321
|
|
|
$
|
44,279
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
204,052
|
|
Owner occupied term, net
|
30,119
|
|
|
3,370
|
|
|
14,971
|
|
|
213
|
|
|
—
|
|
|
48,673
|
|
||||||
Multifamily, net
|
24,213
|
|
|
2,563
|
|
|
10,409
|
|
|
—
|
|
|
—
|
|
|
37,185
|
|
||||||
Construction & development, net
|
1,117
|
|
|
—
|
|
|
1,686
|
|
|
—
|
|
|
—
|
|
|
2,803
|
|
||||||
Residential development, net
|
492
|
|
|
224
|
|
|
5,541
|
|
|
54
|
|
|
—
|
|
|
6,311
|
|
||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term, net
|
3,753
|
|
|
3,141
|
|
|
6,128
|
|
|
258
|
|
|
—
|
|
|
13,280
|
|
||||||
LOC & other, net
|
4,630
|
|
|
991
|
|
|
681
|
|
|
—
|
|
|
—
|
|
|
6,302
|
|
||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage, net
|
22,175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,175
|
|
||||||
Home equity loans & lines, net
|
19,043
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
—
|
|
|
19,119
|
|
||||||
Consumer & other, net
|
4,092
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,092
|
|
||||||
Total, net of deferred fees and costs
|
$
|
243,086
|
|
|
$
|
36,610
|
|
|
$
|
83,771
|
|
|
$
|
525
|
|
|
$
|
—
|
|
|
$
|
363,992
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
$
|
2,102
|
|
|
$
|
10,374
|
|
Additions to covered OREO
|
—
|
|
|
1,741
|
|
||
Dispositions of covered OREO
|
(356
|
)
|
|
(3,665
|
)
|
||
Valuation adjustments in the period
|
—
|
|
|
(554
|
)
|
||
Balance, end of period
|
$
|
1,746
|
|
|
$
|
7,896
|
|
|
Three months ended March 31, 2014
|
||||||||||||||
|
Evergreen
|
|
Rainier
|
|
Nevada Security
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
5,209
|
|
|
$
|
8,016
|
|
|
$
|
9,949
|
|
|
$
|
23,174
|
|
Change in FDIC indemnification asset
|
(1,704
|
)
|
|
(1,410
|
)
|
|
(1,726
|
)
|
|
(4,840
|
)
|
||||
Transfers to due from FDIC and other
|
58
|
|
|
(24
|
)
|
|
(6
|
)
|
|
28
|
|
||||
Balance, end of period
|
$
|
3,563
|
|
|
$
|
6,582
|
|
|
$
|
8,217
|
|
|
$
|
18,362
|
|
|
|
|
|
|
|
|
|
||||||||
|
Three months ended March 31, 2013
|
||||||||||||||
|
Evergreen
|
|
Rainier
|
|
Nevada Security
|
|
Total
|
||||||||
Balance, beginning of period
|
$
|
14,876
|
|
|
$
|
15,110
|
|
|
$
|
22,812
|
|
|
$
|
52,798
|
|
Change in FDIC indemnification asset
|
(1,238
|
)
|
|
(1,568
|
)
|
|
(2,267
|
)
|
|
(5,073
|
)
|
||||
Transfers to due from FDIC and other
|
(473
|
)
|
|
(513
|
)
|
|
(693
|
)
|
|
(1,679
|
)
|
||||
Balance, end of period
|
$
|
13,165
|
|
|
$
|
13,029
|
|
|
$
|
19,852
|
|
|
$
|
46,046
|
|
|
|
|
|
|
|
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
$
|
47,765
|
|
|
$
|
27,428
|
|
Additions for new MSR capitalized
|
2,408
|
|
|
6,403
|
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in model inputs or assumptions
(1)
|
(1,087
|
)
|
|
(1,525
|
)
|
||
Other
(2)
|
134
|
|
|
(209
|
)
|
||
Balance, end of period
|
$
|
49,220
|
|
|
$
|
32,097
|
|
(1)
|
Principally reflects changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates.
|
(2)
|
Represents changes due to collection/realization of expected cash flows over time.
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Balance of loans serviced for others
|
$
|
4,496,662
|
|
|
$
|
4,362,499
|
|
MSR as a percentage of serviced loans
|
1.09
|
%
|
|
1.09
|
%
|
|
March 31, 2014
|
|
December 31, 2013
|
||
Constant prepayment rate
|
13.59
|
%
|
|
12.74
|
%
|
Discount rate
|
8.70
|
%
|
|
8.69
|
%
|
Weighted average life (years)
|
5.7
|
|
|
6.0
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Constant prepayment rate
|
|
|
|
||||
Effect on fair value of a 10% adverse change
|
$
|
(2,338
|
)
|
|
$
|
(2,255
|
)
|
Effect on fair value of a 20% adverse change
|
$
|
(4,479
|
)
|
|
$
|
(4,323
|
)
|
|
|
|
|
||||
Discount rate
|
|
|
|
||||
Effect on fair value of a 100 basis point adverse change
|
$
|
(1,817
|
)
|
|
$
|
(1,832
|
)
|
Effect on fair value of a 200 basis point adverse change
|
$
|
(3,503
|
)
|
|
$
|
(3,534
|
)
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
$
|
21,833
|
|
|
$
|
17,138
|
|
Additions to OREO
|
1,878
|
|
|
5,689
|
|
||
Dispositions of OREO
|
(1,578
|
)
|
|
(3,785
|
)
|
||
Valuation adjustments in the period
|
(99
|
)
|
|
(369
|
)
|
||
Balance, end of period
|
$
|
22,034
|
|
|
$
|
18,673
|
|
|
|
|
Issued
|
|
Carrying
|
|
|
|
Effective
|
|
|
|
|
||||
Trust Name
|
Issue Date
|
|
Amount
|
|
Value (1)
|
|
Rate (2)
|
|
Rate (3)
|
|
Maturity Date
|
|
Redemption Date
|
||||
AT FAIR VALUE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Umpqua Statutory Trust II
|
October 2002
|
|
$
|
20,619
|
|
|
$
|
14,865
|
|
|
Floating (4)
|
|
4.97%
|
|
October 2032
|
|
October 2007
|
Umpqua Statutory Trust III
|
October 2002
|
|
30,928
|
|
|
22,499
|
|
|
Floating (5)
|
|
5.07%
|
|
November 2032
|
|
November 2007
|
||
Umpqua Statutory Trust IV
|
December 2003
|
|
10,310
|
|
|
7,019
|
|
|
Floating (6)
|
|
4.54%
|
|
January 2034
|
|
January 2009
|
||
Umpqua Statutory Trust V
|
December 2003
|
|
10,310
|
|
|
6,998
|
|
|
Floating (6)
|
|
4.54%
|
|
March 2034
|
|
March 2009
|
||
Umpqua Master Trust I
|
August 2007
|
|
41,238
|
|
|
22,887
|
|
|
Floating (7)
|
|
2.85%
|
|
September 2037
|
|
September 2012
|
||
Umpqua Master Trust IB
|
September 2007
|
|
20,619
|
|
|
13,532
|
|
|
Floating (8)
|
|
4.55%
|
|
December 2037
|
|
December 2012
|
||
|
|
|
134,024
|
|
|
87,800
|
|
|
|
|
|
|
|
|
|
||
AT AMORTIZED COST:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
HB Capital Trust I
|
March 2000
|
|
5,310
|
|
|
6,203
|
|
|
10.875%
|
|
8.41%
|
|
March 2030
|
|
March 2010
|
||
Humboldt Bancorp Statutory Trust I
|
February 2001
|
|
5,155
|
|
|
5,809
|
|
|
10.200%
|
|
8.38%
|
|
February 2031
|
|
February 2011
|
||
Humboldt Bancorp Statutory Trust II
|
December 2001
|
|
10,310
|
|
|
11,257
|
|
|
Floating (9)
|
|
3.03%
|
|
December 2031
|
|
December 2006
|
||
Humboldt Bancorp Statutory Trust III
|
September 2003
|
|
27,836
|
|
|
30,313
|
|
|
Floating (10)
|
|
2.49%
|
|
September 2033
|
|
September 2008
|
||
CIB Capital Trust
|
November 2002
|
|
10,310
|
|
|
11,120
|
|
|
Floating (5)
|
|
3.02%
|
|
November 2032
|
|
November 2007
|
||
Western Sierra Statutory Trust I
|
July 2001
|
|
6,186
|
|
|
6,186
|
|
|
Floating (11)
|
|
3.82%
|
|
July 2031
|
|
July 2006
|
||
Western Sierra Statutory Trust II
|
December 2001
|
|
10,310
|
|
|
10,310
|
|
|
Floating (9)
|
|
3.83%
|
|
December 2031
|
|
December 2006
|
||
Western Sierra Statutory Trust III
|
September 2003
|
|
10,310
|
|
|
10,310
|
|
|
Floating (12)
|
|
3.14%
|
|
September 2033
|
|
September 2008
|
||
Western Sierra Statutory Trust IV
|
September 2003
|
|
10,310
|
|
|
10,310
|
|
|
Floating (12)
|
|
3.14%
|
|
September 2033
|
|
September 2008
|
||
|
|
|
96,037
|
|
|
101,818
|
|
|
|
|
|
|
|
|
|
||
|
Total
|
|
$
|
230,061
|
|
|
$
|
189,618
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes purchase accounting adjustments, net of accumulated amortization, for junior subordinated debentures assumed in connection with previous mergers as well as fair value adjustments related to trusts recorded at fair value.
|
(2)
|
Contractual interest rate of junior subordinated debentures.
|
(3)
|
Effective interest rate based upon the carrying value as of
March 31, 2014
.
|
(4)
|
Rate based on LIBOR plus
3.35%
, adjusted quarterly.
|
(5)
|
Rate based on LIBOR plus
3.45%
, adjusted quarterly.
|
(6)
|
Rate based on LIBOR plus
2.85%
, adjusted quarterly.
|
(7)
|
Rate based on LIBOR plus
1.35%
, adjusted quarterly.
|
(8)
|
Rate based on LIBOR plus
2.75%
, adjusted quarterly.
|
(9)
|
Rate based on LIBOR plus
3.60%
, adjusted quarterly.
|
(10)
|
Rate based on LIBOR plus
2.95%
, adjusted quarterly.
|
(11)
|
Rate based on LIBOR plus
3.58%
, adjusted quarterly.
|
(12)
|
Rate based on LIBOR plus
2.90%
, adjusted quarterly.
|
|
As of March 31, 2014
|
||
Commitments to extend credit
|
$
|
1,566,413
|
|
Commitments to extend overdrafts
|
$
|
179,360
|
|
Forward sales commitments
|
$
|
146,405
|
|
Commitments to originate loans held for sale
|
$
|
112,039
|
|
Standby letters of credit
|
$
|
52,736
|
|
|
|
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
Derivatives not designated
|
|
Balance Sheet
|
|
March 31,
|
|
December 31,
|
|
March 31,
|
|
December 31,
|
||||||||
as hedging instrument
|
|
Location
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Interest rate lock commitments
|
|
Other assets/Other liabilities
|
|
$
|
1,394
|
|
|
$
|
706
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate forward sales commitments
|
|
Other assets/Other liabilities
|
|
330
|
|
|
1,250
|
|
|
72
|
|
|
6
|
|
||||
Interest rate swaps
|
|
Other assets/Other liabilities
|
|
15,988
|
|
|
15,965
|
|
|
15,612
|
|
|
14,556
|
|
||||
Total
|
|
|
|
$
|
17,712
|
|
|
$
|
17,921
|
|
|
$
|
15,684
|
|
|
$
|
14,562
|
|
|
|
|
Three months ended
|
||||||
Derivatives not designated
|
|
Income Statement
|
March 31,
|
||||||
as hedging instrument
|
|
Location
|
2014
|
|
2013
|
||||
Interest rate lock commitments
|
|
Mortgage banking revenue
|
$
|
688
|
|
|
$
|
2,467
|
|
Interest rate forward sales commitments
|
|
Mortgage banking revenue
|
(2,648
|
)
|
|
2,631
|
|
||
Interest rate swaps
|
|
Other income
|
(1,214
|
)
|
|
16
|
|
||
Total
|
|
|
$
|
(3,174
|
)
|
|
$
|
5,114
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Statement of Financial Position
|
|
|
||||||||||||||
|
|
Gross Amounts of Recognized Assets/Liabilities
|
|
Gross Amounts Offset in the Statement of Financial Position
|
|
Net Amounts of Assets/Liabilities presented in the Statement of Financial Position
|
|
Financial Instruments
|
|
Collateral Posted
|
|
Net Amount
|
||||||||||||
March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
15,988
|
|
|
$
|
—
|
|
|
$
|
15,988
|
|
|
$
|
(4,930
|
)
|
|
$
|
(6,550
|
)
|
|
$
|
4,508
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
15,612
|
|
|
$
|
—
|
|
|
$
|
15,612
|
|
|
$
|
(4,930
|
)
|
|
$
|
(10,682
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
15,965
|
|
|
$
|
—
|
|
|
$
|
15,965
|
|
|
$
|
(4,852
|
)
|
|
$
|
(2,207
|
)
|
|
$
|
8,906
|
|
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
14,556
|
|
|
$
|
—
|
|
|
$
|
14,556
|
|
|
$
|
(4,852
|
)
|
|
$
|
(9,704
|
)
|
|
$
|
—
|
|
|
Three months ended March 31, 2014
|
|||||||||||
|
|
|
|
|
Weighted-Avg
|
|
|
|||||
|
Options
|
|
Weighted-Avg
|
|
Remaining Contractual
|
|
Aggregate
|
|||||
|
Outstanding
|
|
Exercise Price
|
|
Term (Years)
|
|
Intrinsic Value
|
|||||
Balance, beginning of period
|
981
|
|
|
$
|
16.17
|
|
|
|
|
|
||
Exercised
|
(222
|
)
|
|
$
|
11.77
|
|
|
|
|
|
||
Forfeited/expired
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||
Balance, end of period
|
759
|
|
|
$
|
17.45
|
|
|
3.7
|
|
$
|
2,818
|
|
Options exercisable, end of period
|
662
|
|
|
$
|
18.21
|
|
|
3.3
|
|
$
|
2,200
|
|
|
|
|
Three months ended March 31, 2014
|
|||||
|
Restricted
|
|
Weighted
|
|||
|
Shares
|
|
Average Grant
|
|||
|
Outstanding
|
|
Date Fair Value
|
|||
Balance, beginning of period
|
992
|
|
|
$
|
12.79
|
|
Granted
|
317
|
|
|
$
|
17.31
|
|
Released
|
(311
|
)
|
|
$
|
11.86
|
|
Forfeited/expired
|
(7
|
)
|
|
$
|
14.28
|
|
Balance, end of period
|
991
|
|
|
$
|
14.51
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
NUMERATORS:
|
|
|
|
||||
Net income
|
$
|
18,764
|
|
|
$
|
23,361
|
|
Less:
|
|
|
|
||||
Dividends and undistributed earnings allocated to participating securities
(1)
|
113
|
|
|
183
|
|
||
Net earnings available to common shareholders
|
$
|
18,651
|
|
|
$
|
23,178
|
|
DENOMINATORS:
|
|
|
|
||||
Weighted average number of common shares outstanding - basic
|
112,170
|
|
|
111,937
|
|
||
Effect of potentially dilutive common shares
(2)
|
197
|
|
|
181
|
|
||
Weighted average number of common shares outstanding - diluted
|
112,367
|
|
|
112,118
|
|
||
EARNINGS PER COMMON SHARE:
|
|
|
|
||||
Basic
|
$
|
0.17
|
|
|
$
|
0.21
|
|
Diluted
|
$
|
0.17
|
|
|
$
|
0.21
|
|
(1)
|
Represents dividends paid and undistributed earnings allocated to nonvested restricted stock awards.
|
(2)
|
Represents the effect of the assumed exercise of stock options, vesting of non-participating restricted shares, and vesting of restricted stock units, based on the treasury stock method.
|
|
Three months ended
|
||||
|
March 31,
|
||||
|
2014
|
|
2013
|
||
Stock options
|
336
|
|
|
1,069
|
|
|
Three months ended March 31, 2014
|
||||||||||||||
|
Community
|
|
Wealth
|
|
Home
|
|
|
||||||||
|
Banking
|
|
Management
|
|
Lending
|
|
Consolidated
|
||||||||
Interest income
|
$
|
106,603
|
|
|
$
|
3,553
|
|
|
$
|
5,724
|
|
|
$
|
115,880
|
|
Interest expense
|
7,315
|
|
|
173
|
|
|
554
|
|
|
8,042
|
|
||||
Net interest income
|
99,288
|
|
|
3,380
|
|
|
5,170
|
|
|
107,838
|
|
||||
Provision for non-covered loan and lease losses
|
5,400
|
|
|
—
|
|
|
—
|
|
|
5,400
|
|
||||
Provision for covered loan losses
|
571
|
|
|
—
|
|
|
—
|
|
|
571
|
|
||||
Non-interest income
|
8,522
|
|
|
3,965
|
|
|
10,520
|
|
|
23,007
|
|
||||
Non-interest expense
|
84,540
|
|
|
4,794
|
|
|
7,184
|
|
|
96,518
|
|
||||
Income before income taxes
|
17,299
|
|
|
2,551
|
|
|
8,506
|
|
|
28,356
|
|
||||
Provision for income taxes
|
5,170
|
|
|
1,020
|
|
|
3,402
|
|
|
9,592
|
|
||||
Net income
|
12,129
|
|
|
1,531
|
|
|
5,104
|
|
|
18,764
|
|
||||
Dividends and undistributed earnings allocated
|
|
|
|
|
|
|
|
||||||||
to participating securities
|
113
|
|
|
—
|
|
|
—
|
|
|
113
|
|
||||
Net earnings available to common shareholders
|
$
|
12,016
|
|
|
$
|
1,531
|
|
|
$
|
5,104
|
|
|
$
|
18,651
|
|
|
Three months ended March 31, 2013
|
||||||||||||||
|
Community
|
|
Wealth
|
|
Home
|
|
|
||||||||
|
Banking
|
|
Management
|
|
Lending
|
|
Consolidated
|
||||||||
Interest income
|
$
|
95,011
|
|
|
$
|
3,724
|
|
|
$
|
5,598
|
|
|
$
|
104,333
|
|
Interest expense
|
9,281
|
|
|
190
|
|
|
673
|
|
|
10,144
|
|
||||
Net interest income
|
85,730
|
|
|
3,534
|
|
|
4,925
|
|
|
94,189
|
|
||||
Provision for non-covered loan and lease losses
|
6,988
|
|
|
—
|
|
|
—
|
|
|
6,988
|
|
||||
Provision for covered loan losses
|
232
|
|
|
—
|
|
|
—
|
|
|
232
|
|
||||
Non-interest income
|
6,496
|
|
|
3,790
|
|
|
23,729
|
|
|
34,015
|
|
||||
Non-interest expense
|
71,458
|
|
|
4,002
|
|
|
10,302
|
|
|
85,762
|
|
||||
Income before income taxes
|
13,548
|
|
|
3,322
|
|
|
18,352
|
|
|
35,222
|
|
||||
Provision for income taxes
|
3,191
|
|
|
1,329
|
|
|
7,341
|
|
|
11,861
|
|
||||
Net income
|
10,357
|
|
|
1,993
|
|
|
11,011
|
|
|
23,361
|
|
||||
Dividends and undistributed earnings allocated
|
|
|
|
|
|
|
|
||||||||
to participating securities
|
183
|
|
|
—
|
|
|
—
|
|
|
183
|
|
||||
Net earnings available to common shareholders
|
$
|
10,174
|
|
|
$
|
1,993
|
|
|
$
|
11,011
|
|
|
$
|
23,178
|
|
|
March 31, 2014
|
||||||||||||||
|
Community
|
|
Wealth
|
|
Home
|
|
|
||||||||
|
Banking
|
|
Management
|
|
Lending
|
|
Consolidated
|
||||||||
Total assets
|
$
|
10,993,095
|
|
|
$
|
139,008
|
|
|
$
|
706,623
|
|
|
$
|
11,838,726
|
|
Total loans and leases (covered and non-covered)
|
$
|
7,049,228
|
|
|
$
|
122,883
|
|
|
$
|
581,260
|
|
|
$
|
7,753,371
|
|
Total deposits
|
$
|
8,883,658
|
|
|
$
|
356,787
|
|
|
$
|
33,138
|
|
|
$
|
9,273,583
|
|
|
December 31, 2013
|
||||||||||||||
|
Community
|
|
Wealth
|
|
Home
|
|
|
||||||||
|
Banking
|
|
Management
|
|
Lending
|
|
Consolidated
|
||||||||
Total assets
|
$
|
10,822,990
|
|
|
$
|
126,060
|
|
|
$
|
687,062
|
|
|
$
|
11,636,112
|
|
Total loans and leases (covered and non-covered)
|
$
|
7,076,279
|
|
|
$
|
110,087
|
|
|
$
|
532,029
|
|
|
$
|
7,718,395
|
|
Total deposits
|
$
|
8,734,175
|
|
|
$
|
356,784
|
|
|
$
|
26,701
|
|
|
$
|
9,117,660
|
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
||||||||
|
Value
|
|
Value
|
|
Value
|
|
Value
|
||||||||
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,085,108
|
|
|
$
|
1,085,108
|
|
|
$
|
790,423
|
|
|
$
|
790,423
|
|
Trading securities
|
4,498
|
|
|
4,498
|
|
|
5,958
|
|
|
5,958
|
|
||||
Securities available for sale
|
1,701,730
|
|
|
1,701,730
|
|
|
1,790,978
|
|
|
1,790,978
|
|
||||
Securities held to maturity
|
5,465
|
|
|
5,790
|
|
|
5,563
|
|
|
5,874
|
|
||||
Loans held for sale, at fair value
|
73,106
|
|
|
73,106
|
|
|
104,664
|
|
|
104,664
|
|
||||
Non-covered loans and leases, net
|
7,324,399
|
|
|
7,310,441
|
|
|
7,269,089
|
|
|
7,250,596
|
|
||||
Covered loans, net
|
342,263
|
|
|
383,114
|
|
|
363,992
|
|
|
409,555
|
|
||||
Restricted equity securities
|
29,948
|
|
|
29,948
|
|
|
30,685
|
|
|
30,685
|
|
||||
Mortgage servicing rights
|
49,220
|
|
|
49,220
|
|
|
47,765
|
|
|
47,765
|
|
||||
Bank owned life insurance assets
|
97,589
|
|
|
97,589
|
|
|
96,938
|
|
|
96,938
|
|
||||
FDIC indemnification asset
|
18,362
|
|
|
4,363
|
|
|
23,174
|
|
|
6,001
|
|
||||
Derivatives
|
17,712
|
|
|
17,712
|
|
|
17,921
|
|
|
17,921
|
|
||||
Visa Class B common stock
|
—
|
|
|
40,422
|
|
|
—
|
|
|
41,700
|
|
||||
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
||||||||
Deposits
|
$
|
9,273,583
|
|
|
$
|
9,280,543
|
|
|
$
|
9,117,660
|
|
|
$
|
9,125,832
|
|
Securities sold under agreements to repurchase
|
262,483
|
|
|
262,483
|
|
|
224,882
|
|
|
224,882
|
|
||||
Term debt
|
250,964
|
|
|
273,750
|
|
|
251,494
|
|
|
270,004
|
|
||||
Junior subordinated debentures, at fair value
|
87,800
|
|
|
87,800
|
|
|
87,274
|
|
|
87,274
|
|
||||
Junior subordinated debentures, at amortized cost
|
101,818
|
|
|
72,440
|
|
|
101,899
|
|
|
72,009
|
|
||||
Derivatives
|
15,684
|
|
|
15,684
|
|
|
14,562
|
|
|
14,562
|
|
|
March 31, 2014
|
||||||||||||||
Description
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,085,108
|
|
|
$
|
1,085,108
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities held to maturity
|
4,498
|
|
|
—
|
|
|
—
|
|
|
4,498
|
|
||||
Non-covered loans and leases, net
|
7,310,441
|
|
|
—
|
|
|
—
|
|
|
7,310,441
|
|
||||
Covered loans, net
|
383,114
|
|
|
—
|
|
|
—
|
|
|
383,114
|
|
||||
Restricted equity securities
|
29,948
|
|
|
29,948
|
|
|
—
|
|
|
—
|
|
||||
Bank owned life insurance assets
|
97,589
|
|
|
97,589
|
|
|
—
|
|
|
—
|
|
||||
FDIC indemnification asset
|
4,363
|
|
|
—
|
|
|
—
|
|
|
4,363
|
|
||||
Visa Class B common stock
|
40,422
|
|
|
—
|
|
|
—
|
|
|
40,422
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Deposits
|
|
|
|
|
|
|
|
||||||||
Non-maturity deposits
|
$
|
7,752,846
|
|
|
$
|
7,752,846
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deposits with stated maturities
|
1,527,697
|
|
|
—
|
|
|
1,527,697
|
|
|
—
|
|
||||
Securities sold under agreements to repurchase
|
262,483
|
|
|
—
|
|
|
262,483
|
|
|
—
|
|
||||
Term debt
|
273,750
|
|
|
—
|
|
|
273,750
|
|
|
—
|
|
||||
Junior subordinated debentures, at amortized cost
|
72,440
|
|
|
—
|
|
|
—
|
|
|
72,440
|
|
|
December 31, 2013
|
||||||||||||||
Description
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
790,423
|
|
|
$
|
790,423
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities held to maturity
|
5,958
|
|
|
—
|
|
|
—
|
|
|
5,958
|
|
||||
Non-covered loans and leases, net
|
7,250,596
|
|
|
—
|
|
|
—
|
|
|
7,250,596
|
|
||||
Covered loans, net
|
409,555
|
|
|
—
|
|
|
—
|
|
|
409,555
|
|
||||
Restricted equity securities
|
30,685
|
|
|
30,685
|
|
|
—
|
|
|
—
|
|
||||
Bank owned life insurance assets
|
96,938
|
|
|
96,938
|
|
|
—
|
|
|
—
|
|
||||
FDIC indemnification asset
|
6,001
|
|
|
—
|
|
|
—
|
|
|
6,001
|
|
||||
Visa Class B common stock
|
41,700
|
|
|
—
|
|
|
—
|
|
|
41,700
|
|
||||
LIABILITIES
|
|
|
|
|
|
|
|
||||||||
Deposits
|
|
|
|
|
|
|
|
||||||||
Non-maturity deposits
|
$
|
7,580,192
|
|
|
$
|
7,580,192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deposits with stated maturities
|
1,545,640
|
|
|
—
|
|
|
1,545,640
|
|
|
—
|
|
||||
Securities sold under agreements to repurchase
|
224,882
|
|
|
—
|
|
|
224,882
|
|
|
—
|
|
||||
Term debt
|
270,004
|
|
|
—
|
|
|
270,004
|
|
|
—
|
|
||||
Junior subordinated debentures, at amortized cost
|
72,009
|
|
|
—
|
|
|
—
|
|
|
72,009
|
|
|
March 31, 2014
|
||||||||||||||
Description
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Trading securities
|
|
|
|
|
|
|
|
||||||||
Obligations of states and political subdivisions
|
$
|
401
|
|
|
$
|
—
|
|
|
$
|
401
|
|
|
$
|
—
|
|
Equity securities
|
4,002
|
|
|
4,002
|
|
|
—
|
|
|
—
|
|
||||
Other investments securities
(1)
|
95
|
|
|
—
|
|
|
95
|
|
|
—
|
|
||||
Available for sale securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agencies
|
261
|
|
|
—
|
|
|
261
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
229,679
|
|
|
—
|
|
|
229,679
|
|
|
—
|
|
||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
||||||||
collateralized mortgage obligations
|
1,469,816
|
|
|
—
|
|
|
1,469,816
|
|
|
—
|
|
||||
Other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Investments in mutual funds and other equity securities
|
1,974
|
|
|
—
|
|
|
1,974
|
|
|
—
|
|
||||
Loans held for sale, at fair value
|
73,106
|
|
|
|
|
73,106
|
|
|
|
||||||
Mortgage servicing rights, at fair value
|
49,220
|
|
|
—
|
|
|
—
|
|
|
49,220
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
1,394
|
|
|
—
|
|
|
—
|
|
|
1,394
|
|
||||
Interest rate forward sales commitments
|
330
|
|
|
—
|
|
|
330
|
|
|
—
|
|
||||
Interest rate swaps
|
15,988
|
|
|
—
|
|
|
15,988
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,846,266
|
|
|
$
|
4,002
|
|
|
$
|
1,791,650
|
|
|
$
|
50,614
|
|
Junior subordinated debentures, at fair value
|
$
|
87,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87,800
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate forward sales commitments
|
72
|
|
|
—
|
|
|
72
|
|
|
—
|
|
||||
Interest rate swaps
|
15,612
|
|
|
—
|
|
|
15,612
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
103,484
|
|
|
$
|
—
|
|
|
$
|
15,684
|
|
|
$
|
87,800
|
|
|
December 31, 2013
|
||||||||||||||
Description
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Trading securities
|
|
|
|
|
|
|
|
||||||||
Obligations of states and political subdivisions
|
$
|
2,366
|
|
|
$
|
—
|
|
|
$
|
2,366
|
|
|
$
|
—
|
|
Equity securities
|
3,498
|
|
|
3,498
|
|
|
—
|
|
|
—
|
|
||||
Other investments securities
(1)
|
94
|
|
|
—
|
|
|
94
|
|
|
—
|
|
||||
Available for sale securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agencies
|
268
|
|
|
—
|
|
|
268
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
235,205
|
|
|
—
|
|
|
235,205
|
|
|
—
|
|
||||
Residential mortgage-backed securities and
|
|
|
|
|
|
|
|
||||||||
collateralized mortgage obligations
|
1,553,541
|
|
|
—
|
|
|
1,553,541
|
|
|
—
|
|
||||
Other debt securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Investments in mutual funds and other equity securities
|
1,964
|
|
|
—
|
|
|
1,964
|
|
|
—
|
|
||||
Loans held for sale, at fair value
|
104,664
|
|
|
|
|
104,664
|
|
|
|
||||||
Mortgage servicing rights, at fair value
|
47,765
|
|
|
—
|
|
|
—
|
|
|
47,765
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
706
|
|
|
—
|
|
|
—
|
|
|
706
|
|
||||
Interest rate forward sales commitments
|
1,250
|
|
|
—
|
|
|
1,250
|
|
|
—
|
|
||||
Interest rate swaps
|
15,965
|
|
|
—
|
|
|
15,965
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,967,286
|
|
|
$
|
3,498
|
|
|
$
|
1,915,317
|
|
|
$
|
48,471
|
|
Junior subordinated debentures, at fair value
|
$
|
87,274
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
87,274
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Interest rate forward sales commitments
|
6
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Interest rate swaps
|
14,556
|
|
|
—
|
|
|
14,556
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
101,836
|
|
|
$
|
—
|
|
|
$
|
14,562
|
|
|
$
|
87,274
|
|
(1)
|
Principally represents U.S. Treasury and agencies or residential mortgage-backed securities issued or guaranteed by governmental agencies.
|
Financial Instrument
|
Valuation Technique
|
Unobservable Input
|
Weighted Average (Range)
|
Mortgage servicing rights
|
Discounted cash flow
|
|
|
|
|
Constant Prepayment Rate
|
13.59%
|
|
|
Discount Rate
|
8.7%
|
Interest rate lock commitment
|
Internal Pricing Model
|
|
|
|
|
Pull-through rate
|
76.4%
|
Junior subordinated debentures
|
Discounted cash flow
|
|
|
|
|
Credit Spread
|
6.53%
|
Three months ended March 31,
|
Beginning
Balance
|
|
Change
included in
earnings
|
|
Purchases and issuances
|
|
Sales and settlements
|
|
Ending
Balance
|
|
Net change in
unrealized gains
or (losses) relating
to items held at
end of period
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage servicing rights
|
$
|
47,765
|
|
|
$
|
(953
|
)
|
|
$
|
2,408
|
|
|
$
|
—
|
|
|
$
|
49,220
|
|
|
$
|
(394
|
)
|
Interest rate lock commitment
|
706
|
|
|
(706
|
)
|
|
4,634
|
|
|
(3,240
|
)
|
|
1,394
|
|
|
1,394
|
|
||||||
Junior subordinated debentures
|
87,274
|
|
|
1,490
|
|
|
—
|
|
|
(964
|
)
|
|
87,800
|
|
|
1,490
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Mortgage servicing rights
|
$
|
27,428
|
|
|
$
|
(1,734
|
)
|
|
$
|
6,403
|
|
|
$
|
—
|
|
|
$
|
32,097
|
|
|
$
|
(512
|
)
|
Interest rate lock commitment
|
1,478
|
|
|
(1,478
|
)
|
|
17,425
|
|
|
(13,479
|
)
|
|
3,946
|
|
|
2,467
|
|
||||||
Junior subordinated debentures
|
85,081
|
|
|
1,511
|
|
|
—
|
|
|
(976
|
)
|
|
85,616
|
|
|
1,511
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2014
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Non-covered loans and leases
|
$
|
12,470
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,470
|
|
Non-covered other real estate owned
|
563
|
|
|
—
|
|
|
—
|
|
|
563
|
|
||||
Covered other real estate owned
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
$
|
13,033
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,033
|
|
|
December 31, 2013
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Non-covered loans and leases
|
$
|
20,421
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,421
|
|
Non-covered other real estate owned
|
1,986
|
|
|
—
|
|
|
—
|
|
|
1,986
|
|
||||
Covered other real estate owned
|
2,770
|
|
|
—
|
|
|
—
|
|
|
2,770
|
|
||||
|
$
|
25,177
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,177
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Non-covered loans and leases
|
$
|
2,585
|
|
|
$
|
8,279
|
|
Non-covered other real estate owned
|
99
|
|
|
369
|
|
||
Covered other real estate owned
|
—
|
|
|
554
|
|
||
Total loss from nonrecurring measurements
|
$
|
2,684
|
|
|
$
|
9,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
|
|
|
|
Fair Value
|
|
|
|
|
|
Fair Value
|
||||||||||||
|
|
|
Aggregate
|
|
Less Aggregate
|
|
|
|
Aggregate
|
|
Less Aggregate
|
||||||||||||
|
|
|
Unpaid
|
|
Unpaid
|
|
|
|
Unpaid
|
|
Unpaid
|
||||||||||||
|
Fair
|
|
Principal
|
|
Principal
|
|
Fair
|
|
Principal
|
|
Principal
|
||||||||||||
|
Value
|
|
Balance
|
|
Balance
|
|
Value
|
|
Balance
|
|
Balance
|
||||||||||||
Loans held for sale
|
$
|
73,106
|
|
|
$
|
69,913
|
|
|
$
|
3,193
|
|
|
$
|
104,664
|
|
|
$
|
101,795
|
|
|
$
|
2,869
|
|
•
|
our ability to attract new deposits and loans and leases;
|
•
|
demand for financial services in our market areas;
|
•
|
competitive market pricing factors;
|
•
|
deterioration in economic conditions that could result in increased loan and lease losses;
|
•
|
risks associated with concentrations in real estate related loans;
|
•
|
market interest rate volatility;
|
•
|
compression of our net interest margin;
|
•
|
stability of funding sources and continued availability of borrowings;
|
•
|
changes in legal or regulatory requirements or the results of regulatory examinations that could restrict growth;
|
•
|
our ability to recruit and retain key management and staff;
|
•
|
availability of, and competition for acquisition opportunities;
|
•
|
risks associated with merger and acquisition integration;
|
•
|
significant decline in the market value of the Company that could result in an impairment of goodwill;
|
•
|
our ability to raise capital or incur debt on reasonable terms;
|
•
|
regulatory limits on the Bank’s ability to pay dividends to the Company;
|
•
|
the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and related rules and regulations on the Company’s business operations and competitiveness, including the impact of executive compensation restrictions, which may affect the Company’s ability to retain and recruit executives in competition with firms in other industries who do not operate under those restrictions;
|
•
|
the impact of the Dodd-Frank Act on the Company’s interest expense, FDIC deposit insurance
assessments, regulatory compliance expenses, and interchange fee revenue, which includes a maximum permissible interchange fee that an issuer may receive for an electronic debit transaction, resulting in a decrease in interchange revenue on an average transaction; and
|
•
|
the impact of “Basel III” capital rules that could require the Company to adjust the fair value, including the acceleration of losses, of the trust preferred securities.
|
•
|
benefits from the Merger may not be fully realized or may take longer to realize than expected, including as a result of changes in general economic and market conditions, interest rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which we operate;
|
•
|
Sterling’s business may not be integrated into Umpqua’s successfully, or such integration may take longer to accomplish than expected;
|
•
|
the anticipated growth opportunities and cost savings from the Merger may not be fully realized or may take longer to realize than expected;
|
•
|
operating costs, customer losses and business disruption following the Merger, including adverse developments in relationships with employees, may be greater than expected; and
|
•
|
management's time and effort will be diverted to the resolution of Merger-related issues.
|
•
|
Net earnings available to common shareholders per diluted common share were
$0.17
for the
three
months ended
March 31, 2014
, as compared to
$0.21
for the
three
months ended
March 31, 2013
. Operating income per diluted common share, defined as earnings available to common shareholders before net gains or losses on junior subordinated debentures carried at fair value, net of tax and merger related expenses, net of tax, divided by the same diluted share total used in determining diluted earnings per common share, were
$0.21
for the
three
months ended
March 31, 2014
, as compared to operating income per diluted common share of
$0.22
for the
three
months ended
March 31, 2013
. Operating income per diluted share is considered a “non-GAAP” financial measure. More information regarding this measurement and reconciliation to the comparable GAAP measurement is provided under the heading
Results of Operations - Overview
below.
|
•
|
Net interest margin, on a tax equivalent basis was
4.28%
for the
three
months ended
March 31, 2014
, compared to
3.77%
for the
three
months ended
March 31, 2013
. The increase in net interest margin for the three months ended
March 31, 2014
is attributable to an increase in loan and lease yields, an increase in investment yields, the increase in average non-covered loans outstanding, the decrease in the cost of interest bearing deposits, and the decline in average interest bearing liabilities, partially offset by the decrease in average covered loan balances and the increase in average interest bearing cash. Excluding the impact of loan disposal gains from the covered loan portfolio and interest and fee reversals on non-accrual loans, our adjusted net interest margin was
4.12%
for the
three
months ended
March 31, 2014
, as compared to adjusted net interest margin of
3.69%
for the
three
months ended
March 31,
|
•
|
The provision for non-covered loan and lease losses was
$5.4 million
for the
three
months ended
March 31, 2014
, as compared to the
$7.0 million
recognized for the
three
months ended
March 31, 2013
. This decrease resulted primarily from a decrease in net charge-offs as a result of continued reduction of non-performing loans, partially offset by an increase in provision related to growth in the FinPac portfolio.
|
•
|
Mortgage banking revenue was
$10.4 million
for the
three
months ended
March 31, 2014
, compared to
$23.6 million
for the
three
months ended
March 31, 2013
. Closed mortgage volume decreased
42%
in the three months ended
March 31, 2014
, compared to the prior year same period, due to lower refinancing activity, partially offset by increased purchase activity, as a result of increasing interest rates.
|
•
|
Total gross non-covered loans and leases were
$7.4 billion
as of
March 31, 2014
, an increase of
$56.7 million
, or
0.8%
, as compared to
December 31, 2013
. This increase is attributable to growth in the residential mortgage, lease financing, owner occupied commercial real estate and commercial lines of credit portfolios.
|
•
|
Total deposits were
$9.3 billion
as of
March 31, 2014
, an increase of
$155.9 million
, or
1.7%
, as compared to
December 31, 2013
. The increase was concentrated in money market, savings, and non-interest bearing demand accounts, partially offset by lower interest bearing demand and certificate of deposit balances.
|
•
|
Total consolidated assets were
$11.8 billion
as of
March 31, 2014
, compared to
$11.6 billion
at
December 31, 2013
.
|
•
|
Non-covered, non-performing assets increased to
$62.2 million
, or
0.53%
of total assets, as of
March 31, 2014
, as compared to
$57.2 million
, or
0.49%
of total assets, as of
December 31, 2013
. Non-covered, non-performing loans decreased to
$40.2 million
, or
0.54%
of total non-covered loans, as of
March 31, 2014
, as compared to
$35.3 million
, or
0.48%
of total non-covered loans as of
December 31, 2013
. Non-accrual loans have been written-down to their estimated net realizable values.
|
•
|
Net charge-offs on non-covered loans were
$4.0 million
for the three months ended
March 31, 2014
, or
0.22%
of average non-covered loans and leases (annualized), as compared to net charge-offs of
$7.7 million
, or
0.47%
of average non-covered loans and leases (annualized), for the three months ended
March 31, 2013
.
|
•
|
Total risk based capital was
14.7%
as of
March 31, 2014
, consistent with
December 31, 2013
.
|
•
|
Cash dividends declared in the
first quarter
of
2014
were
$0.15
per common share, compared to cash dividends declared in the
first quarter
of
2013
of
$0.10
per common share.
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Net earnings available to common shareholders
|
$
|
18,651
|
|
|
$
|
23,178
|
|
Adjustments:
|
|
|
|
||||
Net loss on junior subordinated debentures carried at fair value, net of tax
|
325
|
|
|
325
|
|
||
Merger-related expenses, net of tax
|
5,073
|
|
|
919
|
|
||
Operating earnings
|
$
|
24,049
|
|
|
$
|
24,422
|
|
Per diluted share:
|
|
|
|
||||
Net earnings available to common shareholders
|
$
|
0.17
|
|
|
$
|
0.21
|
|
Adjustments:
|
|
|
|
||||
Net loss on junior subordinated debentures carried at fair value, net of tax
|
—
|
|
|
—
|
|
||
Merger-related expenses, net of tax
|
0.04
|
|
|
0.01
|
|
||
Operating earnings
|
$
|
0.21
|
|
|
$
|
0.22
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Net interest income - tax equivalent basis (1)
|
$
|
108,930
|
|
|
$
|
95,360
|
|
Adjustments:
|
|
|
|
||||
Interest and fee reversals on non-accrual loans
|
122
|
|
|
1,085
|
|
||
Covered loan disposal gains
|
(4,259
|
)
|
|
(3,154
|
)
|
||
Adjusted net interest income - tax equivalent basis (1)
|
$
|
104,793
|
|
|
$
|
93,291
|
|
Average interest earning assets
|
$
|
10,310,116
|
|
|
$
|
10,250,643
|
|
Net interest margin - consolidated (1)
|
4.28
|
%
|
|
3.77
|
%
|
||
Adjusted net interest margin - consolidated (1)
|
4.12
|
%
|
|
3.69
|
%
|
(1)
|
Tax-exempt income has been adjusted to a tax equivalent basis at a 35% tax rate. The amount of such adjustment was an addition to recorded income of approximately
$1.1 million
and
$1.2 million
for the three months ended
March 31, 2014
and
2013
, respectively.
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Returns on average assets:
|
|
|
|
||||
Net earnings available to common shareholders
|
0.65
|
%
|
|
0.82
|
%
|
||
Operating earnings
|
0.84
|
%
|
|
0.86
|
%
|
||
Returns on average common shareholders' equity:
|
|
|
|
||||
Net earnings available to common shareholders
|
4.35
|
%
|
|
5.43
|
%
|
||
Operating earnings
|
5.61
|
%
|
|
5.72
|
%
|
||
Returns on average tangible common shareholders' equity:
|
|
|
|
||||
Net earnings available to common shareholders
|
7.86
|
%
|
|
8.99
|
%
|
||
Operating earnings
|
10.13
|
%
|
|
9.47
|
%
|
||
Calculation of average common tangible shareholders' equity:
|
|
|
|
||||
Average common shareholders' equity
|
$
|
1,738,680
|
|
|
$
|
1,730,538
|
|
Less: average goodwill and other intangible assets, net
|
(776,006
|
)
|
|
(684,631
|
)
|
||
Average tangible common shareholders' equity
|
$
|
962,674
|
|
|
$
|
1,045,907
|
|
|
March 31,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Total shareholders' equity
|
$
|
1,734,476
|
|
|
$
|
1,727,426
|
|
Subtract:
|
|
|
|
||||
Goodwill and other intangible assets, net
|
775,488
|
|
|
776,683
|
|
||
Tangible common shareholders' equity
|
$
|
958,988
|
|
|
$
|
950,743
|
|
Total assets
|
$
|
11,838,726
|
|
|
$
|
11,636,112
|
|
Subtract:
|
|
|
|
||||
Goodwill and other intangible assets, net
|
775,488
|
|
|
776,683
|
|
||
Tangible assets
|
$
|
11,063,238
|
|
|
$
|
10,859,429
|
|
Tangible common equity ratio
|
8.67
|
%
|
|
8.75
|
%
|
|
Three months ended
|
|
Three months ended
|
||||||||||||||||||
|
March 31, 2014
|
|
March 31, 2013
|
||||||||||||||||||
|
|
|
Interest
|
|
Average
|
|
|
|
Interest
|
|
Average
|
||||||||||
|
Average
|
|
Income or
|
|
Yields or
|
|
Average
|
|
Income or
|
|
Yields or
|
||||||||||
|
Balance
|
|
Expense
|
|
Rates
|
|
Balance
|
|
Expense
|
|
Rates
|
||||||||||
INTEREST-EARNING ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-covered loans and leases (1)
|
$
|
7,461,789
|
|
|
$
|
91,268
|
|
|
4.96
|
%
|
|
$
|
6,843,785
|
|
|
$
|
78,545
|
|
|
4.65
|
%
|
Covered loans, net
|
347,984
|
|
|
12,718
|
|
|
14.82
|
%
|
|
459,952
|
|
|
14,580
|
|
|
12.86
|
%
|
||||
Taxable securities
|
1,562,849
|
|
|
9,341
|
|
|
2.39
|
%
|
|
2,303,159
|
|
|
8,668
|
|
|
1.51
|
%
|
||||
Non-taxable securities (2)
|
231,520
|
|
|
3,204
|
|
|
5.54
|
%
|
|
260,335
|
|
|
3,459
|
|
|
5.32
|
%
|
||||
Temporary investments and interest-bearing deposits
|
705,974
|
|
|
441
|
|
|
0.25
|
%
|
|
383,412
|
|
|
252
|
|
|
0.27
|
%
|
||||
Total interest earning assets
|
10,310,116
|
|
|
116,972
|
|
|
4.60
|
%
|
|
10,250,643
|
|
|
105,504
|
|
|
4.17
|
%
|
||||
Allowance for non-covered loan and lease losses
|
(86,918
|
)
|
|
|
|
|
|
(84,705
|
)
|
|
|
|
|
||||||||
Other assets
|
1,415,159
|
|
|
|
|
|
|
1,330,906
|
|
|
|
|
|
||||||||
Total assets
|
$
|
11,638,357
|
|
|
|
|
|
|
$
|
11,496,844
|
|
|
|
|
|
||||||
INTEREST-BEARING LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing checking and savings accounts
|
$
|
5,179,485
|
|
|
$
|
1,194
|
|
|
0.09
|
%
|
|
$
|
4,963,484
|
|
|
$
|
1,296
|
|
|
0.11
|
%
|
Time deposits
|
1,516,544
|
|
|
2,654
|
|
|
0.71
|
%
|
|
1,973,748
|
|
|
4,582
|
|
|
0.94
|
%
|
||||
Federal funds purchased and repurchase agreements
|
240,521
|
|
|
41
|
|
|
0.07
|
%
|
|
132,570
|
|
|
31
|
|
|
0.09
|
%
|
||||
Term debt
|
251,189
|
|
|
2,273
|
|
|
3.67
|
%
|
|
253,306
|
|
|
2,273
|
|
|
3.64
|
%
|
||||
Junior subordinated debentures
|
189,041
|
|
|
1,880
|
|
|
4.03
|
%
|
|
192,641
|
|
|
1,962
|
|
|
4.13
|
%
|
||||
Total interest-bearing liabilities
|
7,376,780
|
|
|
8,042
|
|
|
0.44
|
%
|
|
7,515,749
|
|
|
10,144
|
|
|
0.55
|
%
|
||||
Non-interest-bearing deposits
|
2,414,001
|
|
|
|
|
|
|
2,155,110
|
|
|
|
|
|
||||||||
Other liabilities
|
108,896
|
|
|
|
|
|
|
95,447
|
|
|
|
|
|
||||||||
Total liabilities
|
9,899,677
|
|
|
|
|
|
|
9,766,306
|
|
|
|
|
|
||||||||
Common equity
|
1,738,680
|
|
|
|
|
|
|
1,730,538
|
|
|
|
|
|
||||||||
Total liabilities and shareholders' equity
|
$
|
11,638,357
|
|
|
|
|
|
|
$
|
11,496,844
|
|
|
|
|
|
||||||
NET INTEREST INCOME
|
|
|
$
|
108,930
|
|
|
|
|
|
|
$
|
95,360
|
|
|
|
||||||
NET INTEREST SPREAD
|
|
|
|
|
4.16
|
%
|
|
|
|
|
|
3.62
|
%
|
||||||||
AVERAGE YIELD ON EARNING ASSETS (1), (2)
|
|
|
|
|
4.60
|
%
|
|
|
|
|
|
4.17
|
%
|
||||||||
INTEREST EXPENSE TO EARNING ASSETS
|
|
|
|
|
0.32
|
%
|
|
|
|
|
|
0.40
|
%
|
||||||||
NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)
|
|
|
|
|
4.28
|
%
|
|
|
|
|
|
3.77
|
%
|
(1)
|
Non-covered non-accrual loans, leases, and mortgage loans held for sale are included in the average balance.
|
(2)
|
Tax-exempt income has been adjusted to a tax equivalent basis at a 35% tax rate. The amount of such adjustment was an addition to recorded income of approximately
$1.1 million
and
$1.2 million
for the three months ended
March 31, 2014
and
2013
, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31,
|
||||||||||
|
2014 compared to 2013
|
||||||||||
|
Increase (decrease) in interest income
|
||||||||||
|
and expense due to changes in
|
||||||||||
|
Volume
|
|
Rate
|
|
Total
|
||||||
INTEREST-EARNING ASSETS:
|
|
|
|
|
|
||||||
Non-covered loans and leases
|
$
|
7,363
|
|
|
$
|
5,360
|
|
|
$
|
12,723
|
|
Covered loans
|
(3,882
|
)
|
|
2,020
|
|
|
(1,862
|
)
|
|||
Taxable securities
|
(3,365
|
)
|
|
4,038
|
|
|
673
|
|
|||
Non-taxable securities
(1)
|
(395
|
)
|
|
140
|
|
|
(255
|
)
|
|||
Temporary investments and interest bearing deposits
|
202
|
|
|
(13
|
)
|
|
189
|
|
|||
Total
(1)
|
(77
|
)
|
|
11,545
|
|
|
11,468
|
|
|||
INTEREST-BEARING LIABILITIES:
|
|
|
|
|
|
||||||
Interest bearing checking and savings accounts
|
55
|
|
|
(157
|
)
|
|
(102
|
)
|
|||
Time deposits
|
(934
|
)
|
|
(994
|
)
|
|
(1,928
|
)
|
|||
Repurchase agreements and federal funds
|
20
|
|
|
(10
|
)
|
|
10
|
|
|||
Term debt
|
(19
|
)
|
|
19
|
|
|
—
|
|
|||
Junior subordinated debentures
|
(37
|
)
|
|
(45
|
)
|
|
(82
|
)
|
|||
Total
|
(915
|
)
|
|
(1,187
|
)
|
|
(2,102
|
)
|
|||
Net increase in net interest income
(1)
|
$
|
838
|
|
|
$
|
12,732
|
|
|
$
|
13,570
|
|
(1)
|
Tax exempt income has been adjusted to a tax equivalent basis at a 35% tax rate.
|
|
|
|
|
|
|
|
Three months ended
|
|||||||||||||
|
March 31,
|
|||||||||||||
|
|
|
|
|
Change
|
|
Change
|
|||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percent
|
|||||||
Service charges on deposit accounts
|
$
|
7,767
|
|
|
$
|
6,992
|
|
|
$
|
775
|
|
|
11
|
%
|
Brokerage commissions and fees
|
3,725
|
|
|
3,636
|
|
|
89
|
|
|
2
|
%
|
|||
Mortgage banking revenue, net
|
10,439
|
|
|
23,568
|
|
|
(13,129
|
)
|
|
(56
|
)%
|
|||
Gain on investment securities, net
|
—
|
|
|
7
|
|
|
(7
|
)
|
|
(100
|
)%
|
|||
Loss on junior subordinated debentures carried at fair value
|
(542
|
)
|
|
(542
|
)
|
|
—
|
|
|
—
|
%
|
|||
Change in FDIC indemnification asset
|
(4,840
|
)
|
|
(5,073
|
)
|
|
233
|
|
|
(5
|
)%
|
|||
Other income
|
6,458
|
|
|
5,427
|
|
|
1,031
|
|
|
19
|
%
|
|||
Total
|
$
|
23,007
|
|
|
$
|
34,015
|
|
|
$
|
(11,008
|
)
|
|
(32
|
)%
|
|
Three months ended
|
|||||||||||||
|
March 31,
|
|||||||||||||
|
|
|
|
|
Change
|
|
Change
|
|||||||
|
2014
|
|
2013
|
|
Amount
|
|
Percent
|
|||||||
Salaries and employee benefits
|
$
|
53,218
|
|
|
$
|
51,505
|
|
|
$
|
1,713
|
|
|
3
|
%
|
Net occupancy and equipment
|
16,501
|
|
|
14,735
|
|
|
1,766
|
|
|
12
|
%
|
|||
Communications
|
2,902
|
|
|
3,203
|
|
|
(301
|
)
|
|
(9
|
)%
|
|||
Marketing
|
1,005
|
|
|
861
|
|
|
144
|
|
|
17
|
%
|
|||
Services
|
5,990
|
|
|
5,893
|
|
|
97
|
|
|
2
|
%
|
|||
Supplies
|
896
|
|
|
718
|
|
|
178
|
|
|
25
|
%
|
|||
FDIC assessments
|
1,863
|
|
|
1,651
|
|
|
212
|
|
|
13
|
%
|
|||
Net gain on non-covered other real estate owned
|
(18
|
)
|
|
(130
|
)
|
|
112
|
|
|
(86
|
)%
|
|||
Net (gain) loss on covered other real estate owned
|
(46
|
)
|
|
284
|
|
|
(330
|
)
|
|
(116
|
)%
|
|||
Intangible amortization
|
1,194
|
|
|
1,204
|
|
|
(10
|
)
|
|
(1
|
)%
|
|||
Merger related expenses
|
5,983
|
|
|
1,531
|
|
|
4,452
|
|
|
291
|
%
|
|||
Other expenses
|
7,030
|
|
|
4,307
|
|
|
2,723
|
|
|
63
|
%
|
|||
Total
|
$
|
96,518
|
|
|
$
|
85,762
|
|
|
$
|
10,756
|
|
|
13
|
%
|
|
Investment Securities Available for Sale
|
||||||||||||
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Fair Value
|
|
%
|
|
Fair Value
|
|
%
|
||||||
U.S. Treasury and agencies
|
$
|
261
|
|
|
—
|
%
|
|
$
|
268
|
|
|
—
|
%
|
Obligations of states and political subdivisions
|
229,679
|
|
|
14
|
%
|
|
235,205
|
|
|
13
|
%
|
||
Residential mortgage-backed securities and collateralized mortgage obligations
|
1,469,816
|
|
|
86
|
%
|
|
1,553,541
|
|
|
87
|
%
|
||
Investments in mutual funds and other equity securities
|
1,974
|
|
|
—
|
%
|
|
1,964
|
|
|
—
|
%
|
||
Total
|
$
|
1,701,730
|
|
|
100
|
%
|
|
$
|
1,790,978
|
|
|
100
|
%
|
|
Investment Securities Held to Maturity
|
||||||||||||
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Amortized
|
|
|
|
Amortized
|
|
|
||||||
|
Cost
|
|
%
|
|
Cost
|
|
%
|
||||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
$
|
5,465
|
|
|
100
|
%
|
|
$
|
5,563
|
|
|
100
|
%
|
Total
|
$
|
5,465
|
|
|
100
|
%
|
|
$
|
5,563
|
|
|
100
|
%
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
$
|
2,311,952
|
|
|
31.2
|
%
|
|
$
|
2,328,260
|
|
|
31.7
|
%
|
Owner occupied term, net
|
1,282,482
|
|
|
17.3
|
%
|
|
1,259,583
|
|
|
17.1
|
%
|
||
Multifamily, net
|
400,927
|
|
|
5.4
|
%
|
|
403,537
|
|
|
5.5
|
%
|
||
Construction & development, net
|
229,262
|
|
|
3.1
|
%
|
|
245,231
|
|
|
3.3
|
%
|
||
Residential development, net
|
89,510
|
|
|
1.2
|
%
|
|
88,413
|
|
|
1.2
|
%
|
||
Commercial
|
|
|
|
|
|
|
|
||||||
Term, net
|
735,004
|
|
|
9.9
|
%
|
|
770,845
|
|
|
10.5
|
%
|
||
LOC & other, net
|
1,005,800
|
|
|
13.6
|
%
|
|
987,360
|
|
|
13.4
|
%
|
||
Leases and equipment finance, net
|
388,418
|
|
|
5.2
|
%
|
|
361,591
|
|
|
4.9
|
%
|
||
Residential
|
|
|
|
|
|
|
|
||||||
Mortgage, net
|
651,042
|
|
|
8.8
|
%
|
|
597,201
|
|
|
8.1
|
%
|
||
Home equity loans & lines, net
|
268,497
|
|
|
3.6
|
%
|
|
264,269
|
|
|
3.6
|
%
|
||
Consumer & other, net
|
48,214
|
|
|
0.7
|
%
|
|
48,113
|
|
|
0.7
|
%
|
||
Total, net of deferred fees and costs
|
$
|
7,411,108
|
|
|
100.0
|
%
|
|
$
|
7,354,403
|
|
|
100.0
|
%
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
$
|
199,818
|
|
|
56.7
|
%
|
|
$
|
206,902
|
|
|
55.4
|
%
|
Owner occupied term, net
|
49,487
|
|
|
14.0
|
%
|
|
49,817
|
|
|
13.3
|
%
|
||
Multifamily, net
|
27,562
|
|
|
7.8
|
%
|
|
37,671
|
|
|
10.1
|
%
|
||
Construction & development, net
|
3,446
|
|
|
1.0
|
%
|
|
3,455
|
|
|
0.9
|
%
|
||
Residential development, net
|
7,213
|
|
|
2.0
|
%
|
|
7,286
|
|
|
1.9
|
%
|
||
Commercial
|
|
|
|
|
|
|
|
||||||
Term, net
|
10,809
|
|
|
3.1
|
%
|
|
15,719
|
|
|
4.2
|
%
|
||
LOC & other, net
|
9,451
|
|
|
2.7
|
%
|
|
6,698
|
|
|
1.8
|
%
|
||
Residential
|
|
|
|
|
|
|
|
||||||
Mortgage, net
|
21,803
|
|
|
6.2
|
%
|
|
22,316
|
|
|
6.0
|
%
|
||
Home equity loans & lines, net
|
18,994
|
|
|
5.4
|
%
|
|
19,637
|
|
|
5.3
|
%
|
||
Consumer & other, net
|
4,000
|
|
|
1.1
|
%
|
|
4,262
|
|
|
1.1
|
%
|
||
Total, net of deferred fees and costs
|
352,583
|
|
|
100.0
|
%
|
|
373,763
|
|
|
100.0
|
%
|
||
Allowance for covered loans
|
(10,320
|
)
|
|
|
|
(9,771
|
)
|
|
|
||||
Total
|
$
|
342,263
|
|
|
|
|
$
|
363,992
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Non-covered loans and leases on non-accrual status
|
$
|
37,884
|
|
|
$
|
31,891
|
|
Non-covered loans and leases past due 90 days or more and accruing
|
2,269
|
|
|
3,430
|
|
||
Total non-covered non-performing loans and leases
|
40,153
|
|
|
35,321
|
|
||
Non-covered other real estate owned
|
22,034
|
|
|
21,833
|
|
||
Total non-covered non-performing assets
|
$
|
62,187
|
|
|
$
|
57,154
|
|
Restructured loans
(1)
|
$
|
67,897
|
|
|
$
|
68,791
|
|
Allowance for non-covered loan and lease losses
|
$
|
86,709
|
|
|
$
|
85,314
|
|
Reserve for unfunded commitments
|
1,417
|
|
|
1,436
|
|
||
Allowance for non-covered credit losses
|
$
|
88,126
|
|
|
$
|
86,750
|
|
Asset quality ratios:
|
|
|
|
||||
Non-covered non-performing assets to total assets
|
0.53
|
%
|
|
0.49
|
%
|
||
Non-covered non-performing loans and leases to total non-covered loans and leases
|
0.54
|
%
|
|
0.48
|
%
|
||
Allowance for non-covered loan and leases losses to total non-covered loans and leases
|
1.17
|
%
|
|
1.16
|
%
|
||
Allowance for non-covered credit losses to total non-covered loans and leases
|
1.19
|
%
|
|
1.18
|
%
|
||
Allowance for non-covered credit losses to total non-covered non-performing loans and leases
|
219
|
%
|
|
246
|
%
|
(1)
|
Represents accruing restructured non-covered loans performing according to their restructured terms.
|
|
March 31, 2014
|
||||||||||||||||||||||||||
|
|
|
Northwest
|
|
Southern
|
|
Northern
|
|
Central
|
|
Greater Bay
|
|
|
||||||||||||||
|
Washington
|
|
Oregon
|
|
Oregon
|
|
California
|
|
California
|
|
California
|
|
Total
|
||||||||||||||
Loans and leases on non-accrual status:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
—
|
|
|
$
|
1,722
|
|
|
$
|
10,793
|
|
|
$
|
—
|
|
|
$
|
731
|
|
|
$
|
2,701
|
|
|
$
|
15,947
|
|
Owner occupied term, net
|
—
|
|
|
145
|
|
|
—
|
|
|
1,536
|
|
|
—
|
|
|
3,768
|
|
|
5,449
|
|
|||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
355
|
|
|||||||
Construction & development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Residential development, net
|
—
|
|
|
195
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
—
|
|
|
782
|
|
|
—
|
|
|
179
|
|
|
64
|
|
|
—
|
|
|
1,025
|
|
|||||||
LOC & other, net
|
2,083
|
|
|
4,831
|
|
|
200
|
|
|
4,741
|
|
|
—
|
|
|
110
|
|
|
11,965
|
|
|||||||
Leases and equipment finance, net
|
2,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,948
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
5,031
|
|
|
7,675
|
|
|
10,993
|
|
|
6,456
|
|
|
795
|
|
|
6,934
|
|
|
37,884
|
|
|||||||
Loans and leases past due 90 days or more and accruing:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
—
|
|
|
$
|
369
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
369
|
|
Owner occupied term, net
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction & development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
LOC & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Leases and equipment finance, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
|
—
|
|
|
98
|
|
|
44
|
|
|
101
|
|
|
—
|
|
|
43
|
|
|
286
|
|
|||||||
Home equity loans & lines, net
|
—
|
|
|
1,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,503
|
|
|||||||
Consumer & other, net
|
19
|
|
|
30
|
|
|
10
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
75
|
|
|||||||
Total
|
19
|
|
|
2,000
|
|
|
54
|
|
|
137
|
|
|
16
|
|
|
43
|
|
|
2,269
|
|
|||||||
Total non-performing loans and leases
|
5,050
|
|
|
9,675
|
|
|
11,047
|
|
|
6,593
|
|
|
811
|
|
|
6,977
|
|
|
40,153
|
|
|||||||
Other real estate owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term
|
$
|
—
|
|
|
$
|
11,428
|
|
|
$
|
—
|
|
|
$
|
150
|
|
|
$
|
64
|
|
|
$
|
513
|
|
|
$
|
12,155
|
|
Owner occupied term
|
—
|
|
|
—
|
|
|
562
|
|
|
—
|
|
|
1,741
|
|
|
—
|
|
|
2,303
|
|
|||||||
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction & development
|
563
|
|
|
5,130
|
|
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
5,856
|
|
|||||||
Residential development
|
—
|
|
|
1,215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,215
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|
—
|
|
|
460
|
|
|||||||
LOC & other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Leases and equipment finance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||||
Home equity loans & lines
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consumer & other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
563
|
|
|
17,773
|
|
|
607
|
|
|
150
|
|
|
2,428
|
|
|
513
|
|
|
22,034
|
|
|||||||
Total non-performing assets
|
$
|
5,613
|
|
|
$
|
27,448
|
|
|
$
|
11,654
|
|
|
$
|
6,743
|
|
|
$
|
3,239
|
|
|
$
|
7,490
|
|
|
$
|
62,187
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||
|
|
|
Northwest
|
|
Southern
|
|
Northern
|
|
Central
|
|
Greater Bay
|
|
|
||||||||||||||
|
Washington
|
|
Oregon
|
|
Oregon
|
|
California
|
|
California
|
|
California
|
|
Total
|
||||||||||||||
Loans and leases on non-accrual status:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
—
|
|
|
$
|
1,065
|
|
|
$
|
3,484
|
|
|
$
|
389
|
|
|
$
|
1,599
|
|
|
$
|
2,656
|
|
|
$
|
9,193
|
|
Owner occupied term, net
|
—
|
|
|
509
|
|
|
—
|
|
|
2,093
|
|
|
—
|
|
|
3,602
|
|
|
6,204
|
|
|||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
580
|
|
|
355
|
|
|
935
|
|
|||||||
Construction & development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential development, net
|
—
|
|
|
2,801
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,801
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
—
|
|
|
1,040
|
|
|
—
|
|
|
182
|
|
|
—
|
|
|
—
|
|
|
1,222
|
|
|||||||
LOC & other, net
|
—
|
|
|
4,620
|
|
|
207
|
|
|
3,615
|
|
|
171
|
|
|
110
|
|
|
8,723
|
|
|||||||
Leases and equipment finance, net
|
2,813
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,813
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
2,813
|
|
|
10,035
|
|
|
3,691
|
|
|
6,279
|
|
|
2,350
|
|
|
6,723
|
|
|
31,891
|
|
|||||||
Loans and leases past due 90 days or more and accruing:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Owner occupied term, net
|
—
|
|
|
—
|
|
|
—
|
|
|
437
|
|
|
—
|
|
|
173
|
|
|
610
|
|
|||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction & development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
LOC & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Leases and equipment finance, net
|
517
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
517
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
35
|
|
|
100
|
|
|
25
|
|
|
—
|
|
|
160
|
|
|||||||
Home equity loans & lines, net
|
—
|
|
|
2,070
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,070
|
|
|||||||
Consumer & other, net
|
14
|
|
|
20
|
|
|
25
|
|
|
8
|
|
|
5
|
|
|
1
|
|
|
73
|
|
|||||||
Total
|
531
|
|
|
2,090
|
|
|
60
|
|
|
545
|
|
|
30
|
|
|
174
|
|
|
3,430
|
|
|||||||
Total non-performing loans and leases
|
3,344
|
|
|
12,125
|
|
|
3,751
|
|
|
6,824
|
|
|
2,380
|
|
|
6,897
|
|
|
35,321
|
|
|||||||
Other real estate owned:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term
|
$
|
—
|
|
|
$
|
11,428
|
|
|
$
|
—
|
|
|
$
|
155
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
11,647
|
|
Owner occupied term
|
—
|
|
|
311
|
|
|
562
|
|
|
219
|
|
|
1,905
|
|
|
—
|
|
|
2,997
|
|
|||||||
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction & development
|
662
|
|
|
5,130
|
|
|
—
|
|
|
—
|
|
|
163
|
|
|
—
|
|
|
5,955
|
|
Residential development
|
—
|
|
|
373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
373
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
460
|
|
|
—
|
|
|
460
|
|
|||||||
LOC & other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Leases and equipment finance
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|||||||
Home equity loans & lines
|
—
|
|
|
356
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
356
|
|
|||||||
Consumer & other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total
|
662
|
|
|
17,598
|
|
|
607
|
|
|
374
|
|
|
2,592
|
|
|
—
|
|
|
21,833
|
|
|||||||
Total non-performing assets
|
$
|
4,006
|
|
|
$
|
29,723
|
|
|
$
|
4,358
|
|
|
$
|
7,198
|
|
|
$
|
4,972
|
|
|
$
|
6,897
|
|
|
$
|
57,154
|
|
|
March 31, 2014
|
||||||||||||||||||||||||||
|
|
|
Northwest
|
|
Southern
|
|
Northern
|
|
Central
|
|
Greater Bay
|
|
|
||||||||||||||
|
Washington
|
|
Oregon
|
|
Oregon
|
|
California
|
|
California
|
|
California
|
|
Total
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
13,121
|
|
|
$
|
13,446
|
|
|
$
|
3,863
|
|
|
$
|
—
|
|
|
$
|
4,254
|
|
|
$
|
—
|
|
|
$
|
34,684
|
|
Owner occupied term, net
|
—
|
|
|
645
|
|
|
—
|
|
|
596
|
|
|
6,490
|
|
|
—
|
|
|
7,731
|
|
|||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction & development, net
|
—
|
|
|
8,435
|
|
|
—
|
|
|
—
|
|
|
1,092
|
|
|
—
|
|
|
9,527
|
|
|||||||
Residential development, net
|
—
|
|
|
6,685
|
|
|
—
|
|
|
—
|
|
|
7,547
|
|
|
—
|
|
|
14,232
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Term, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,252
|
|
|
—
|
|
|
1,252
|
|
|||||||
LOC & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mortgage, net
|
—
|
|
|
471
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
471
|
|
|||||||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
13,121
|
|
|
$
|
29,682
|
|
|
$
|
3,863
|
|
|
$
|
596
|
|
|
$
|
20,635
|
|
|
$
|
—
|
|
|
$
|
67,897
|
|
|
December 31, 2013
|
||||||||||||||||||||||||||
|
|
|
|
Northwest
|
|
Southern
|
|
Northern
|
|
Central
|
|
Greater Bay
|
|
|
|
||||||||||||
|
Washington
|
|
Oregon
|
|
Oregon
|
|
California
|
|
California
|
|
California
|
|
Total
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-owner occupied term, net
|
$
|
13,188
|
|
|
$
|
13,492
|
|
|
$
|
3,865
|
|
|
$
|
—
|
|
|
$
|
6,821
|
|
|
$
|
—
|
|
|
$
|
37,366
|
|
Owner occupied term, net
|
—
|
|
|
650
|
|
|
—
|
|
|
608
|
|
|
3,944
|
|
|
—
|
|
|
5,202
|
|
|||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Construction & development, net
|
—
|
|
|
8,498
|
|
|
—
|
|
|
—
|
|
|
1,092
|
|
|
—
|
|
|
9,590
|
|
|||||||
Residential development, net
|
—
|
|
|
6,987
|
|
|
—
|
|
|
—
|
|
|
7,915
|
|
|
—
|
|
|
14,902
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,258
|
|
|
—
|
|
|
1,258
|
|
|||||||
LOC & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
|
—
|
|
|
473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
473
|
|
|||||||
Home equity loans & lines, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Consumer & other, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
13,188
|
|
|
$
|
30,100
|
|
|
$
|
3,865
|
|
|
$
|
608
|
|
|
$
|
21,030
|
|
|
$
|
—
|
|
|
$
|
68,791
|
|
Year
|
Amount
|
||
2014
|
$
|
43,582
|
|
2015
|
8,990
|
|
|
2016
|
8,435
|
|
|
2017
|
2,475
|
|
|
2018
|
3,944
|
|
|
Thereafter
|
471
|
|
|
Total
|
$
|
67,897
|
|
|
March 31, 2014
|
||||||||||||||
|
Evergreen
|
|
Rainier
|
|
Nevada Security
|
|
Total
|
||||||||
Covered other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term
|
$
|
234
|
|
|
$
|
55
|
|
|
$
|
72
|
|
|
$
|
361
|
|
Owner occupied term
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Construction & development
|
417
|
|
|
—
|
|
|
692
|
|
|
1,109
|
|
||||
Residential development
|
—
|
|
|
—
|
|
|
97
|
|
|
97
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term
|
—
|
|
|
—
|
|
|
179
|
|
|
179
|
|
||||
LOC & other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Residential
|
|
|
|
|
|
|
|
||||||||
Mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Home equity loans & lines
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Consumer & other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
651
|
|
|
$
|
55
|
|
|
$
|
1,040
|
|
|
$
|
1,746
|
|
|
December 31, 2013
|
||||||||||||||
|
Evergreen
|
|
Rainier
|
|
Nevada Security
|
|
Total
|
||||||||
Covered other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term
|
$
|
234
|
|
|
$
|
55
|
|
|
$
|
72
|
|
|
$
|
361
|
|
Owner occupied term
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Multifamily
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Construction & development
|
417
|
|
|
—
|
|
|
1,048
|
|
|
1,465
|
|
||||
Residential development
|
—
|
|
|
—
|
|
|
97
|
|
|
97
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term
|
—
|
|
|
—
|
|
|
179
|
|
|
179
|
|
||||
LOC & other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Residential
|
|
|
|
|
|
|
|
||||||||
Mortgage
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Home equity loans & lines
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Consumer & other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
651
|
|
|
$
|
55
|
|
|
$
|
1,396
|
|
|
$
|
2,102
|
|
|
March 31,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Loans and leases on non-accrual status
|
$
|
37,884
|
|
|
$
|
31,891
|
|
Loans and leases past due 90 days or more and accruing
|
2,269
|
|
|
3,430
|
|
||
Total non-performing loans and leases
|
40,153
|
|
|
35,321
|
|
||
Other real estate owned
|
23,780
|
|
|
23,935
|
|
||
Total non-performing assets
|
$
|
63,933
|
|
|
$
|
59,256
|
|
Asset quality ratios:
|
|
|
|
||||
Total non-performing assets to total assets
|
0.54
|
%
|
|
0.51
|
%
|
||
Total non-performing loans and leases to total loans and leases
|
0.52
|
%
|
|
0.46
|
%
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
$
|
85,314
|
|
|
$
|
85,391
|
|
Loans charged-off:
|
|
|
|
||||
Commercial real estate, net
|
(1,895
|
)
|
|
(1,454
|
)
|
||
Commercial, net
|
(3,350
|
)
|
|
(6,174
|
)
|
||
Residential, net
|
(132
|
)
|
|
(904
|
)
|
||
Consumer & other, net
|
(188
|
)
|
|
(193
|
)
|
||
Total loans charged-off
|
(5,565
|
)
|
|
(8,725
|
)
|
||
Recoveries:
|
|
|
|
||||
Commercial real estate, net
|
439
|
|
|
470
|
|
||
Commercial, net
|
981
|
|
|
367
|
|
||
Residential, net
|
47
|
|
|
92
|
|
||
Consumer & other, net
|
93
|
|
|
109
|
|
||
Total recoveries
|
1,560
|
|
|
1,038
|
|
||
Net charge-offs
|
(4,005
|
)
|
|
(7,687
|
)
|
||
Provision charged to operations
|
5,400
|
|
|
6,988
|
|
||
Balance, end of period
|
$
|
86,709
|
|
|
$
|
84,692
|
|
As a percentage of average non-covered loans and leases (annualized):
|
|
|
|
||||
Net charge-offs
|
0.22
|
%
|
|
0.47
|
%
|
||
Provision for non-covered loan and lease losses
|
0.30
|
%
|
|
0.43
|
%
|
||
Recoveries as a percentage of charge-offs
|
28.03
|
%
|
|
11.90
|
%
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Commercial real estate, net
|
$
|
51,847
|
|
|
58.2
|
%
|
|
$
|
53,433
|
|
|
58.8
|
%
|
Commercial, net
|
26,762
|
|
|
28.7
|
%
|
|
24,191
|
|
|
28.8
|
%
|
||
Residential, net
|
7,191
|
|
|
12.4
|
%
|
|
6,827
|
|
|
11.7
|
%
|
||
Consumer & other, net
|
909
|
|
|
0.7
|
%
|
|
863
|
|
|
0.7
|
%
|
||
Unallocated
|
—
|
|
|
|
|
—
|
|
|
|
||||
Allowance for non-covered loan and lease losses
|
$
|
86,709
|
|
|
|
|
$
|
85,314
|
|
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
$
|
1,436
|
|
|
$
|
1,223
|
|
Net change to other expense:
|
|
|
|
||||
Commercial real estate, net
|
(26
|
)
|
|
(13
|
)
|
||
Commercial, net
|
(14
|
)
|
|
43
|
|
||
Residential, net
|
11
|
|
|
9
|
|
||
Consumer & other, net
|
10
|
|
|
7
|
|
||
Total change to other expense
|
(19
|
)
|
|
46
|
|
||
Balance, end of period
|
$
|
1,417
|
|
|
$
|
1,269
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
$
|
9,771
|
|
|
$
|
18,275
|
|
Loans charged-off:
|
|
|
|
||||
Commercial real estate, net
|
(346
|
)
|
|
(261
|
)
|
||
Commercial, net
|
(169
|
)
|
|
(328
|
)
|
||
Residential, net
|
(118
|
)
|
|
(50
|
)
|
||
Consumer & other, net
|
(36
|
)
|
|
(178
|
)
|
||
Total loans charged-off
|
(669
|
)
|
|
(817
|
)
|
||
Recoveries:
|
|
|
|
||||
Commercial real estate, net
|
391
|
|
|
295
|
|
||
Commercial, net
|
121
|
|
|
164
|
|
||
Residential, net
|
115
|
|
|
37
|
|
||
Consumer & other, net
|
20
|
|
|
35
|
|
||
Total recoveries
|
647
|
|
|
531
|
|
||
Net charge-offs
|
(22
|
)
|
|
(286
|
)
|
||
Covered provision charged to operations
|
571
|
|
|
232
|
|
||
Balance, end of period
|
$
|
10,320
|
|
|
$
|
18,221
|
|
|
|
|
|
||||
As a percentage of average covered loans (annualized):
|
|
|
|
||||
Net charge-offs
|
0.03
|
%
|
|
0.25
|
%
|
||
Provision for covered loan losses
|
0.67
|
%
|
|
0.20
|
%
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
||||||
Commercial real estate, net
|
$
|
6,071
|
|
|
81.5
|
%
|
|
$
|
6,105
|
|
|
81.6
|
%
|
Commercial, net
|
3,469
|
|
|
5.8
|
%
|
|
2,837
|
|
|
6.0
|
%
|
||
Residential, net
|
632
|
|
|
11.6
|
%
|
|
660
|
|
|
11.3
|
%
|
||
Consumer & other, net
|
148
|
|
|
1.1
|
%
|
|
169
|
|
|
1.1
|
%
|
||
Allowance for covered loan losses
|
$
|
10,320
|
|
|
|
|
$
|
9,771
|
|
|
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of period
|
$
|
47,765
|
|
|
$
|
27,428
|
|
Additions for new MSR capitalized
|
2,408
|
|
|
6,403
|
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in model inputs or assumptions(1)
|
(1,087
|
)
|
|
(1,525
|
)
|
||
Other(2)
|
134
|
|
|
(209
|
)
|
||
Balance, end of period
|
$
|
49,220
|
|
|
$
|
32,097
|
|
(1)
|
Principally reflects changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates.
|
(2)
|
Represents changes due to collection/realization of expected cash flows over time.
|
|
March 31, 2014
|
|
December 31, 2013
|
||||
Balance of loans serviced for others
|
$
|
4,496,662
|
|
|
$
|
4,362,499
|
|
MSR as a percentage of serviced loans
|
1.09
|
%
|
|
1.09
|
%
|
|
March 31, 2014
|
|
December 31, 2013
|
||||||||||
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Non-interest bearing
|
$
|
2,465,606
|
|
|
26
|
%
|
|
$
|
2,436,477
|
|
|
26
|
%
|
Interest bearing demand
|
1,182,634
|
|
|
13
|
%
|
|
1,233,070
|
|
|
14
|
%
|
||
Money market
|
3,526,368
|
|
|
38
|
%
|
|
3,349,946
|
|
|
37
|
%
|
||
Savings
|
578,238
|
|
|
6
|
%
|
|
560,699
|
|
|
6
|
%
|
||
Time, $100,000 or greater
|
1,067,946
|
|
|
12
|
%
|
|
1,065,380
|
|
|
12
|
%
|
||
Time, less than $100,000
|
452,791
|
|
|
5
|
%
|
|
472,088
|
|
|
5
|
%
|
||
Total
|
$
|
9,273,583
|
|
|
100
|
%
|
|
$
|
9,117,660
|
|
|
100
|
%
|
|
Three months ended
|
||||||||||
|
March 31,
|
||||||||||
|
2014
|
|
2013
|
||||||||
|
Average
|
|
Average
|
|
Average
|
|
Average
|
||||
|
Deposits
|
|
Rate
|
|
Deposits
|
|
Rate
|
||||
Non-interest bearing
|
$
|
2,414,001
|
|
|
—
|
|
$
|
2,155,110
|
|
|
—
|
Interest bearing demand
|
1,187,428
|
|
|
0.07%
|
|
1,201,224
|
|
|
0.10%
|
||
Money market
|
3,422,291
|
|
|
0.10%
|
|
3,272,646
|
|
|
0.11%
|
||
Savings
|
569,766
|
|
|
0.06%
|
|
489,614
|
|
|
0.06%
|
||
Time
|
1,516,544
|
|
|
0.71%
|
|
1,973,748
|
|
|
0.94%
|
||
Total
|
$
|
9,110,030
|
|
|
|
|
$
|
9,092,342
|
|
|
|
|
|
|
|
|
For Capital
|
|
To be Well
|
|||||||||||||
|
Actual
|
|
Adequacy purposes
|
|
Capitalized
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
As of March 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
1,285,588
|
|
|
14.70
|
%
|
|
$
|
699,640
|
|
|
8.00
|
%
|
|
$
|
874,550
|
|
|
10.00
|
%
|
Umpqua Bank
|
$
|
1,186,521
|
|
|
13.58
|
%
|
|
$
|
698,981
|
|
|
8.00
|
%
|
|
$
|
873,727
|
|
|
10.00
|
%
|
Tier I Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
1,187,142
|
|
|
13.57
|
%
|
|
$
|
349,931
|
|
|
4.00
|
%
|
|
$
|
524,897
|
|
|
6.00
|
%
|
Umpqua Bank
|
$
|
1,088,123
|
|
|
12.46
|
%
|
|
$
|
349,317
|
|
|
4.00
|
%
|
|
$
|
523,976
|
|
|
6.00
|
%
|
Tier I Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
1,187,142
|
|
|
10.92
|
%
|
|
$
|
434,851
|
|
|
4.00
|
%
|
|
$
|
543,563
|
|
|
5.00
|
%
|
Umpqua Bank
|
$
|
1,088,123
|
|
|
10.01
|
%
|
|
$
|
434,814
|
|
|
4.00
|
%
|
|
$
|
543,518
|
|
|
5.00
|
%
|
As of December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
1,278,354
|
|
|
14.65
|
%
|
|
$
|
698,077
|
|
|
8.00
|
%
|
|
$
|
872,597
|
|
|
10.00
|
%
|
Umpqua Bank
|
$
|
1,177,782
|
|
|
13.51
|
%
|
|
$
|
697,428
|
|
|
8.00
|
%
|
|
$
|
871,785
|
|
|
10.00
|
%
|
Tier I Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
1,181,829
|
|
|
13.54
|
%
|
|
$
|
349,137
|
|
|
4.00
|
%
|
|
$
|
523,706
|
|
|
6.00
|
%
|
Umpqua Bank
|
$
|
1,081,282
|
|
|
12.40
|
%
|
|
$
|
348,801
|
|
|
4.00
|
%
|
|
$
|
523,201
|
|
|
6.00
|
%
|
Tier I Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
1,181,829
|
|
|
10.89
|
%
|
|
$
|
434,097
|
|
|
4.00
|
%
|
|
$
|
542,621
|
|
|
5.00
|
%
|
Umpqua Bank
|
$
|
1,081,282
|
|
|
9.97
|
%
|
|
$
|
433,814
|
|
|
4.00
|
%
|
|
$
|
542,268
|
|
|
5.00
|
%
|
|
Three months ended
|
||||||
|
March 31,
|
||||||
|
2014
|
|
2013
|
||||
Dividend declared per common share
|
$
|
0.15
|
|
|
$
|
0.10
|
|
Dividend payout ratio
|
88
|
%
|
|
48
|
%
|
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 be Purchased at Period End under the Plan
|
|||||
1/1/14-1/31/14
|
|
128,686
|
|
|
$
|
18.11
|
|
|
—
|
|
|
12,013,429
|
|
2/1/14-2/28/14
|
|
55,026
|
|
|
$
|
16.99
|
|
|
—
|
|
|
12,013,429
|
|
3/1/14-3/31/14
|
|
73,182
|
|
|
$
|
18.42
|
|
|
—
|
|
|
12,013,429
|
|
Total for quarter
|
|
256,894
|
|
|
$
|
17.96
|
|
|
—
|
|
|
|
(1)
|
Common shares repurchased by the Company during the quarter consist of cancellation of
97,261
restricted stock awards and
35,665
restricted stock units to pay withholding taxes. During the three months ended
March 31, 2014
,
123,968
common shares were repurchased in connection with option exercises and
no
shares were repurchased pursuant to the Company’s publicly announced corporate stock repurchase plan described in (2) below.
|
(2)
|
The Company’s share repurchase plan, which was first approved by its Board of Directors and announced in August 2003, was amended on September 29, 2011 to increase the number of common shares available for repurchase under the plan to
15 million
shares. The repurchase program was extended in April 2013 to run through June 2015. As of
March 31, 2014
, a total of
12.0 million
shares remained available for repurchase. The timing and amount of future repurchases will depend upon the market price for our common stock, securities laws restricting repurchases, asset growth, earnings, and our capital plan.
|
(a)
|
Not applicable
|
(b)
|
Not applicable
|
|
|
UMPQUA HOLDINGS CORPORATION
|
|
|
(Registrant)
|
|
|
|
Dated
|
May 7, 2014
|
/s/ Raymond P. Davis
|
|
|
President and Chief Executive Officer
Raymond P. Davis
|
|
|
|
Dated
|
May 7, 2014
|
/s/ Ronald L. Farnsworth
|
|
|
Ronald L. Farnsworth
Executive Vice President/ Chief Financial Officer and
Principal Financial Officer
|
|
|
|
Dated
|
May 7, 2014
|
/s/ Neal T. McLaughlin
|
|
|
Neal T. McLaughlin
Executive Vice President/Treasurer and
Principal Accounting Officer
|
Exhibit
|
|
3.1
|
Restated Articles of Incorporation, as amended
|
|
|
3.2
|
(a) Bylaws, as amended
|
|
|
4.1
|
(b) Specimen Common Stock Certificate
|
|
|
31.1
|
Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.3
|
Certification of Principal Accounting Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32
|
Certification of Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer pursuant to
|
|
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
CR
0
|
|
=
|
|
the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution or immediately prior to the open of business on the effective date for such subdivision or combination, as the case may be;
|
|
|
|
||
CR
1
|
|
=
|
|
the Conversion Rate in effect immediately after the close of business on such Record Date or immediately after the open of business on such effective date, as the case may be;
|
|
|
|
||
OS
0
|
|
=
|
|
the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date or immediately prior to the open of business on such effective date, as the case may be (and prior to giving effect to such event); and
|
|
|
|
||
OS
1
|
|
=
|
|
the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, subdivision or combination.
|
|
|
|
|
|
CR
0
|
|
=
|
|
the Conversion Rate in effect immediately prior to the close of business on the Record Date for such issuance;
|
|
|
|
||
CR
1
|
|
=
|
|
the Conversion Rate in effect immediately after the close of business on such Record Date;
|
|
|
|
||
OS
0
|
|
=
|
|
the number of shares of Common Stock outstanding immediately prior to the close of business on such Record Date;
|
|
|
|
||
X
|
|
=
|
|
the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and
|
|
|
|
||
Y
|
|
=
|
|
the aggregate price payable to exercise such rights,
divided by
the Current Market Price per share of Common Stock as of the announcement date for such issuance.
|
|
|
|
|
|
|||
CR
0
|
|
=
|
|
the Conversion Rate in effect immediately prior to the close of business on the Record Date for such dividend or distribution;
|
|||
|
|
|
|||||
CR
1
|
|
=
|
|
the Conversion Rate in effect immediately after the close of business on such Record Date;
|
|||
|
|
|
|||||
SP
0
|
|
=
|
|
the Current Market Price per share of Common Stock as of such Record Date; and
|
|||
|
|
|
|
|
|||
|
|
|
|||||
FMV
|
|
=
|
|
the fair market value (as determined in good faith by the Board of Directors or a duly authorized committee thereof) on the Record Date for such dividend or distribution of the shares of capital stock of the Corporation or evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock.
|
|
|
|
|
|
CR
0
|
|
=
|
|
the Conversion Rate in effect at the close of business on the tenth Trading Day immediately following, and including, the date on which “ex-dividend trading” commences for such dividend or distribution on the Relevant Exchange;
|
|
|
|
||
CR
1
|
|
=
|
|
the Conversion Rate in effect immediately after the close of business on the tenth Trading Day immediately following, and including, the date on which “ex-dividend trading” commences for such dividend or distribution on the Relevant Exchange;
|
|
|
|
||
FMV
0
|
|
=
|
|
the average VWAP per share of such capital stock or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on, and including, the date on which “ex-dividend trading” commences for such dividend or distribution on the Relevant Exchange; and
|
|
|
|
||
MP
0
|
|
|
|
the average VWAP per share of the Common Stock over each of the 10 consecutive Trading Days commencing on, and including, the date on which “ex-dividend trading” commences for such dividend or distribution on the Relevant Exchange.
|
|
|
|
|
|
CR
0
|
|
=
|
|
the Conversion Rate in effect immediately prior to the close of business on the Record Date for such distribution;
|
|
|
|
||
CR
1
|
|
=
|
|
the Conversion Rate in effect immediately after the close of business on the Record Date for such distribution;
|
|
|
|
||
SP
0
|
|
=
|
|
the Current Market Price per share of Common Stock as of the Record Date for such distribution;
|
|
|
|
||
T
|
|
=
|
|
the Dividend Threshold Amount;
provided
that if the distribution is not a regularly scheduled cash quarterly dividend, the Dividend Threshold Amount shall be deemed to be zero; and
|
|
|
|
||
C
|
|
=
|
|
an amount of cash per share of Common Stock the Corporation distributes to holders of its Common Stock.
|
|
|
|
|
|
CR
0
|
|
=
|
|
the Conversion Rate in effect immediately prior to the close of business on the tenth Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;
|
|
|
|
||
CR
1
|
|
=
|
|
the Conversion Rate in effect immediately after the close of business on the tenth Trading Day immediately following, and including, the Trading Day next succeeding the Expiration Date;
|
|
|
|
||
FMV
|
|
=
|
|
the fair market value (as determined in good faith by the Board of Directors or a duly authorized committee thereof) as of the Expiration Date of the aggregate value of all cash and any other consideration paid or payable for shares of Common Stock validly tendered or exchanged and not withdrawn as of the Expiration Date (the “
Purchased Shares
”);
|
|
|
|
||
OS
1
|
|
|
|
the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “
Expiration Time
”), less any Purchased Shares;
|
|
|
|
||
OS
0
|
|
|
|
the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares; and
|
|
|
|
||
SP
1
|
|
|
|
the average VWAP per share of Common Stock over the ten consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Umpqua Holdings Corporation;
|
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 officers 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 controls 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 officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm and the audit committee of 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/ Raymond P. Davis
|
|
Raymond P. Davis
|
|
President and Chief Executive Officer
|
|
Umpqua Holdings Corporation
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Umpqua Holdings Corporation;
|
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 officers 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 controls 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 officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm and the audit committee of 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/ Ronald L. Farnsworth
|
|
Ronald L. Farnsworth
|
|
Executive Vice President/Chief Financial Officer and
|
|
Principal Financial Officer
|
|
Umpqua Holdings Corporation
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Umpqua Holdings Corporation;
|
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 officers 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 controls 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 officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm and the audit committee of 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/ Neal T. McLaughlin
|
|
Neal T. McLaughlin
|
|
Executive Vice President/Treasurer and
|
|
Principal Accounting Officer
|
|
Umpqua Holdings Corporation
|
(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 result of operations of the registrant.
|
|
/s/ Raymond P. Davis
|
|
Raymond P. Davis
|
|
President and Chief Executive Officer
|
|
Umpqua Holdings Corporation
|
|
|
|
/s/ Ronald L. Farnsworth
|
|
Ronald L. Farnsworth
|
|
Executive Vice President/Chief Financial Officer and
|
|
Principal Financial Officer
|
|
Umpqua Holdings Corporation
|
|
|
|
/s/ Neal T. McLaughlin
|
|
Neal T. McLaughlin
|
|
Executive Vice President/Treasurer and
|
|
Principal Accounting Officer
|
|
Umpqua Holdings Corporation
|
|
|
|
May 7, 2014
|