[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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for the fiscal year ended: December 31, 2018
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[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
for the transition period from
to
.
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OREGON
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93-1261319
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(State or Other Jurisdiction
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(I.R.S. Employer Identification Number)
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of Incorporation or Organization)
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Title of each class
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Name of each exchange on which registered
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Common Stock
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The NASDAQ Global Select Market
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Securities registered pursuant to Section 12(g) of the Act: None
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•
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our ability to successfully implement and sustain information technology product and system enhancements and operational initiatives;
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•
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our ability to attract new deposits and loans and leases on acceptable terms;
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•
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our ability to retain deposits and customer relationships during store consolidations;
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•
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demand for financial services in our market areas;
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•
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competitive market pricing factors;
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•
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our ability to effectively develop and implement new technology;
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•
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deterioration in economic conditions that could result in increased loan and lease losses, especially those risks associated with concentrations in real estate related loans;
|
•
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market interest rate volatility;
|
•
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prolonged low interest rate environments;
|
•
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compression of our net interest margin;
|
•
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stability and cost of funding sources
|
•
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continued availability of borrowings and other funding sources such as brokered and public deposits;
|
•
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changes in legal or regulatory requirements or the results of regulatory examinations that could increase expenses or restrict growth;
|
•
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our ability to recruit and retain key management and staff;
|
•
|
availability of and competition for acquisition opportunities;
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•
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risks associated with merger and acquisition integration;
|
•
|
significant decline in the market value of the Company that could result in an impairment of goodwill;
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•
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our ability to raise capital or incur debt on reasonable terms;
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•
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regulatory limits on the Bank's ability to pay dividends to the Company;
|
•
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financial services reform and the impact legislation and implementing regulations on our business operations, including our compliance costs, interest expense, and revenue;
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•
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a breach or failure of our operational or security systems, or those of our third-party vendors, including as a result of cyberattacks; and
|
•
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competition, including from financial technology companies.
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Oregon
|
|
Washington
|
||||||||||||
County
|
Market Share
|
Market Rank
|
Number of Stores
|
|
County
|
Market Share
|
Market Rank
|
Number of Stores
|
||||||
Baker
|
29.8
|
%
|
1
|
|
1
|
|
|
Adams
|
21.4
|
%
|
3
|
|
2
|
|
Benton
|
7.5
|
%
|
6
|
|
2
|
|
|
Asotin
|
18.4
|
%
|
2
|
|
1
|
|
Clackamas
|
3.0
|
%
|
7
|
|
3
|
|
|
Benton
|
5.1
|
%
|
8
|
|
2
|
|
Columbia
|
16.9
|
%
|
3
|
|
1
|
|
|
Clallam
|
4.5
|
%
|
8
|
|
2
|
|
Coos
|
39.5
|
%
|
1
|
|
5
|
|
|
Clark
|
14.9
|
%
|
3
|
|
8
|
|
Curry
|
45.1
|
%
|
1
|
|
2
|
|
|
Douglas
|
10.9
|
%
|
3
|
|
1
|
|
Deschutes
|
8.5
|
%
|
6
|
|
5
|
|
|
Franklin
|
7.3
|
%
|
7
|
|
1
|
|
Douglas
|
68.8
|
%
|
1
|
|
8
|
|
|
Grant
|
7.9
|
%
|
6
|
|
2
|
|
Grant
|
21.5
|
%
|
3
|
|
1
|
|
|
Grays Harbor
|
7.9
|
%
|
4
|
|
1
|
|
Harney
|
25.3
|
%
|
2
|
|
1
|
|
|
King
|
1.6
|
%
|
10
|
|
20
|
|
Jackson
|
18.4
|
%
|
1
|
|
7
|
|
|
Kitsap
|
0.9
|
%
|
15
|
|
1
|
|
Josephine
|
19.0
|
%
|
2
|
|
4
|
|
|
Kittitas
|
16.5
|
%
|
3
|
|
2
|
|
Klamath
|
31.4
|
%
|
1
|
|
3
|
|
|
Klickitat
|
35.4
|
%
|
1
|
|
2
|
|
Lake
|
30.6
|
%
|
2
|
|
1
|
|
|
Lewis
|
13.3
|
%
|
2
|
|
3
|
|
Lane
|
16.6
|
%
|
2
|
|
6
|
|
|
Okanogan
|
22.4
|
%
|
2
|
|
2
|
|
Lincoln
|
8.3
|
%
|
6
|
|
2
|
|
|
Pierce
|
3.5
|
%
|
8
|
|
8
|
|
Linn
|
14.9
|
%
|
4
|
|
3
|
|
|
Skamania
|
66.5
|
%
|
1
|
|
1
|
|
Malheur
|
20.5
|
%
|
2
|
|
3
|
|
|
Snohomish
|
1.2
|
%
|
19
|
|
1
|
|
Marion
|
6.4
|
%
|
7
|
|
3
|
|
|
Spokane
|
18.3
|
%
|
2
|
|
9
|
|
Multnomah
|
4.5
|
%
|
6
|
|
14
|
|
|
Thurston
|
3.1
|
%
|
10
|
|
4
|
|
Polk
|
6.7
|
%
|
6
|
|
1
|
|
|
Walla Walla
|
3.3
|
%
|
6
|
|
2
|
|
Tillamook
|
29.4
|
%
|
2
|
|
1
|
|
|
Whatcom
|
3.1
|
%
|
11
|
|
3
|
|
Umatilla
|
5.5
|
%
|
6
|
|
2
|
|
|
Whitman
|
5.4
|
%
|
8
|
|
1
|
|
Union
|
22.3
|
%
|
2
|
|
2
|
|
|
|
|
|
|
|||
Wallowa
|
24.5
|
%
|
2
|
|
1
|
|
|
|
|
|
|
|||
Washington
|
7.0
|
%
|
5
|
|
6
|
|
|
|
|
|
|
|||
Yamhill
|
2.7
|
%
|
9
|
|
1
|
|
|
|
|
|
|
California
|
|
Idaho
|
||||||||||||
County
|
Market Share
|
Market Rank
|
Number of Stores
|
|
County
|
Market Share
|
Market Rank
|
Number of Stores
|
||||||
Amador
|
4.8
|
%
|
7
|
|
1
|
|
|
Ada
|
0.4
|
%
|
17
|
|
2
|
|
Butte
|
2.6
|
%
|
10
|
|
1
|
|
|
Benewah
|
20.3
|
%
|
3
|
|
1
|
|
Calaveras
|
25.7
|
%
|
2
|
|
3
|
|
|
Idaho
|
43.4
|
%
|
1
|
|
1
|
|
Colusa
|
43.9
|
%
|
1
|
|
2
|
|
|
Kootenai
|
2.3
|
%
|
9
|
|
2
|
|
Contra Costa
|
0.4
|
%
|
17
|
|
3
|
|
|
Latah
|
24.3
|
%
|
2
|
|
2
|
|
El Dorado
|
5.8
|
%
|
6
|
|
3
|
|
|
Nez Perce
|
16.2
|
%
|
3
|
|
1
|
|
Glenn
|
28.7
|
%
|
2
|
|
2
|
|
|
Valley
|
26.5
|
%
|
3
|
|
2
|
|
Humboldt
|
25.0
|
%
|
1
|
|
5
|
|
|
|
|
|
|
|||
Lake
|
19.9
|
%
|
2
|
|
2
|
|
|
|
|
|
|
|||
Los Angeles
|
0.1
|
%
|
63
|
|
3
|
|
|
Nevada
|
||||||
Marin
|
1.6
|
%
|
12
|
|
3
|
|
|
Washoe
|
3.4
|
%
|
7
|
|
4
|
|
Mendocino
|
4.2
|
%
|
6
|
|
1
|
|
|
|
|
|
|
|||
Napa
|
9.1
|
%
|
4
|
|
5
|
|
|
|
|
|
|
|||
Orange
|
0.6
|
%
|
28
|
|
1
|
|
|
|
|
|
|
|||
Placer
|
4.1
|
%
|
6
|
|
6
|
|
|
|
|
|
|
|||
Sacramento
|
0.8
|
%
|
14
|
|
5
|
|
|
|
|
|
|
|||
San Diego
|
0.2
|
%
|
30
|
|
2
|
|
|
|
|
|
|
|||
San Francisco
|
0.2
|
%
|
17
|
|
3
|
|
|
|
|
|
|
|||
San Joaquin
|
0.6
|
%
|
17
|
|
1
|
|
|
|
|
|
|
|||
San Luis Obispo
|
0.5
|
%
|
11
|
|
1
|
|
|
|
|
|
|
|||
Santa Clara
|
0.0
|
%
|
38
|
|
1
|
|
|
|
|
|
|
|||
Shasta
|
2.0
|
%
|
8
|
|
1
|
|
|
|
|
|
|
|||
Solano
|
3.3
|
%
|
8
|
|
3
|
|
|
|
|
|
|
|||
Sonoma
|
3.7
|
%
|
9
|
|
8
|
|
|
|
|
|
|
|||
Stanislaus
|
0.9
|
%
|
15
|
|
2
|
|
|
|
|
|
|
|||
Sutter
|
10.7
|
%
|
5
|
|
2
|
|
|
|
|
|
|
|||
Tehama
|
15.0
|
%
|
2
|
|
2
|
|
|
|
|
|
|
|||
Trinity
|
37.4
|
%
|
2
|
|
1
|
|
|
|
|
|
|
|||
Tuolumne
|
13.5
|
%
|
4
|
|
2
|
|
|
|
|
|
|
|||
Ventura
|
0.2
|
%
|
22
|
|
1
|
|
|
|
|
|
|
|||
Yolo
|
2.2
|
%
|
10
|
|
1
|
|
|
|
|
|
|
|||
Yuba
|
23.0
|
%
|
3
|
|
2
|
|
|
|
|
|
|
•
|
Provide employees incentives that appropriately balance risk and reward.
|
•
|
Be compatible with effective controls and risk- management; and
|
•
|
Be supported by strong corporate governance, including active and effective oversight by the board;
|
•
|
Increased regulation of our industry, and resulting increased costs associated with regulatory compliance and potential limits on our ability to pursue business opportunities.
|
•
|
Our ability to assess the creditworthiness of our customers may be impaired if the models and approaches we use to select, manage, and underwrite our customers become less predictive of future performance.
|
•
|
The process we use to estimate losses inherent in our loan portfolio requires difficult, subjective, and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which process may no longer be capable of accurate estimation and may, in turn, impact its reliability.
|
•
|
Downward pressure on our stock price.
|
(shares in thousands)
|
|
|
|
|
|
||||
|
Equity Compensation Plan Information
|
||||||||
|
(A)
|
|
(B)
|
|
(C)
|
||||
Plan category
|
Number of securities to be issued upon exercise of outstanding options warrants and rights
|
|
Weighted average exercise price of outstanding options, warrants and rights
(3)
|
|
Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (A)
|
||||
Equity compensation plans approved by security holders
|
|
|
|
|
|
||||
2013 Incentive Plan
(1)
|
—
|
|
|
$
|
—
|
|
|
6,415
|
|
2003 Stock Incentive Plan
(1)
|
2
|
|
|
$
|
10.49
|
|
|
—
|
|
Other
(2)
|
7
|
|
|
$
|
12.16
|
|
|
—
|
|
Total
|
9
|
|
|
$
|
11.80
|
|
|
6,415
|
|
|
|
|
|
|
|
||||
Equity compensation plans not approved by security holders
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
9
|
|
|
$
|
11.80
|
|
|
6,415
|
|
(1)
|
Shareholders approved the Company's 2013 Incentive Plan (the "2013 Plan") on April 16, 2013, and approved an amendment to the 2013 plan to increase the number of authorized shares at the 2016 annual meeting of shareholders. The 2013 Plan authorizes the issuance of equity awards to directors and employees and reserves
12.0 million
shares of the Company's common stock for issuance under the plan (up to 6 million shares for "full value awards" as described below). With the adoption of the 2013 Plan, no additional awards will be issued from prior plans. Under the terms of the 2013 Plan, options and awards generally vest ratably over a period of three to five years, the exercise price of each option equals the market price of the Company's common stock on the date of the grant, and the maximum term is ten years. The 2013 Plan weights "full value awards" (restricted shares and performance share awards) as two shares issued from the total authorized under the 2013 Plan; we have issued only full value awards under the 2013 Plan. For purposes of column (C) above, the total number of shares available for future issuance under the 2013 Plan for full value awards was
3.2 million
at
December 31, 2018
. At
December 31, 2018
,
979,000
shares issued under the 2013 Plan as restricted stock/performance share awards were outstanding, but subject to forfeiture in the event time or performance based conditions are not met.
|
(2)
|
Includes other Umpqua stock plans and stock plans assumed through previous mergers.
|
(3)
|
Weighted average exercise price is based solely on securities with an exercise price.
|
(c)
|
The following table provides information about repurchases of common stock by the Company during the quarter ended
December 31, 2018
:
|
Period
|
|
Total number of Common Shares Purchased (1)
|
|
Average Price
Paid per Common Share |
|
Total Number of Shares Purchased as Part of Publicly Announced Plan (2)
|
|
Maximum Number of Remaining Shares that May be Purchased at Period End under the Plan
|
|||||
10/1/18 - 10/31/18
|
|
666
|
|
|
$
|
20.20
|
|
|
—
|
|
|
10,155,429
|
|
11/1/18 - 11/30/18
|
|
2,871
|
|
|
$
|
19.22
|
|
|
—
|
|
|
10,155,429
|
|
12/1/18 - 12/31/18
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
10,155,429
|
|
Total for quarter
|
|
3,537
|
|
|
$
|
19.40
|
|
|
—
|
|
|
|
(1)
|
Common shares repurchased by the Company during the quarter consist of cancellation of
3,537
shares to be issued upon vesting of restricted stock awards to pay withholding taxes. During the three months ended
December 31, 2018
,
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 the Board 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 has been extended multiple times by the board with the current expiration date of July 31, 2019. As of
December 31, 2018
, a total of
10.2 million
shares remained available for repurchase. The Company repurchased
327,000
shares under the repurchase plan during
2018
, repurchased
325,000
shares in
2017
, and
635,000
shares under the repurchase plan in
2016
. 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.
|
|
Period Ending
|
|||||
12/31/2013
|
12/31/2014
|
12/31/2015
|
12/31/2016
|
12/31/2017
|
12/31/2018
|
|
Umpqua Holdings Corporation
|
$100.00
|
$91.99
|
$89.19
|
$109.61
|
$125.80
|
$100.21
|
Nasdaq U.S.
|
$100.00
|
$114.75
|
$122.74
|
$133.62
|
$173.22
|
$168.30
|
S&P 500
|
$100.00
|
$113.69
|
$115.26
|
$129.05
|
$157.22
|
$150.33
|
SNL U.S. Bank Nasdaq
|
$100.00
|
$103.57
|
$111.80
|
$155.02
|
$163.20
|
$137.56
|
(in thousands, except per share data)
|
2018
|
|
2017
(1)
|
|
2016
(1)
|
|
2015
(1)
|
|
2014
(1)
|
||||||||||
Interest income
|
$
|
1,067,149
|
|
|
$
|
943,901
|
|
|
$
|
904,163
|
|
|
$
|
898,044
|
|
|
$
|
789,008
|
|
Interest expense
|
128,510
|
|
|
78,216
|
|
|
66,051
|
|
|
58,232
|
|
|
48,693
|
|
|||||
Net interest income
|
938,639
|
|
|
865,685
|
|
|
838,112
|
|
|
839,812
|
|
|
740,315
|
|
|||||
Provision for loan and lease losses
|
55,905
|
|
|
47,254
|
|
|
41,674
|
|
|
36,589
|
|
|
40,241
|
|
|||||
Non-interest income
|
279,417
|
|
|
278,487
|
|
|
301,728
|
|
|
277,667
|
|
|
181,174
|
|
|||||
Non-interest expense
|
739,465
|
|
|
747,875
|
|
|
737,155
|
|
|
763,642
|
|
|
684,063
|
|
|||||
Income before provision for income taxes
|
422,686
|
|
|
349,043
|
|
|
361,011
|
|
|
317,248
|
|
|
197,185
|
|
|||||
Provision for income taxes
|
106,423
|
|
|
106,730
|
|
|
130,943
|
|
|
112,939
|
|
|
70,138
|
|
|||||
Net income
|
316,263
|
|
|
242,313
|
|
|
230,068
|
|
|
204,309
|
|
|
127,047
|
|
|||||
Dividends and undistributed earnings allocated to participating securities
|
16
|
|
|
55
|
|
|
123
|
|
|
326
|
|
|
415
|
|
|||||
Net earnings available to common shareholders
|
$
|
316,247
|
|
|
$
|
242,258
|
|
|
$
|
229,945
|
|
|
$
|
203,983
|
|
|
$
|
126,632
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
YEAR END
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
$
|
26,939,781
|
|
|
$
|
25,680,447
|
|
|
$
|
24,771,406
|
|
|
$
|
23,367,540
|
|
|
$
|
22,600,354
|
|
Earning assets
|
23,959,168
|
|
|
22,707,469
|
|
|
21,707,267
|
|
|
20,246,182
|
|
|
19,347,898
|
|
|||||
Loans and leases
(2)
|
20,422,666
|
|
|
19,019,192
|
|
|
17,440,583
|
|
|
16,803,144
|
|
|
15,305,281
|
|
|||||
Deposits
|
21,137,486
|
|
|
19,948,300
|
|
|
19,020,985
|
|
|
17,707,189
|
|
|
16,892,099
|
|
|||||
Term debt
|
751,788
|
|
|
802,357
|
|
|
852,397
|
|
|
888,769
|
|
|
1,006,395
|
|
|||||
Junior subordinated debentures, at fair value
|
300,870
|
|
|
277,155
|
|
|
262,209
|
|
|
255,457
|
|
|
249,294
|
|
|||||
Junior subordinated debentures, at amortized cost
|
88,724
|
|
|
100,609
|
|
|
100,931
|
|
|
101,254
|
|
|
101,576
|
|
|||||
Total shareholders' equity
|
4,056,442
|
|
|
3,969,367
|
|
|
3,875,082
|
|
|
3,810,493
|
|
|
3,757,015
|
|
|||||
Common shares outstanding
|
220,255
|
|
|
220,149
|
|
|
220,177
|
|
|
220,171
|
|
|
220,161
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
AVERAGE
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
$
|
26,210,933
|
|
|
$
|
25,074,144
|
|
|
$
|
24,079,753
|
|
|
$
|
22,872,978
|
|
|
$
|
19,166,277
|
|
Earning assets
|
23,309,013
|
|
|
22,112,828
|
|
|
20,943,045
|
|
|
19,675,868
|
|
|
16,481,054
|
|
|||||
Loans and leases
(2)
|
19,562,369
|
|
|
18,169,449
|
|
|
17,190,625
|
|
|
15,886,964
|
|
|
13,000,152
|
|
|||||
Deposits
|
20,519,609
|
|
|
19,351,738
|
|
|
18,347,451
|
|
|
17,250,810
|
|
|
14,407,331
|
|
|||||
Term debt
|
785,593
|
|
|
846,542
|
|
|
897,050
|
|
|
923,992
|
|
|
815,017
|
|
|||||
Junior subordinated debentures
|
370,518
|
|
|
365,196
|
|
|
359,003
|
|
|
352,872
|
|
|
301,525
|
|
|||||
Total shareholders' equity
|
4,002,700
|
|
|
3,929,566
|
|
|
3,856,890
|
|
|
3,787,962
|
|
|
3,146,902
|
|
|||||
Basic common shares outstanding
|
220,280
|
|
|
220,251
|
|
|
220,282
|
|
|
220,327
|
|
|
186,550
|
|
|||||
Diluted common shares outstanding
|
220,737
|
|
|
220,836
|
|
|
220,908
|
|
|
221,045
|
|
|
187,554
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
PER COMMON SHARE DATA
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings
|
$
|
1.44
|
|
|
$
|
1.10
|
|
|
$
|
1.04
|
|
|
$
|
0.93
|
|
|
$
|
0.68
|
|
Diluted earnings
|
1.43
|
|
|
1.10
|
|
|
1.04
|
|
|
0.92
|
|
|
0.68
|
|
|||||
Book value
|
18.42
|
|
|
18.03
|
|
|
17.60
|
|
|
17.31
|
|
|
17.06
|
|
|||||
Tangible book value
(3)
|
10.19
|
|
|
9.77
|
|
|
9.31
|
|
|
8.98
|
|
|
8.69
|
|
|||||
Cash dividends declared
|
0.82
|
|
|
0.68
|
|
|
0.64
|
|
|
0.62
|
|
|
0.60
|
|
(1)
|
See Note 1 to the Consolidated Financial Statements included in Item 8 of this Form 10-K for disclosure of the nature and impact of the correction for the prior period balances on our selected financial data as of December 31, 2017 and for the fiscal years ended December 31, 2017 and 2016. The selected financial data as of December 31, 2016, 2015 and 2014 and for the fiscal years ended December 31, 2015 and 2014 have also been revised for the impact of the correction of the prior period balances associated with the purchase accounting discount on the loans acquired in April 2014 from Sterling Financial Corporation. Loans and leases and earning assets have decreased by $68.1 million, $63.4 million and $33.5 million, respectively, and assets and shareholders' equity have decreased by $41.7 million, $38.8 million and $20.6 million, respectively, as of December 31, 2016, 2015 and 2014. For the fiscal year ended December 31, 2015, interest income and net interest income have decreased by $31.8 million, non-interest income has increased by $1.9 million, income before provision for income taxes has decreased by $29.9 million, provision for income taxes has decreased by $11.6 million, and net income has decreased by $18.2 million. For the fiscal year ended December 31, 2014, interest income, net interest income and income before provision for income taxes have decreased by $33.5 million, provision for income taxes has decreased by $12.9 million, and net income has decreased by $20.6 million.
|
(2)
|
Excludes loans held for sale
|
(3)
|
Common shareholders' equity less intangible assets (excluding MSR) divided by shares outstanding at the end of the year. See Management's Discussion and Analysis of Financial Condition and Results of Operations-"Results of Operations - Overview" for the reconciliation of non-GAAP financial measures, in Item 7 of this report.
|
(4)
|
Net earnings available to common shareholders divided by average assets.
|
(5)
|
Net earnings available to common shareholders divided by average common shareholders' equity.
|
(6)
|
Net earnings available to common shareholders divided by average common shareholders' equity less average intangible assets. See Management's Discussion and Analysis of Financial Condition and Results of Operations-"Results of Operations - Overview" for the reconciliation of non-GAAP financial measures, in Item 7 of this report.
|
(7)
|
Non-interest expense divided by the sum of net interest income (fully tax equivalent) and non-interest income.
|
(8)
|
Tier 1 capital divided by leverage assets. Leverage assets are defined as quarterly average total assets, net of goodwill, intangibles and certain other items as required by the Federal Reserve.
|
(9)
|
Net interest margin (fully tax equivalent) is calculated by dividing net interest income (fully tax equivalent) by average interest earnings assets.
|
(10)
|
Non-interest income divided by the sum of non-interest income and net interest income.
|
(11)
|
Dividends declared per common share divided by basic earnings per common share.
|
(12)
|
Excludes government guaranteed GNMA mortgage loans that Umpqua has the right but not the obligation to repurchase that are past due 90 days or more totaling
$8.9 million
,
$12.4 million
,
$10.9 million
,
$19.2 million
and
$11.1 million
, as of
December 31, 2018
,
2017
,
2016
,
2015
, and
2014
, respectively.
|
•
|
Net earnings available to common shareholders per diluted common share were
$1.43
for the year ended
December 31, 2018
, compared to
$1.10
for the year ended
December 31, 2017
.
|
•
|
Net interest income was
$938.6 million
for the year ended
December 31, 2018
, compared to
$865.7 million
for the year ended
December 31, 2017
. The increase in net interest income compared to the same period in the prior year was driven by growth in interest-earning assets, along with an increase in net interest margin.
|
•
|
Net interest margin, on a tax equivalent basis, was
4.04%
for the year ended
December 31, 2018
, compared to
3.94%
for the year ended
December 31, 2017
. The increase in net interest margin compared to the same period in the prior year was driven by higher average yields on the loans and lease portfolio, loans held for sale and taxable investments, offset by an increase in the cost of interest-bearing liabilities, a lower yield on tax-exempt securities due to the change in tax rates, and a lower level of discount accretion on acquired loans.
|
•
|
Residential mortgage banking revenue was
$118.2 million
for the year ended
December 31, 2018
, compared to
$136.3 million
for year ended
December 31, 2017
. The decrease for the year ended
December 31, 2018
was driven by a
16%
decrease in closed loans for sale volume, as well as a lower gain on sale margin of
3.09%
, compared to
3.51%
in the same period of the prior year. These were partially offset by a lower loss on fair value of the MSR asset, which decreased to
$13.2 million
, compared to
$23.3 million
for the year ended
December 31, 2017
.
|
•
|
Non-interest expense was
$739.5 million
for the year ended
December 31, 2018
, compared to
$747.9 million
for the year ended
December 31, 2017
. The decrease in non-interest expense compared to the same period in the prior year was driven by lower salaries and benefits and lower merger-related expense, partially offset by higher services costs.
|
•
|
Total gross loans and leases were
$20.4 billion
as of
December 31, 2018
, an increase of
$1.4 billion
, or
7%
, compared to
December 31, 2017
. This increase reflects balanced growth across the Company's commercial, commercial real estate and residential real estate portfolios.
|
•
|
Total deposits were
$21.1 billion
as of
December 31, 2018
, an increase of
$1.2 billion
, or
6%
, from
December 31, 2017
. The increase was primarily attributable to growth in time deposits and non-interest bearing demand deposits, partially offset by decreases in interest bearing demand and money market accounts.
|
•
|
Total consolidated assets were
$26.9 billion
as of
December 31, 2018
, compared to
$25.7 billion
at
December 31, 2017
.
|
•
|
Non-performing assets increased to
$98.2 million
, or
0.36%
of total assets, as of
December 31, 2018
, compared to
$94.1 million
, or
0.37%
of total assets, as of
December 31, 2017
. Non-performing loans were
$87.3 million
, or
0.43%
of total loans, as of
December 31, 2018
, compared to
$82.3 million
, or
0.43%
of total loans, as of
December 31, 2017
.
|
•
|
The provision for loan and lease losses was
$55.9 million
for
2018
, compared to
$47.3 million
for
2017
. The increase was principally attributable to strong growth in the loan and lease portfolio and higher net charge-offs. Net charge-offs on loans and leases were
$51.6 million
for the year ended
December 31, 2018
, or
0.26%
of average loans and leases, compared to net charge-offs of
$40.6 million
, or
0.22%
of average loans and leases, for the year ended
December 31, 2017
.
|
•
|
The Company's total risk based capital was
13.5%
and its Tier 1 common to risk weighted assets ratio was
10.7%
as of
December 31, 2018
. As of
December 31, 2017
, the Company's total risk based ratio was
14.1%
and its Tier 1 common to risk weighted assets ratio was
11.1%
.
|
•
|
Declared cash dividends of
$0.82
per common share for
2018
, up from
$0.68
per common share for
2017
.
|
•
|
Repurchased
327,000
shares of common stock for
$8.0 million
.
|
•
|
We continue to make progress on "Umpqua Next Gen," an initiative started in late 2017 designed to modernize and evolve the Bank. We focused on operational excellence, balanced growth and human-digital programs in 2018. As a part of the operational excellence program, the Bank consolidated 36 stores and sold one since the third quarter of 2017. We also completed an organizational simplification and design exercise to streamline and align functions and bring associates closer to customers. We plan to use savings generated from store consolidations to reinvest in technology, such as our Go-To app, data and analytics, including new customer-focused technologies, associate training, a re-designed corporate website, digital marketing efforts, and new online account origination capabilities.
|
•
|
The strong growth of 2018 shows the success of our balanced growth initiatives, which is focused on generating new, multi-faceted relationships across the bank, to deliver more consistent and diversified growth, driven by stronger, deeper, and more profitable customer relationships.
|
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Return on average assets
|
1.21
|
%
|
|
0.97
|
%
|
|
0.95
|
%
|
|||
Return on average common shareholders' equity
|
7.90
|
%
|
|
6.17
|
%
|
|
5.96
|
%
|
|||
Return on average tangible common shareholders' equity
|
14.45
|
%
|
|
11.49
|
%
|
|
11.34
|
%
|
|||
Calculation of average common tangible shareholders' equity:
|
|
|
|
|
|
||||||
Average common shareholders' equity
|
$
|
4,002,700
|
|
|
$
|
3,929,566
|
|
|
$
|
3,856,890
|
|
Less: average goodwill and other intangible assets, net
|
(1,814,756
|
)
|
|
(1,821,223
|
)
|
|
(1,828,575
|
)
|
|||
Average tangible common shareholders' equity
|
$
|
2,187,944
|
|
|
$
|
2,108,343
|
|
|
$
|
2,028,315
|
|
(dollars in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Total shareholders' equity
|
$
|
4,056,442
|
|
|
$
|
3,969,367
|
|
Subtract:
|
|
|
|
||||
Goodwill
|
1,787,651
|
|
|
1,787,651
|
|
||
Other intangible assets, net
|
23,964
|
|
|
30,130
|
|
||
Tangible common shareholders' equity
|
$
|
2,244,827
|
|
|
$
|
2,151,586
|
|
Total assets
|
$
|
26,939,781
|
|
|
$
|
25,680,447
|
|
Subtract:
|
|
|
|
||||
Goodwill
|
1,787,651
|
|
|
1,787,651
|
|
||
Other intangible assets, net
|
23,964
|
|
|
30,130
|
|
||
Tangible assets
|
$
|
25,128,166
|
|
|
$
|
23,862,666
|
|
Tangible common equity ratio
|
8.93
|
%
|
|
9.02
|
%
|
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
|
Average Balance
|
|
Interest Income or Expense
|
|
Average Yields or Rates
|
|
Average Balance
|
|
Interest Income or Expense
|
|
Average Yields or Rates
|
|
Average Balance
|
|
Interest income or Expense
|
|
Average Yields or Rates
|
|||||||||||||||
INTEREST-EARNING ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans held for sale
|
$
|
288,288
|
|
|
$
|
14,475
|
|
|
5.02
|
%
|
|
$
|
383,802
|
|
|
$
|
14,374
|
|
|
3.75
|
%
|
|
$
|
416,724
|
|
|
$
|
15,995
|
|
|
3.84
|
%
|
Loans and leases (1)
|
19,562,369
|
|
|
957,639
|
|
|
4.90
|
%
|
|
18,169,449
|
|
|
856,944
|
|
|
4.72
|
%
|
|
17,190,625
|
|
|
827,596
|
|
|
4.81
|
%
|
||||||
Taxable securities
|
2,729,950
|
|
|
78,002
|
|
|
2.86
|
%
|
|
2,851,136
|
|
|
59,478
|
|
|
2.09
|
%
|
|
2,314,062
|
|
|
47,826
|
|
|
2.07
|
%
|
||||||
Non-taxable securities (2)
|
281,906
|
|
|
10,316
|
|
|
3.66
|
%
|
|
286,605
|
|
|
13,244
|
|
|
4.62
|
%
|
|
284,780
|
|
|
13,426
|
|
|
4.71
|
%
|
||||||
Temporary investments and interest-bearing deposits
|
446,500
|
|
|
8,665
|
|
|
1.94
|
%
|
|
421,836
|
|
|
4,380
|
|
|
1.04
|
%
|
|
736,854
|
|
|
3,918
|
|
|
0.53
|
%
|
||||||
Total interest earning assets
|
23,309,013
|
|
|
1,069,097
|
|
|
4.59
|
%
|
|
22,112,828
|
|
|
948,420
|
|
|
4.29
|
%
|
|
20,943,045
|
|
|
908,761
|
|
|
4.34
|
%
|
||||||
Allowance for loan and lease losses
|
(144,243
|
)
|
|
|
|
|
|
(138,587
|
)
|
|
|
|
|
|
(132,492
|
)
|
|
|
|
|
||||||||||||
Other assets
|
3,046,163
|
|
|
|
|
|
|
3,099,903
|
|
|
|
|
|
|
3,269,200
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
26,210,933
|
|
|
|
|
|
|
$
|
25,074,144
|
|
|
|
|
|
|
$
|
24,079,753
|
|
|
|
|
|
|||||||||
INTEREST-BEARING LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing checking
|
$
|
2,333,662
|
|
|
$
|
7,675
|
|
|
0.33
|
%
|
|
$
|
2,322,194
|
|
|
$
|
3,725
|
|
|
0.16
|
%
|
|
$
|
2,189,589
|
|
|
$
|
2,415
|
|
|
0.11
|
%
|
Money market deposits
|
6,438,175
|
|
|
27,599
|
|
|
0.43
|
%
|
|
6,741,983
|
|
|
13,069
|
|
|
0.19
|
%
|
|
6,773,939
|
|
|
10,499
|
|
|
0.15
|
%
|
||||||
Savings deposits
|
1,473,134
|
|
|
1,356
|
|
|
0.09
|
%
|
|
1,412,039
|
|
|
699
|
|
|
0.05
|
%
|
|
1,248,831
|
|
|
655
|
|
|
0.05
|
%
|
||||||
Time deposits
|
3,575,526
|
|
|
56,055
|
|
|
1.57
|
%
|
|
2,672,687
|
|
|
28,089
|
|
|
1.05
|
%
|
|
2,518,507
|
|
|
21,671
|
|
|
0.86
|
%
|
||||||
Total interest-bearing deposits
|
13,820,497
|
|
|
92,685
|
|
|
0.67
|
%
|
|
13,148,903
|
|
|
45,582
|
|
|
0.35
|
%
|
|
12,730,866
|
|
|
35,240
|
|
|
0.28
|
%
|
||||||
Federal funds purchased and repurchase agreements
|
287,767
|
|
|
506
|
|
|
0.18
|
%
|
|
344,200
|
|
|
475
|
|
|
0.14
|
%
|
|
333,919
|
|
|
132
|
|
|
0.04
|
%
|
||||||
Term debt
|
785,593
|
|
|
13,604
|
|
|
1.73
|
%
|
|
846,542
|
|
|
14,159
|
|
|
1.67
|
%
|
|
897,050
|
|
|
15,005
|
|
|
1.67
|
%
|
||||||
Junior subordinated debentures
|
370,518
|
|
|
21,715
|
|
|
5.86
|
%
|
|
365,196
|
|
|
18,000
|
|
|
4.93
|
%
|
|
359,003
|
|
|
15,674
|
|
|
4.37
|
%
|
||||||
Total interest-bearing liabilities
|
15,264,375
|
|
|
128,510
|
|
|
0.84
|
%
|
|
14,704,841
|
|
|
78,216
|
|
|
0.53
|
%
|
|
14,320,838
|
|
|
66,051
|
|
|
0.46
|
%
|
||||||
Non-interest-bearing deposits
|
6,699,112
|
|
|
|
|
|
|
6,202,835
|
|
|
|
|
|
|
5,616,585
|
|
|
|
|
|
||||||||||||
Other liabilities
|
244,746
|
|
|
|
|
|
|
236,902
|
|
|
|
|
|
|
285,440
|
|
|
|
|
|
||||||||||||
Total liabilities
|
22,208,233
|
|
|
|
|
|
|
21,144,578
|
|
|
|
|
|
|
20,222,863
|
|
|
|
|
|
||||||||||||
Common equity
|
4,002,700
|
|
|
|
|
|
|
3,929,566
|
|
|
|
|
|
|
3,856,890
|
|
|
|
|
|
||||||||||||
Total liabilities and shareholders' equity
|
$
|
26,210,933
|
|
|
|
|
|
|
$
|
25,074,144
|
|
|
|
|
|
|
$
|
24,079,753
|
|
|
|
|
|
|||||||||
NET INTEREST INCOME
|
|
|
$
|
940,587
|
|
|
|
|
|
|
$
|
870,204
|
|
|
|
|
|
|
$
|
842,710
|
|
|
|
|||||||||
NET INTEREST SPREAD
|
|
|
|
|
3.75
|
%
|
|
|
|
|
|
3.76
|
%
|
|
|
|
|
|
|
|
3.88
|
%
|
||||||||||
AVERAGE YIELD ON EARNING ASSETS (1), (2)
|
|
|
|
|
4.59
|
%
|
|
|
|
|
|
4.29
|
%
|
|
|
|
|
|
|
|
4.34
|
%
|
||||||||||
INTEREST EXPENSE TO EARNING ASSETS
|
|
|
|
|
0.55
|
%
|
|
|
|
|
|
0.35
|
%
|
|
|
|
|
|
|
|
0.32
|
%
|
||||||||||
NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)
|
|
|
|
|
4.04
|
%
|
|
|
|
|
|
3.94
|
%
|
|
|
|
|
|
|
|
4.02
|
%
|
(1)
|
Non-accrual loans and leases are included in the average balance.
|
(2)
|
Tax-exempt income has been adjusted to a tax equivalent basis at a 21% tax rate for 2018 and a 35% tax rate for 2017 and 2016. The amount of such adjustment was an addition to recorded income of approximately
$1.9 million
,
$4.5 million
, and
$4.6 million
for the years ended
2018
,
2017
, and
2016
, respectively.
|
(in thousands)
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||||||||||||||||||
|
Increase (decrease) in interest income and expense due to changes in
|
|
Increase (decrease) in interest income and expense due to changes in
|
||||||||||||||||||||
|
Volume
|
|
Rate
|
|
Total
|
|
Volume
|
|
Rate
|
|
Total
|
||||||||||||
INTEREST-EARNING ASSETS:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans held for sale
|
$
|
(4,091
|
)
|
|
$
|
4,192
|
|
|
$
|
101
|
|
|
$
|
(1,240
|
)
|
|
$
|
(381
|
)
|
|
$
|
(1,621
|
)
|
Loans and leases
|
67,363
|
|
|
33,332
|
|
|
100,695
|
|
|
46,418
|
|
|
(17,070
|
)
|
|
29,348
|
|
||||||
Taxable securities
|
(2,624
|
)
|
|
21,148
|
|
|
18,524
|
|
|
11,200
|
|
|
452
|
|
|
11,652
|
|
||||||
Non-taxable securities
(1)
|
(214
|
)
|
|
(2,714
|
)
|
|
(2,928
|
)
|
|
86
|
|
|
(268
|
)
|
|
(182
|
)
|
||||||
Temporary investments and interest bearing deposits
|
270
|
|
|
4,015
|
|
|
4,285
|
|
|
(2,171
|
)
|
|
2,633
|
|
|
462
|
|
||||||
Total
(1)
|
60,704
|
|
|
59,973
|
|
|
120,677
|
|
|
54,293
|
|
|
(14,634
|
)
|
|
39,659
|
|
||||||
INTEREST-BEARING LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest bearing demand
|
18
|
|
|
3,932
|
|
|
3,950
|
|
|
156
|
|
|
1,154
|
|
|
1,310
|
|
||||||
Money market
|
(615
|
)
|
|
15,145
|
|
|
14,530
|
|
|
(50
|
)
|
|
2,620
|
|
|
2,570
|
|
||||||
Savings
|
31
|
|
|
626
|
|
|
657
|
|
|
83
|
|
|
(39
|
)
|
|
44
|
|
||||||
Time deposits
|
11,389
|
|
|
16,577
|
|
|
27,966
|
|
|
1,391
|
|
|
5,027
|
|
|
6,418
|
|
||||||
Repurchase agreements and federal funds
|
(86
|
)
|
|
117
|
|
|
31
|
|
|
4
|
|
|
339
|
|
|
343
|
|
||||||
Term debt
|
(1,043
|
)
|
|
488
|
|
|
(555
|
)
|
|
(845
|
)
|
|
(1
|
)
|
|
(846
|
)
|
||||||
Junior subordinated debentures
|
266
|
|
|
3,449
|
|
|
3,715
|
|
|
275
|
|
|
2,051
|
|
|
2,326
|
|
||||||
Total
|
9,960
|
|
|
40,334
|
|
|
50,294
|
|
|
1,014
|
|
|
11,151
|
|
|
12,165
|
|
||||||
Net increase (decrease) in net interest income
(1)
|
$
|
50,744
|
|
|
$
|
19,639
|
|
|
$
|
70,383
|
|
|
$
|
53,279
|
|
|
$
|
(25,785
|
)
|
|
$
|
27,494
|
|
(1)
|
Tax exempt income has been adjusted to a tax equivalent basis at a 21% tax rate for 2018 and a 35% tax rate for 2017 and 2016.
|
(dollars in thousands)
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Change Amount
|
|
Change Percent
|
|
2017
|
|
2016
|
|
Change Amount
|
|
Change Percent
|
||||||||||||||
Service charges on deposits
|
$
|
62,124
|
|
|
$
|
61,469
|
|
|
$
|
655
|
|
|
1
|
%
|
|
$
|
61,469
|
|
|
$
|
61,268
|
|
|
$
|
201
|
|
|
—
|
%
|
Brokerage revenue
|
16,480
|
|
|
16,083
|
|
|
397
|
|
|
2
|
%
|
|
16,083
|
|
|
17,033
|
|
|
(950
|
)
|
|
(6
|
)%
|
||||||
Residential mortgage banking revenue, net
|
118,235
|
|
|
136,276
|
|
|
(18,041
|
)
|
|
(13
|
)%
|
|
136,276
|
|
|
157,863
|
|
|
(21,587
|
)
|
|
(14
|
)%
|
||||||
Gain on investment securities, net
|
14
|
|
|
27
|
|
|
(13
|
)
|
|
(48
|
)%
|
|
27
|
|
|
858
|
|
|
(831
|
)
|
|
(97
|
)%
|
||||||
Unrealized holding losses on equity securities
|
(1,484
|
)
|
|
—
|
|
|
(1,484
|
)
|
|
nm
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
||||||
Gain on sale of loans, net
|
7,834
|
|
|
18,012
|
|
|
(10,178
|
)
|
|
(57
|
)%
|
|
18,012
|
|
|
15,144
|
|
|
2,868
|
|
|
19
|
%
|
||||||
Loss on junior subordinated debentures carried at fair value
|
—
|
|
|
(14,727
|
)
|
|
14,727
|
|
|
(100
|
)%
|
|
(14,727
|
)
|
|
(6,323
|
)
|
|
(8,404
|
)
|
|
133
|
%
|
||||||
BOLI income
|
8,297
|
|
|
8,214
|
|
|
83
|
|
|
1
|
%
|
|
8,214
|
|
|
8,514
|
|
|
(300
|
)
|
|
(4
|
)%
|
||||||
Other income
|
67,917
|
|
|
53,133
|
|
|
14,784
|
|
|
28
|
%
|
|
53,133
|
|
|
47,371
|
|
|
5,762
|
|
|
12
|
%
|
||||||
Total
|
$
|
279,417
|
|
|
$
|
278,487
|
|
|
$
|
930
|
|
|
—
|
%
|
|
$
|
278,487
|
|
|
$
|
301,728
|
|
|
$
|
(23,241
|
)
|
|
(8
|
)%
|
nm = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
2018 compared to 2017
|
|
2017 compared to 2016
|
||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
Change Amount
|
|
Change Percent
|
|
2017
|
|
2016
|
|
Change Amount
|
|
Change Percent
|
||||||||||||||
Salaries and employee benefits
|
$
|
425,575
|
|
|
$
|
438,180
|
|
|
$
|
(12,605
|
)
|
|
(3
|
)%
|
|
$
|
438,180
|
|
|
$
|
424,830
|
|
|
$
|
13,350
|
|
|
3
|
%
|
Occupancy and equipment, net
|
148,724
|
|
|
150,545
|
|
|
(1,821
|
)
|
|
(1
|
)%
|
|
150,545
|
|
|
151,944
|
|
|
(1,399
|
)
|
|
(1
|
)%
|
||||||
Communications
|
17,233
|
|
|
18,932
|
|
|
(1,699
|
)
|
|
(9
|
)%
|
|
18,932
|
|
|
21,265
|
|
|
(2,333
|
)
|
|
(11
|
)%
|
||||||
Marketing
|
11,313
|
|
|
8,918
|
|
|
2,395
|
|
|
27
|
%
|
|
8,918
|
|
|
10,913
|
|
|
(1,995
|
)
|
|
(18
|
)%
|
||||||
Services
|
62,730
|
|
|
45,302
|
|
|
17,428
|
|
|
38
|
%
|
|
45,302
|
|
|
42,795
|
|
|
2,507
|
|
|
6
|
%
|
||||||
FDIC assessments
|
16,094
|
|
|
15,014
|
|
|
1,080
|
|
|
7
|
%
|
|
15,014
|
|
|
15,508
|
|
|
(494
|
)
|
|
(3
|
)%
|
||||||
Loss (gain) on other real estate owned, net
|
867
|
|
|
(557
|
)
|
|
1,424
|
|
|
(256
|
)%
|
|
(557
|
)
|
|
(279
|
)
|
|
(278
|
)
|
|
100
|
%
|
||||||
Intangible amortization
|
6,166
|
|
|
6,756
|
|
|
(590
|
)
|
|
(9
|
)%
|
|
6,756
|
|
|
8,622
|
|
|
(1,866
|
)
|
|
(22
|
)%
|
||||||
Merger related expenses
|
—
|
|
|
9,324
|
|
|
(9,324
|
)
|
|
(100
|
)%
|
|
9,324
|
|
|
15,313
|
|
|
(5,989
|
)
|
|
(39
|
)%
|
||||||
Goodwill impairment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
142
|
|
|
(142
|
)
|
|
nm
|
|
||||||
Other expenses
|
50,763
|
|
|
55,461
|
|
|
(4,698
|
)
|
|
(8
|
)%
|
|
55,461
|
|
|
46,102
|
|
|
9,359
|
|
|
20
|
%
|
||||||
Total
|
$
|
739,465
|
|
|
$
|
747,875
|
|
|
$
|
(8,410
|
)
|
|
(1
|
)%
|
|
$
|
747,875
|
|
|
$
|
737,155
|
|
|
$
|
10,720
|
|
|
1
|
%
|
nm = not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2017
|
|
2016
|
||||
Legal and professional
|
|
$
|
7,590
|
|
|
$
|
6,904
|
|
Premises and equipment
|
|
980
|
|
|
5,950
|
|
||
Personnel
|
|
754
|
|
|
1,405
|
|
||
Communication
|
|
—
|
|
|
291
|
|
||
Other
|
|
—
|
|
|
763
|
|
||
Total merger related expense
|
|
$
|
9,324
|
|
|
$
|
15,313
|
|
(in thousands)
|
December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
AVAILABLE FOR SALE
|
|
|
|
|
|
||||||
U.S. Treasury and agencies
|
$
|
39,656
|
|
|
$
|
39,698
|
|
|
$
|
—
|
|
Obligations of states and political subdivisions
|
309,171
|
|
|
308,456
|
|
|
307,697
|
|
|||
Residential mortgage-backed securities and
collateralized mortgage obligations
|
2,628,281
|
|
|
2,665,645
|
|
|
2,391,553
|
|
|||
Investments in mutual funds and other equity securities
|
—
|
|
|
51,970
|
|
|
1,970
|
|
|||
|
$
|
2,977,108
|
|
|
$
|
3,065,769
|
|
|
$
|
2,701,220
|
|
HELD TO MATURITY
|
|
|
|
|
|
||||||
Residential mortgage-backed securities and
collateralized mortgage obligations
|
$
|
3,606
|
|
|
$
|
3,803
|
|
|
$
|
4,216
|
|
|
$
|
3,606
|
|
|
$
|
3,803
|
|
|
$
|
4,216
|
|
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|||||||||||||||
Commercial real estate, net
|
$
|
10,291,343
|
|
|
50.4
|
%
|
|
$
|
9,727,104
|
|
|
51.1
|
%
|
|
$
|
9,345,489
|
|
|
53.5
|
%
|
|
$
|
9,285,611
|
|
|
55.3
|
%
|
|
$
|
8,879,306
|
|
|
58.0
|
%
|
Commercial, net
|
4,732,603
|
|
|
23.1
|
%
|
|
4,278,703
|
|
|
22.4
|
%
|
|
3,576,446
|
|
|
20.5
|
%
|
|
3,174,574
|
|
|
18.9
|
%
|
|
2,948,597
|
|
|
19.3
|
%
|
|||||
Residential, net
|
4,811,550
|
|
|
23.6
|
%
|
|
4,280,765
|
|
|
22.5
|
%
|
|
3,882,022
|
|
|
22.3
|
%
|
|
3,818,204
|
|
|
22.7
|
%
|
|
3,088,888
|
|
|
20.2
|
%
|
|||||
Consumer & other, net
|
587,170
|
|
|
2.9
|
%
|
|
732,620
|
|
|
4.0
|
%
|
|
636,626
|
|
|
3.7
|
%
|
|
524,755
|
|
|
3.1
|
%
|
|
388,490
|
|
|
2.5
|
%
|
|||||
Total loans and leases, net
|
$
|
20,422,666
|
|
|
100.0
|
%
|
|
$
|
19,019,192
|
|
|
100.0
|
%
|
|
$
|
17,440,583
|
|
|
100.0
|
%
|
|
$
|
16,803,144
|
|
|
100.0
|
%
|
|
$
|
15,305,281
|
|
|
100.0
|
%
|
(dollars in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
$
|
3,573,065
|
|
|
17.5
|
%
|
|
$
|
3,483,197
|
|
|
18.3
|
%
|
Owner occupied term, net
|
2,480,371
|
|
|
12.1
|
%
|
|
2,476,654
|
|
|
13.0
|
%
|
||
Multifamily, net
|
3,304,763
|
|
|
16.2
|
%
|
|
3,060,616
|
|
|
16.1
|
%
|
||
Construction & development, net
|
736,254
|
|
|
3.6
|
%
|
|
540,696
|
|
|
2.8
|
%
|
||
Residential development, net
|
196,890
|
|
|
1.0
|
%
|
|
165,941
|
|
|
0.9
|
%
|
||
Commercial
|
|
|
|
|
|
|
|
||||||
Term, net
|
2,232,923
|
|
|
10.9
|
%
|
|
1,944,925
|
|
|
10.2
|
%
|
||
Lines of credit & other, net
|
1,169,525
|
|
|
5.7
|
%
|
|
1,166,275
|
|
|
6.1
|
%
|
||
Leases & equipment finance, net
|
1,330,155
|
|
|
6.5
|
%
|
|
1,167,503
|
|
|
6.1
|
%
|
||
Residential
|
|
|
|
|
|
|
|
||||||
Mortgage, net
|
3,635,073
|
|
|
17.8
|
%
|
|
3,182,888
|
|
|
16.7
|
%
|
||
Home equity loans & lines, net
|
1,176,477
|
|
|
5.8
|
%
|
|
1,097,877
|
|
|
5.8
|
%
|
||
Consumer & other, net
|
587,170
|
|
|
2.9
|
%
|
|
732,620
|
|
|
4.0
|
%
|
||
Total, net of deferred fees and costs
|
$
|
20,422,666
|
|
|
100.0
|
%
|
|
$
|
19,019,192
|
|
|
100.0
|
%
|
(in thousands)
|
By Maturity
|
|
Loans Over One Year by Rate Sensitivity
|
||||||||||||||||||||
|
One Year or Less
|
|
One Through Five Years
|
|
Over Five Years
|
|
Total
|
|
Fixed Rate
|
|
Floating Rate
|
||||||||||||
Commercial real estate
|
$
|
991,851
|
|
|
$
|
1,875,456
|
|
|
$
|
7,424,036
|
|
|
$
|
10,291,343
|
|
|
$
|
1,269,632
|
|
|
$
|
8,029,860
|
|
Commercial
(1)
|
$
|
1,725,126
|
|
|
$
|
896,115
|
|
|
$
|
781,207
|
|
|
$
|
3,402,448
|
|
|
$
|
771,470
|
|
|
$
|
905,852
|
|
(1)
|
Excludes the lease and equipment finance portfolio.
|
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Loans and leases on non-accrual status
|
$
|
50,823
|
|
|
$
|
51,355
|
|
|
$
|
27,765
|
|
|
$
|
29,215
|
|
|
$
|
52,041
|
|
Loans and leases past due 90 days or more and accruing
(1)
|
36,444
|
|
|
30,963
|
|
|
28,369
|
|
|
15,169
|
|
|
7,512
|
|
|||||
Total non-performing loans and leases
|
87,267
|
|
|
82,318
|
|
|
56,134
|
|
|
44,384
|
|
|
59,553
|
|
|||||
Other real estate owned
|
10,958
|
|
|
11,734
|
|
|
6,738
|
|
|
22,307
|
|
|
37,942
|
|
|||||
Total non-performing assets
|
$
|
98,225
|
|
|
$
|
94,052
|
|
|
$
|
62,872
|
|
|
$
|
66,691
|
|
|
$
|
97,495
|
|
Restructured loans
(2)
|
$
|
13,924
|
|
|
$
|
32,168
|
|
|
$
|
40,667
|
|
|
$
|
31,355
|
|
|
$
|
54,836
|
|
Allowance for loan and lease losses
|
$
|
144,871
|
|
|
$
|
140,608
|
|
|
$
|
133,984
|
|
|
$
|
130,322
|
|
|
$
|
116,167
|
|
Reserve for unfunded commitments
|
4,523
|
|
|
3,963
|
|
|
3,611
|
|
|
3,574
|
|
|
3,539
|
|
|||||
Allowance for credit losses
|
$
|
149,394
|
|
|
$
|
144,571
|
|
|
$
|
137,595
|
|
|
$
|
133,896
|
|
|
$
|
119,706
|
|
Asset quality ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-performing assets to total assets
|
0.36
|
%
|
|
0.37
|
%
|
|
0.25
|
%
|
|
0.29
|
%
|
|
0.43
|
%
|
|||||
Non-performing loans and leases to total loans and leases
|
0.43
|
%
|
|
0.43
|
%
|
|
0.32
|
%
|
|
0.26
|
%
|
|
0.39
|
%
|
|||||
Allowance for loan and lease losses to total loans and leases
|
0.71
|
%
|
|
0.74
|
%
|
|
0.77
|
%
|
|
0.78
|
%
|
|
0.76
|
%
|
|||||
Allowance for credit losses to total loans and leases
|
0.73
|
%
|
|
0.76
|
%
|
|
0.79
|
%
|
|
0.80
|
%
|
|
0.78
|
%
|
|||||
Allowance for credit losses to total non-performing loans and leases
|
171
|
%
|
|
176
|
%
|
|
245
|
%
|
|
302
|
%
|
|
201
|
%
|
(1)
|
Excludes government guaranteed GNMA mortgage loans that Umpqua has the right but not the obligation to repurchase that are past due 90 days or more totaling
$8.9 million
,
$12.4 million
,
$10.9 million
,
$19.2 million
and
$11.1 million
, as of
December 31, 2018
,
2017
,
2016
,
2015
, and
2014
, respectively.
|
(2)
|
Represents accruing restructured loans performing according to their restructured terms.
|
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance, beginning of period
|
$
|
140,608
|
|
|
$
|
133,984
|
|
|
$
|
130,322
|
|
|
$
|
116,167
|
|
|
$
|
95,085
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate, net
|
(2,950
|
)
|
|
(2,407
|
)
|
|
(3,137
|
)
|
|
(6,797
|
)
|
|
(8,030
|
)
|
|||||
Commercial, net
|
(55,902
|
)
|
|
(44,511
|
)
|
|
(35,545
|
)
|
|
(20,247
|
)
|
|
(16,824
|
)
|
|||||
Residential, net
|
(877
|
)
|
|
(985
|
)
|
|
(1,885
|
)
|
|
(970
|
)
|
|
(1,855
|
)
|
|||||
Consumer & other, net
|
(6,321
|
)
|
|
(8,016
|
)
|
|
(9,356
|
)
|
|
(7,557
|
)
|
|
(3,469
|
)
|
|||||
Total loans charged-off
|
(66,050
|
)
|
|
(55,919
|
)
|
|
(49,923
|
)
|
|
(35,571
|
)
|
|
(30,178
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate, net
|
1,184
|
|
|
3,068
|
|
|
1,958
|
|
|
2,682
|
|
|
2,539
|
|
|||||
Commercial, net
|
10,421
|
|
|
8,163
|
|
|
4,995
|
|
|
5,001
|
|
|
6,744
|
|
|||||
Residential, net
|
570
|
|
|
764
|
|
|
1,028
|
|
|
641
|
|
|
462
|
|
|||||
Consumer & other, net
|
2,233
|
|
|
3,294
|
|
|
3,930
|
|
|
4,813
|
|
|
1,274
|
|
|||||
Total recoveries
|
14,408
|
|
|
15,289
|
|
|
11,911
|
|
|
13,137
|
|
|
11,019
|
|
|||||
Net charge-offs
|
(51,642
|
)
|
|
(40,630
|
)
|
|
(38,012
|
)
|
|
(22,434
|
)
|
|
(19,159
|
)
|
|||||
Provision for loan and lease losses
|
55,905
|
|
|
47,254
|
|
|
41,674
|
|
|
36,589
|
|
|
40,241
|
|
|||||
Balance, end of period
|
$
|
144,871
|
|
|
$
|
140,608
|
|
|
$
|
133,984
|
|
|
$
|
130,322
|
|
|
$
|
116,167
|
|
As a percentage of average loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs
|
0.26
|
%
|
|
0.22
|
%
|
|
0.22
|
%
|
|
0.14
|
%
|
|
0.15
|
%
|
|||||
Provision for loan and lease losses
|
0.29
|
%
|
|
0.26
|
%
|
|
0.24
|
%
|
|
0.23
|
%
|
|
0.31
|
%
|
|||||
Recoveries as a percentage of charge-offs
|
21.81
|
%
|
|
27.34
|
%
|
|
23.86
|
%
|
|
36.93
|
%
|
|
36.51
|
%
|
(dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
Amount
|
|
%
|
|
|
Amount
|
|
%
|
|
|
Amount
|
|
%
|
|
|
Amount
|
|
%
|
|
|
Amount
|
|
%
|
|
||||||||||
Commercial real estate, net
|
$
|
47,904
|
|
|
50.4
|
%
|
|
$
|
45,765
|
|
|
51.1
|
%
|
|
$
|
47,795
|
|
|
53.5
|
%
|
|
$
|
54,293
|
|
|
55.3
|
%
|
|
$
|
55,184
|
|
|
58.0
|
%
|
Commercial, net
|
63,957
|
|
|
23.1
|
%
|
|
63,305
|
|
|
22.4
|
%
|
|
58,840
|
|
|
20.5
|
%
|
|
47,487
|
|
|
18.9
|
%
|
|
41,216
|
|
|
19.3
|
%
|
|||||
Residential, net
|
22,034
|
|
|
23.6
|
%
|
|
19,360
|
|
|
22.5
|
%
|
|
17,946
|
|
|
22.3
|
%
|
|
22,017
|
|
|
22.7
|
%
|
|
15,922
|
|
|
20.2
|
%
|
|||||
Consumer & other, net
|
10,976
|
|
|
2.9
|
%
|
|
12,178
|
|
|
4.0
|
%
|
|
9,403
|
|
|
3.7
|
%
|
|
6,525
|
|
|
3.1
|
%
|
|
3,845
|
|
|
2.5
|
%
|
|||||
Allowance for loan and lease losses
|
$
|
144,871
|
|
|
|
|
|
$
|
140,608
|
|
|
|
|
$
|
133,984
|
|
|
|
|
|
$
|
130,322
|
|
|
|
|
|
$
|
116,167
|
|
|
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of period
|
$
|
3,963
|
|
|
$
|
3,611
|
|
|
$
|
3,574
|
|
Net charge to other expense
|
560
|
|
|
352
|
|
|
37
|
|
|||
Balance, end of period
|
$
|
4,523
|
|
|
$
|
3,963
|
|
|
$
|
3,611
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of period
|
$
|
153,151
|
|
|
$
|
142,973
|
|
|
$
|
131,817
|
|
Additions for new MSR capitalized
|
29,069
|
|
|
33,445
|
|
|
37,082
|
|
|||
Changes in fair value:
|
|
|
|
|
|
||||||
Due to changes in model inputs or assumptions
(1)
|
9,174
|
|
|
(1,952
|
)
|
|
7,873
|
|
|||
Other
(2)
|
(22,369
|
)
|
|
(21,315
|
)
|
|
(33,799
|
)
|
|||
Balance, end of period
|
$
|
169,025
|
|
|
$
|
153,151
|
|
|
$
|
142,973
|
|
(dollars in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Balance of loans serviced for others
|
$
|
15,978,885
|
|
|
$
|
15,336,597
|
|
|
$
|
14,327,368
|
|
MSR as a percentage of serviced loans
|
1.06
|
%
|
|
1.00
|
%
|
|
1.00
|
%
|
(dollars in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Non-interest bearing
|
$
|
6,667,467
|
|
|
32
|
%
|
|
$
|
6,505,628
|
|
|
33
|
%
|
Interest bearing demand
|
2,340,471
|
|
|
11
|
%
|
|
2,384,133
|
|
|
12
|
%
|
||
Money market
|
6,645,390
|
|
|
31
|
%
|
|
7,037,891
|
|
|
35
|
%
|
||
Savings
|
1,492,685
|
|
|
7
|
%
|
|
1,446,860
|
|
|
7
|
%
|
||
Time, $100,000 or greater
|
2,947,084
|
|
|
14
|
%
|
|
1,684,498
|
|
|
8
|
%
|
||
Time, less than $100,000
|
1,044,389
|
|
|
5
|
%
|
|
889,290
|
|
|
5
|
%
|
||
Total
|
$
|
21,137,486
|
|
|
100
|
%
|
|
$
|
19,948,300
|
|
|
100
|
%
|
(in thousands)
|
Amount
|
||
Three months or less
|
$
|
731,819
|
|
Over three months through six months
|
450,689
|
|
|
Over six months through twelve months
|
841,269
|
|
|
Over twelve months
|
923,307
|
|
|
Time, $100,000 and over
|
$
|
2,947,084
|
|
(in thousands)
|
Less than 1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More than 5 Years
|
|
Total
|
||||||||||
Deposits
(1)
|
$
|
19,739,544
|
|
|
$
|
1,216,341
|
|
|
$
|
148,248
|
|
|
$
|
33,353
|
|
|
$
|
21,137,486
|
|
Term debt
|
125,000
|
|
|
620,000
|
|
|
—
|
|
|
5,000
|
|
|
750,000
|
|
|||||
Junior subordinated debentures
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
464,962
|
|
|
464,962
|
|
|||||
Operating leases
|
33,948
|
|
|
53,433
|
|
|
32,350
|
|
|
37,963
|
|
|
157,694
|
|
|||||
Other long-term liabilities
(3)
|
3,916
|
|
|
7,243
|
|
|
6,691
|
|
|
46,052
|
|
|
63,902
|
|
|||||
Total contractual obligations
|
$
|
19,902,408
|
|
|
$
|
1,897,017
|
|
|
$
|
187,289
|
|
|
$
|
587,330
|
|
|
$
|
22,574,044
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Dividend declared per common share
|
$
|
0.82
|
|
|
$
|
0.68
|
|
|
$
|
0.64
|
|
Dividend payout ratio
|
57
|
%
|
|
62
|
%
|
|
62
|
%
|
(in thousands)
|
By Estimated Cash Flow or Repricing Interval
|
||||||||||||||||||
|
0-3 Months
|
4-12 Months
|
1-5 Years
|
Over 5 Years
|
Non-Rate Sensitive
|
|
Total
|
||||||||||||
ASSETS
|
|
|
|
|
|
|
|
||||||||||||
Interest bearing cash and temporary investments
|
$
|
287,218
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
287,218
|
|
Equity and other securities
|
—
|
|
—
|
|
50,000
|
|
—
|
|
11,841
|
|
|
61,841
|
|
||||||
Securities held to maturity
|
55
|
|
114
|
|
577
|
|
2,850
|
|
10
|
|
|
3,606
|
|
||||||
Securities available for sale
|
130,143
|
|
309,885
|
|
1,113,626
|
|
1,485,325
|
|
(61,871
|
)
|
|
2,977,108
|
|
||||||
Loans held for sale
|
164,864
|
|
—
|
|
—
|
|
—
|
|
1,597
|
|
|
166,461
|
|
||||||
Loans and leases
|
7,546,280
|
|
3,431,435
|
|
7,885,439
|
|
1,663,119
|
|
(103,607
|
)
|
|
20,422,666
|
|
||||||
Non-interest earning assets
|
—
|
|
—
|
|
—
|
|
—
|
|
3,020,881
|
|
|
3,020,881
|
|
||||||
Total assets
|
8,128,560
|
|
3,741,434
|
|
9,049,642
|
|
3,151,294
|
|
2,868,851
|
|
|
$
|
26,939,781
|
|
|||||
|
|
|
|
|
|
|
|
||||||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||||||||||||||
Interest bearing demand deposits
|
$
|
2,340,471
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
2,340,471
|
|
Money market deposits
|
6,645,390
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
6,645,390
|
|
||||||
Savings deposits
|
1,492,685
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
1,492,685
|
|
||||||
Time deposits
|
948,913
|
|
1,657,852
|
|
1,352,203
|
|
32,505
|
|
—
|
|
|
3,991,473
|
|
||||||
Securities sold under agreements to repurchase
|
297,151
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
297,151
|
|
||||||
Term debt
|
50,000
|
|
75,000
|
|
620,000
|
|
5,000
|
|
1,788
|
|
|
751,788
|
|
||||||
Junior subordinated debentures, at fair value
|
379,390
|
|
—
|
|
—
|
|
—
|
|
(78,520
|
)
|
|
300,870
|
|
||||||
Junior subordinated debentures, at amortized cost
|
85,572
|
|
—
|
|
—
|
|
—
|
|
3,152
|
|
|
88,724
|
|
||||||
Non-interest bearing liabilities and shareholders' equity
|
—
|
|
—
|
|
—
|
|
—
|
|
11,031,229
|
|
|
11,031,229
|
|
||||||
Total liabilities and shareholders' equity
|
12,239,572
|
|
1,732,852
|
|
1,972,203
|
|
37,505
|
|
10,957,649
|
|
|
$
|
26,939,781
|
|
|||||
|
|
|
|
|
|
|
|
||||||||||||
Interest rate sensitivity gap
|
(4,111,012
|
)
|
2,008,582
|
|
7,077,439
|
|
3,113,789
|
|
(8,088,798
|
)
|
|
|
|||||||
Cumulative interest rate sensitivity gap
|
$
|
(4,111,012
|
)
|
$
|
(2,102,430
|
)
|
$
|
4,975,009
|
|
$
|
8,088,798
|
|
$
|
—
|
|
|
|
||
Cumulative gap as a % of earning assets
|
(17
|
)%
|
(9
|
)%
|
21
|
%
|
34
|
%
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Up 300 basis points
|
4.9
|
%
|
|
5.5
|
%
|
|
4.9
|
%
|
Up 200 basis points
|
3.3
|
%
|
|
3.9
|
%
|
|
3.5
|
%
|
Up 100 basis points
|
1.7
|
%
|
|
2.1
|
%
|
|
2.1
|
%
|
Down 100 basis points
|
(2.8
|
)%
|
|
(3.9
|
)%
|
|
(3.8
|
)%
|
Down 200 basis points
|
(6.3
|
)%
|
|
(8.1
|
)%
|
|
(7.4
|
)%
|
Down 300 basis points
|
(9.5
|
)%
|
|
(11.3
|
)%
|
|
(10.3
|
)%
|
|
Year 1
|
|
Year 2
|
||
Up 300 basis points
|
4.9
|
%
|
|
8.7
|
%
|
Up 200 basis points
|
3.3
|
%
|
|
6.0
|
%
|
Up 100 basis points
|
1.7
|
%
|
|
3.2
|
%
|
Down 100 basis points
|
(2.8
|
)%
|
|
(8.4
|
)%
|
Down 200 basis points
|
(6.3
|
)%
|
|
(18.9
|
)%
|
Down 300 basis points
|
(9.5
|
)%
|
|
(25.7
|
)%
|
|
2018
|
|
2017
|
||
Up 300 basis points
|
(5.6
|
)%
|
|
(6.6
|
)%
|
Up 200 basis points
|
(3.2
|
)%
|
|
(3.7
|
)%
|
Up 100 basis points
|
(1.0
|
)%
|
|
(1.1
|
)%
|
Down 100 basis points
|
(4.0
|
)%
|
|
(4.6
|
)%
|
Down 200 basis points
|
(11.1
|
)%
|
|
(12.4
|
)%
|
Down 300 basis points
|
(18.6
|
)%
|
|
(19.4
|
)%
|
(in thousands, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
INTEREST INCOME
|
|
|
|
|
|
||||||
Interest and fees on loans and leases
|
$
|
972,114
|
|
|
$
|
871,318
|
|
|
$
|
843,591
|
|
Interest and dividends on investment securities:
|
|
|
|
|
|
||||||
Taxable
|
76,014
|
|
|
57,987
|
|
|
46,427
|
|
|||
Exempt from federal income tax
|
8,368
|
|
|
8,725
|
|
|
8,828
|
|
|||
Dividends
|
1,988
|
|
|
1,491
|
|
|
1,399
|
|
|||
Interest on temporary investments and interest bearing deposits
|
8,665
|
|
|
4,380
|
|
|
3,918
|
|
|||
Total interest income
|
1,067,149
|
|
|
943,901
|
|
|
904,163
|
|
|||
INTEREST EXPENSE
|
|
|
|
|
|
||||||
Interest on deposits
|
92,685
|
|
|
45,582
|
|
|
35,240
|
|
|||
Interest on securities sold under agreement to repurchase and federal funds purchased
|
506
|
|
|
475
|
|
|
132
|
|
|||
Interest on term debt
|
13,604
|
|
|
14,159
|
|
|
15,005
|
|
|||
Interest on junior subordinated debentures
|
21,715
|
|
|
18,000
|
|
|
15,674
|
|
|||
Total interest expense
|
128,510
|
|
|
78,216
|
|
|
66,051
|
|
|||
Net interest income
|
938,639
|
|
|
865,685
|
|
|
838,112
|
|
|||
PROVISION FOR LOAN AND LEASE LOSSES
|
55,905
|
|
|
47,254
|
|
|
41,674
|
|
|||
Net interest income after provision for loan and lease losses
|
882,734
|
|
|
818,431
|
|
|
796,438
|
|
|||
NON-INTEREST INCOME
|
|
|
|
|
|
||||||
Service charges on deposits
|
62,124
|
|
|
61,469
|
|
|
61,268
|
|
|||
Brokerage revenue
|
16,480
|
|
|
16,083
|
|
|
17,033
|
|
|||
Residential mortgage banking revenue, net
|
118,235
|
|
|
136,276
|
|
|
157,863
|
|
|||
Gain on sale of investment securities, net
|
14
|
|
|
27
|
|
|
858
|
|
|||
Unrealized holding losses on equity securities
|
(1,484
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on loan sales, net
|
7,834
|
|
|
18,012
|
|
|
15,144
|
|
|||
Loss on junior subordinated debentures carried at fair value
|
—
|
|
|
(14,727
|
)
|
|
(6,323
|
)
|
|||
BOLI income
|
8,297
|
|
|
8,214
|
|
|
8,514
|
|
|||
Other income
|
67,917
|
|
|
53,133
|
|
|
47,371
|
|
|||
Total non-interest income
|
279,417
|
|
|
278,487
|
|
|
301,728
|
|
|||
NON-INTEREST EXPENSE
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
425,575
|
|
|
438,180
|
|
|
424,830
|
|
|||
Occupancy and equipment, net
|
148,724
|
|
|
150,545
|
|
|
151,944
|
|
|||
Communications
|
17,233
|
|
|
18,932
|
|
|
21,265
|
|
|||
Marketing
|
11,313
|
|
|
8,918
|
|
|
10,913
|
|
|||
Services
|
62,730
|
|
|
45,302
|
|
|
42,795
|
|
|||
FDIC assessments
|
16,094
|
|
|
15,014
|
|
|
15,508
|
|
|||
Loss (gain) on other real estate owned, net
|
867
|
|
|
(557
|
)
|
|
(279
|
)
|
|||
Intangible amortization
|
6,166
|
|
|
6,756
|
|
|
8,622
|
|
|||
Merger related expenses
|
—
|
|
|
9,324
|
|
|
15,313
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
142
|
|
|||
Other expenses
|
50,763
|
|
|
55,461
|
|
|
46,102
|
|
|||
Total non-interest expense
|
739,465
|
|
|
747,875
|
|
|
737,155
|
|
|||
Income before provision for income taxes
|
422,686
|
|
|
349,043
|
|
|
361,011
|
|
|||
Provision for income taxes
|
106,423
|
|
|
106,730
|
|
|
130,943
|
|
|||
Net income
|
$
|
316,263
|
|
|
$
|
242,313
|
|
|
$
|
230,068
|
|
(in thousands, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
316,263
|
|
|
$
|
242,313
|
|
|
$
|
230,068
|
|
Dividends and undistributed earnings allocated to participating securities
|
16
|
|
|
55
|
|
|
123
|
|
|||
Net earnings available to common shareholders
|
$
|
316,247
|
|
|
$
|
242,258
|
|
|
$
|
229,945
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$1.44
|
|
$1.10
|
|
$1.04
|
||||||
Diluted
|
$1.43
|
|
$1.10
|
|
$1.04
|
||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
220,280
|
|
|
220,251
|
|
|
220,282
|
|
|||
Diluted
|
220,737
|
|
|
220,836
|
|
|
220,908
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
316,263
|
|
|
$
|
242,313
|
|
|
$
|
230,068
|
|
Available for sale securities:
|
|
|
|
|
|
||||||
Unrealized (losses) gains arising during the period
|
(35,205
|
)
|
|
1,301
|
|
|
(29,817
|
)
|
|||
Income tax benefit (expense) related to unrealized (losses) gains
|
8,911
|
|
|
(503
|
)
|
|
11,558
|
|
|||
|
|
|
|
|
|
||||||
Reclassification adjustment for net realized gains in earnings
|
(14
|
)
|
|
(27
|
)
|
|
(858
|
)
|
|||
Income tax expense related to realized gains
|
4
|
|
|
10
|
|
|
332
|
|
|||
Net change in unrealized (losses) gains for available for sale securities
|
(26,304
|
)
|
|
781
|
|
|
(18,785
|
)
|
|||
|
|
|
|
|
|
||||||
Junior subordinated debentures, at fair value:
|
|
|
|
|
|
||||||
Unrealized losses arising during the period
|
(23,268
|
)
|
|
—
|
|
|
—
|
|
|||
Income tax benefit related to unrealized losses
|
5,940
|
|
|
—
|
|
|
—
|
|
|||
Net change in unrealized losses for junior subordinated debentures, at fair value
|
(17,328
|
)
|
|
—
|
|
|
—
|
|
|||
Other comprehensive (loss) income, net of tax
|
(43,632
|
)
|
|
781
|
|
|
(18,785
|
)
|
|||
Comprehensive income
|
$
|
272,631
|
|
|
$
|
243,094
|
|
|
$
|
211,283
|
|
(in thousands, except shares)
|
Common Stock
|
|
|
|
Accumulated Other
Comprehensive Income (Loss)
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
Retained Earnings
|
|
|
Total
|
||||||||||
Balance at December 31, 2015 as previously reported
|
220,171,091
|
|
|
$
|
3,520,591
|
|
|
$
|
331,301
|
|
|
$
|
(2,558
|
)
|
|
$
|
3,849,334
|
|
Prior period adjustment, Note 1
|
|
|
|
|
(38,841
|
)
|
|
|
|
$
|
(38,841
|
)
|
||||||
Restated balance at January 1, 2016
|
220,171,091
|
|
|
$
|
3,520,591
|
|
|
$
|
292,460
|
|
|
$
|
(2,558
|
)
|
|
$
|
3,810,493
|
|
Net income
|
|
|
|
|
230,068
|
|
|
|
|
230,068
|
|
|||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
(18,785
|
)
|
|
(18,785
|
)
|
|||||||
Stock-based compensation
|
|
|
9,790
|
|
|
|
|
|
|
9,790
|
|
|||||||
Stock repurchased and retired
|
(1,117,061
|
)
|
|
(17,708
|
)
|
|
|
|
|
|
(17,708
|
)
|
||||||
Issuances of common stock under stock plans
|
1,123,000
|
|
|
2,626
|
|
|
|
|
|
|
2,626
|
|
||||||
Cash dividends on common stock ($0.64 per share)
|
|
|
|
|
(141,402
|
)
|
|
|
|
(141,402
|
)
|
|||||||
Balance at December 31, 2016
|
220,177,030
|
|
|
$
|
3,515,299
|
|
|
$
|
381,126
|
|
|
$
|
(21,343
|
)
|
|
$
|
3,875,082
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at January 1, 2017
|
220,177,030
|
|
|
$
|
3,515,299
|
|
|
$
|
381,126
|
|
|
$
|
(21,343
|
)
|
|
$
|
3,875,082
|
|
Net income
|
|
|
|
|
242,313
|
|
|
|
|
242,313
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
781
|
|
|
781
|
|
|||||||
Stock-based compensation
|
|
|
9,612
|
|
|
|
|
|
|
9,612
|
|
|||||||
Stock repurchased and retired
|
(468,555
|
)
|
|
(8,614
|
)
|
|
|
|
|
|
(8,614
|
)
|
||||||
Issuances of common stock under stock plans
|
440,349
|
|
|
961
|
|
|
|
|
|
|
961
|
|
||||||
Cash dividends on common stock ($0.68 per share)
|
|
|
|
|
(150,768
|
)
|
|
|
|
(150,768
|
)
|
|||||||
Tax rate effect reclassification (1)
|
|
|
|
|
4,430
|
|
|
(4,430
|
)
|
|
—
|
|
||||||
Balance at December 31, 2017
|
220,148,824
|
|
|
$
|
3,517,258
|
|
|
$
|
477,101
|
|
|
$
|
(24,992
|
)
|
|
$
|
3,969,367
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Balance at January 1, 2018
|
220,148,824
|
|
|
$
|
3,517,258
|
|
|
$
|
477,101
|
|
|
$
|
(24,992
|
)
|
|
$
|
3,969,367
|
|
Net income
|
|
|
|
|
316,263
|
|
|
|
|
316,263
|
|
|||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
(43,632
|
)
|
|
(43,632
|
)
|
|||||||
Stock-based compensation
|
|
|
7,513
|
|
|
|
|
|
|
7,513
|
|
|||||||
Stock repurchased and retired
|
(557,648
|
)
|
|
(12,962
|
)
|
|
|
|
|
|
(12,962
|
)
|
||||||
Issuances of common stock under stock plans
|
663,863
|
|
|
1,065
|
|
|
|
|
|
|
1,065
|
|
||||||
Cash dividends on common stock ($0.82 per share)
|
|
|
|
|
(181,172
|
)
|
|
|
|
(181,172
|
)
|
|||||||
Junior subordinated debentures, at fair value, cumulative effect adjustment (2)
|
|
|
|
|
(9,710
|
)
|
|
9,710
|
|
|
—
|
|
||||||
Balance at December 31, 2018
|
220,255,039
|
|
|
$
|
3,512,874
|
|
|
$
|
602,482
|
|
|
$
|
(58,914
|
)
|
|
$
|
4,056,442
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
316,263
|
|
|
$
|
242,313
|
|
|
$
|
230,068
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Deferred income tax expense
|
18,812
|
|
|
77,428
|
|
|
113,834
|
|
|||
Amortization of investment premiums, net
|
9,917
|
|
|
29,340
|
|
|
23,743
|
|
|||
Gain on sales of investment securities, net
|
(14
|
)
|
|
(27
|
)
|
|
(858
|
)
|
|||
Gain on sale of other real estate owned, net
|
(410
|
)
|
|
(703
|
)
|
|
(1,998
|
)
|
|||
Valuation adjustment on other real estate owned
|
1,277
|
|
|
146
|
|
|
1,719
|
|
|||
Provision for loan and lease losses
|
55,905
|
|
|
47,254
|
|
|
41,674
|
|
|||
Change in cash surrender value of bank owned life insurance
|
(8,396
|
)
|
|
(8,300
|
)
|
|
(8,595
|
)
|
|||
Change in FDIC indemnification asset
|
—
|
|
|
—
|
|
|
82
|
|
|||
Depreciation, amortization and accretion
|
52,345
|
|
|
57,968
|
|
|
59,256
|
|
|||
(Gain) loss on sale of premises and equipment
|
(2,037
|
)
|
|
(1,442
|
)
|
|
6,737
|
|
|||
Gain on store divestiture
|
(1,157
|
)
|
|
—
|
|
|
—
|
|
|||
Gain on Pivotus divestiture
|
(5,778
|
)
|
|
—
|
|
|
—
|
|
|||
Goodwill impairment
|
—
|
|
|
—
|
|
|
142
|
|
|||
Additions to residential mortgage servicing rights carried at fair value
|
(29,069
|
)
|
|
(33,445
|
)
|
|
(37,082
|
)
|
|||
Change in fair value residential mortgage servicing rights carried at fair value
|
13,195
|
|
|
23,267
|
|
|
25,926
|
|
|||
Gain on redemption of junior subordinated debentures at amortized cost
|
(1,043
|
)
|
|
—
|
|
|
—
|
|
|||
Change in junior subordinated debentures carried at fair value
|
—
|
|
|
14,946
|
|
|
6,752
|
|
|||
Stock-based compensation
|
7,513
|
|
|
9,612
|
|
|
9,790
|
|
|||
Net decrease (increase) in equity and other investments
|
900
|
|
|
(1,291
|
)
|
|
(1,378
|
)
|
|||
Holding losses on equity securities
|
1,484
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of loans, net
|
(77,772
|
)
|
|
(145,007
|
)
|
|
(179,929
|
)
|
|||
Change in fair value of loans held for sale
|
2,606
|
|
|
(453
|
)
|
|
3,517
|
|
|||
Origination of loans held for sale
|
(2,872,994
|
)
|
|
(3,414,431
|
)
|
|
(3,990,278
|
)
|
|||
Proceeds from sales of loans held for sale
|
3,033,383
|
|
|
3,669,679
|
|
|
4,127,503
|
|
|||
Change in other assets and liabilities:
|
|
|
|
|
|
|
|
||||
Net (increase) decrease in other assets
|
(29,179
|
)
|
|
1,041
|
|
|
(27,080
|
)
|
|||
Net increase (decrease) in other liabilities
|
19,493
|
|
|
(52,388
|
)
|
|
11,622
|
|
|||
Net cash provided by operating activities
|
505,244
|
|
|
515,507
|
|
|
415,167
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Purchases of investment securities available for sale
|
(449,359
|
)
|
|
(952,819
|
)
|
|
(852,101
|
)
|
|||
Proceeds from investment securities available for sale
|
440,241
|
|
|
559,746
|
|
|
619,752
|
|
|||
Proceeds from investment securities held to maturity
|
493
|
|
|
520
|
|
|
501
|
|
|||
Purchases of restricted equity securities
|
(45,601
|
)
|
|
(243,171
|
)
|
|
(600
|
)
|
|||
Redemption of restricted equity securities
|
48,841
|
|
|
245,191
|
|
|
2,021
|
|
|||
Net change in loans and leases
|
(1,618,333
|
)
|
|
(1,881,924
|
)
|
|
(1,144,443
|
)
|
|||
Proceeds from sales of loans
|
164,037
|
|
|
271,124
|
|
|
475,810
|
|
|||
Change in premises and equipment
|
(8,989
|
)
|
|
(4,278
|
)
|
|
(30,313
|
)
|
|||
Proceeds from bank owned life insurance death benefit
|
1,481
|
|
|
1,601
|
|
|
814
|
|
|||
Purchase of bank owned life insurance
|
—
|
|
|
(750
|
)
|
|
—
|
|
|||
Net change in proceeds from FDIC indemnification asset
|
—
|
|
|
632
|
|
|
140
|
|
|||
Proceeds from sales of other real estate owned
|
3,223
|
|
|
6,705
|
|
|
15,855
|
|
|||
Net cash paid in store divestiture
|
(35,219
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(1,499,185
|
)
|
|
(1,997,423
|
)
|
|
(912,564
|
)
|
(in thousands, except per share amounts)
|
Year Ended
|
||||||||||||||||||||||
December 31, 2017
|
|
December 31, 2016
|
|||||||||||||||||||||
As Originally Reported
|
|
Adjustment
|
|
As Revised
|
|
As Originally Reported
|
|
Adjustment
|
|
As Revised
|
|||||||||||||
Interest and fees on loans and leases
|
$
|
865,521
|
|
|
$
|
5,797
|
|
|
$
|
871,318
|
|
|
$
|
850,067
|
|
|
$
|
(6,476
|
)
|
|
$
|
843,591
|
|
Total interest income
|
938,104
|
|
|
5,797
|
|
|
943,901
|
|
|
910,639
|
|
|
(6,476
|
)
|
|
904,163
|
|
||||||
Net interest income
|
859,888
|
|
|
5,797
|
|
|
865,685
|
|
|
844,588
|
|
|
(6,476
|
)
|
|
838,112
|
|
||||||
Net interest income after provision for loan and lease losses
|
812,634
|
|
|
5,797
|
|
|
818,431
|
|
|
802,914
|
|
|
(6,476
|
)
|
|
796,438
|
|
||||||
Gain on loan sales, net
|
16,721
|
|
|
1,291
|
|
|
18,012
|
|
|
13,356
|
|
|
1,788
|
|
|
15,144
|
|
||||||
Total non-interest income
|
277,196
|
|
|
1,291
|
|
|
278,487
|
|
|
299,940
|
|
|
1,788
|
|
|
301,728
|
|
||||||
Income before provision for income taxes
|
341,955
|
|
|
7,088
|
|
|
349,043
|
|
|
365,699
|
|
|
(4,688
|
)
|
|
361,011
|
|
||||||
Provision for income taxes
|
95,936
|
|
|
10,794
|
|
|
106,730
|
|
|
132,759
|
|
|
(1,816
|
)
|
|
130,943
|
|
||||||
Net income
|
$
|
246,019
|
|
|
$
|
(3,706
|
)
|
|
$
|
242,313
|
|
|
$
|
232,940
|
|
|
$
|
(2,872
|
)
|
|
$
|
230,068
|
|
Dividends and undistributed earnings allocated to participating securities
|
56
|
|
|
(1
|
)
|
|
55
|
|
|
125
|
|
|
(2
|
)
|
|
123
|
|
||||||
Net earnings available to common shareholders
|
$
|
245,963
|
|
|
$
|
(3,705
|
)
|
|
$
|
242,258
|
|
|
$
|
232,815
|
|
|
$
|
(2,870
|
)
|
|
$
|
229,945
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
1.12
|
|
|
$
|
(0.02
|
)
|
|
$
|
1.10
|
|
|
$
|
1.06
|
|
|
$
|
(0.02
|
)
|
|
$
|
1.04
|
|
Diluted
|
$
|
1.11
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.10
|
|
|
$
|
1.05
|
|
|
$
|
(0.01
|
)
|
|
$
|
1.04
|
|
(in thousands)
|
December 31, 2017
|
||||||||||
|
As Originally Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Loans and leases
|
$
|
19,080,184
|
|
|
$
|
(60,992
|
)
|
|
$
|
19,019,192
|
|
Net loans and leases
|
$
|
18,939,576
|
|
|
$
|
(60,992
|
)
|
|
$
|
18,878,584
|
|
Total assets
|
$
|
25,741,439
|
|
|
$
|
(60,992
|
)
|
|
$
|
25,680,447
|
|
Deferred tax liability, net
|
$
|
37,503
|
|
|
$
|
(15,573
|
)
|
|
$
|
21,930
|
|
Total liabilities
|
$
|
21,726,653
|
|
|
$
|
(15,573
|
)
|
|
$
|
21,711,080
|
|
Retained earnings
|
$
|
522,520
|
|
|
$
|
(45,419
|
)
|
|
$
|
477,101
|
|
Total shareholders' equity
|
$
|
4,014,786
|
|
|
$
|
(45,419
|
)
|
|
$
|
3,969,367
|
|
Total liabilities and shareholders' equity
|
$
|
25,741,439
|
|
|
$
|
(60,992
|
)
|
|
$
|
25,680,447
|
|
(in thousands)
|
As Originally Reported
|
|
Adjustment
|
|
As Revised
|
||||||
Net income for the year ended December 31, 2016
|
$
|
232,940
|
|
|
$
|
(2,872
|
)
|
|
$
|
230,068
|
|
Retained earnings as of December 31, 2016
|
$
|
422,839
|
|
|
$
|
(41,713
|
)
|
|
$
|
381,126
|
|
Total equity as of December 31, 2016
|
$
|
3,916,795
|
|
|
$
|
(41,713
|
)
|
|
$
|
3,875,082
|
|
Net income for the year ended December 31, 2017
|
$
|
246,019
|
|
|
$
|
(3,706
|
)
|
|
$
|
242,313
|
|
Retained earnings as of December 31, 2017
|
$
|
522,520
|
|
|
$
|
(45,419
|
)
|
|
$
|
477,101
|
|
Total equity as of December 31, 2017
|
$
|
4,014,786
|
|
|
$
|
(45,419
|
)
|
|
$
|
3,969,367
|
|
(in thousands)
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agencies
|
$
|
40,002
|
|
|
$
|
—
|
|
|
$
|
(346
|
)
|
|
$
|
39,656
|
|
Obligations of states and political subdivisions
|
308,972
|
|
|
2,785
|
|
|
(2,586
|
)
|
|
309,171
|
|
||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
2,696,913
|
|
|
3,590
|
|
|
(72,222
|
)
|
|
2,628,281
|
|
||||
|
$
|
3,045,887
|
|
|
$
|
6,375
|
|
|
$
|
(75,154
|
)
|
|
$
|
2,977,108
|
|
HELD TO MATURITY:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
$
|
3,606
|
|
|
$
|
1,038
|
|
|
$
|
—
|
|
|
$
|
4,644
|
|
|
$
|
3,606
|
|
|
$
|
1,038
|
|
|
$
|
—
|
|
|
$
|
4,644
|
|
(in thousands)
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agencies
|
$
|
40,021
|
|
|
$
|
—
|
|
|
$
|
(323
|
)
|
|
$
|
39,698
|
|
Obligations of states and political subdivisions
|
303,352
|
|
|
6,206
|
|
|
(1,102
|
)
|
|
308,456
|
|
||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
2,703,997
|
|
|
2,039
|
|
|
(40,391
|
)
|
|
2,665,645
|
|
||||
Investments in mutual funds and other equity securities
|
51,959
|
|
|
11
|
|
|
—
|
|
|
51,970
|
|
||||
|
$
|
3,099,329
|
|
|
$
|
8,256
|
|
|
$
|
(41,816
|
)
|
|
$
|
3,065,769
|
|
HELD TO MATURITY:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
$
|
3,803
|
|
|
$
|
1,103
|
|
|
$
|
—
|
|
|
$
|
4,906
|
|
|
$
|
3,803
|
|
|
$
|
1,103
|
|
|
$
|
—
|
|
|
$
|
4,906
|
|
(in thousands)
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasury and agencies
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,656
|
|
|
$
|
346
|
|
|
$
|
39,656
|
|
|
$
|
346
|
|
Obligations of states and political subdivisions
|
59,963
|
|
|
800
|
|
|
38,691
|
|
|
1,786
|
|
|
98,654
|
|
|
2,586
|
|
||||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
332,103
|
|
|
5,432
|
|
|
1,992,546
|
|
|
66,790
|
|
|
2,324,649
|
|
|
72,222
|
|
||||||
Total temporarily impaired securities
|
$
|
392,066
|
|
|
$
|
6,232
|
|
|
$
|
2,070,893
|
|
|
$
|
68,922
|
|
|
$
|
2,462,959
|
|
|
$
|
75,154
|
|
(in thousands)
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasury and agencies
|
$
|
39,699
|
|
|
$
|
323
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,699
|
|
|
$
|
323
|
|
Obligations of states and political subdivisions
|
20,566
|
|
|
322
|
|
|
24,798
|
|
|
780
|
|
|
45,364
|
|
|
1,102
|
|
||||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
1,184,000
|
|
|
10,368
|
|
|
1,226,364
|
|
|
30,023
|
|
|
2,410,364
|
|
|
40,391
|
|
||||||
Total temporarily impaired securities
|
$
|
1,244,265
|
|
|
$
|
11,013
|
|
|
$
|
1,251,162
|
|
|
$
|
30,803
|
|
|
$
|
2,495,427
|
|
|
$
|
41,816
|
|
(in thousands)
|
Available For Sale
|
|
Held To Maturity
|
||||||||||||
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
AMOUNTS MATURING IN:
|
|
|
|
|
|
|
|
||||||||
Due within one year
|
$
|
21,169
|
|
|
$
|
21,140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
90,837
|
|
|
90,367
|
|
|
—
|
|
|
—
|
|
||||
Due after five years through ten years
|
398,942
|
|
|
393,068
|
|
|
15
|
|
|
15
|
|
||||
Due after ten years
|
2,534,939
|
|
|
2,472,533
|
|
|
3,591
|
|
|
4,629
|
|
||||
|
$
|
3,045,887
|
|
|
$
|
2,977,108
|
|
|
$
|
3,606
|
|
|
$
|
4,644
|
|
(in thousands)
|
Amortized Cost
|
|
Fair Value
|
||||
To state and local governments to secure public deposits
|
$
|
1,125,556
|
|
|
$
|
1,102,722
|
|
Other securities pledged principally to secure repurchase agreements
|
430,490
|
|
|
418,013
|
|
||
Total pledged securities
|
$
|
1,556,046
|
|
|
$
|
1,520,735
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Commercial real estate
|
|
|
|
||||
Non-owner occupied term, net
|
$
|
3,573,065
|
|
|
$
|
3,483,197
|
|
Owner occupied term, net
|
2,480,371
|
|
|
2,476,654
|
|
||
Multifamily, net
|
3,304,763
|
|
|
3,060,616
|
|
||
Construction & development, net
|
736,254
|
|
|
540,696
|
|
||
Residential development, net
|
196,890
|
|
|
165,941
|
|
||
Commercial
|
|
|
|
||||
Term, net
|
2,232,923
|
|
|
1,944,925
|
|
||
Lines of credit & other, net
|
1,169,525
|
|
|
1,166,275
|
|
||
Leases & equipment finance, net
|
1,330,155
|
|
|
1,167,503
|
|
||
Residential
|
|
|
|
||||
Mortgage, net
|
3,635,073
|
|
|
3,182,888
|
|
||
Home equity loans & lines, net
|
1,176,477
|
|
|
1,097,877
|
|
||
Consumer & other, net
|
587,170
|
|
|
732,620
|
|
||
Total loans, net of deferred fees and costs
|
$
|
20,422,666
|
|
|
$
|
19,019,192
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Balance, beginning of period
|
$
|
74,268
|
|
|
$
|
95,579
|
|
Accretion to interest income
|
(24,095
|
)
|
|
(36,279
|
)
|
||
Disposals
|
(10,231
|
)
|
|
(13,120
|
)
|
||
Reclassifications from non-accretable difference
|
16,622
|
|
|
28,088
|
|
||
Balance, end of period
|
$
|
56,564
|
|
|
$
|
74,268
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Minimum lease payments receivable
|
$
|
450,258
|
|
|
$
|
467,654
|
|
Estimated guaranteed and unguaranteed residual values
|
79,455
|
|
|
85,231
|
|
||
Initial direct costs - net of accumulated amortization
|
10,950
|
|
|
13,561
|
|
||
Unearned income
|
(79,777
|
)
|
|
(93,268
|
)
|
||
Equipment finance loans, including unamortized deferred fees and costs
|
869,269
|
|
|
694,322
|
|
||
Accretable yield/purchase accounting adjustments
|
—
|
|
|
3
|
|
||
Net investment in direct financing leases and loans
|
1,330,155
|
|
|
1,167,503
|
|
||
Allowance for credit losses
|
(32,430
|
)
|
|
(35,286
|
)
|
||
Net investment in direct financing leases and loans
|
$
|
1,297,725
|
|
|
$
|
1,132,217
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Commercial real estate
|
|
|
|
||||
Non-owner occupied term, net
|
$
|
11,473
|
|
|
$
|
13,062
|
|
Owner occupied term, net
|
36,269
|
|
|
47,221
|
|
||
Multifamily, net
|
4,432
|
|
|
—
|
|
||
Construction & development, net
|
—
|
|
|
287
|
|
||
Commercial
|
|
|
|
||||
Term, net
|
46,194
|
|
|
16,278
|
|
||
Lines of credit & other, net
|
—
|
|
|
187
|
|
||
Leases & equipment finance, net
|
16,166
|
|
|
76,082
|
|
||
Residential
|
|
|
|
||||
Mortgage, net
|
41,669
|
|
|
99,995
|
|
||
Total
|
$
|
156,203
|
|
|
$
|
253,112
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||||||
|
Commercial Real Estate
|
|
Commercial
|
|
Residential
|
|
Consumer & Other
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
45,765
|
|
|
$
|
63,305
|
|
|
$
|
19,360
|
|
|
$
|
12,178
|
|
|
$
|
140,608
|
|
Charge-offs
|
(2,950
|
)
|
|
(55,902
|
)
|
|
(877
|
)
|
|
(6,321
|
)
|
|
(66,050
|
)
|
|||||
Recoveries
|
1,184
|
|
|
10,421
|
|
|
570
|
|
|
2,233
|
|
|
14,408
|
|
|||||
Provision
|
3,905
|
|
|
46,133
|
|
|
2,981
|
|
|
2,886
|
|
|
55,905
|
|
|||||
Balance, end of period
|
$
|
47,904
|
|
|
$
|
63,957
|
|
|
$
|
22,034
|
|
|
$
|
10,976
|
|
|
$
|
144,871
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31, 2017
|
||||||||||||||||||
|
Commercial Real Estate
|
|
Commercial
|
|
Residential
|
|
Consumer & Other
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
47,795
|
|
|
$
|
58,840
|
|
|
$
|
17,946
|
|
|
$
|
9,403
|
|
|
$
|
133,984
|
|
Charge-offs
|
(2,407
|
)
|
|
(44,511
|
)
|
|
(985
|
)
|
|
(8,016
|
)
|
|
(55,919
|
)
|
|||||
Recoveries
|
3,068
|
|
|
8,163
|
|
|
764
|
|
|
3,294
|
|
|
15,289
|
|
|||||
(Recapture) provision
|
(2,691
|
)
|
|
40,813
|
|
|
1,635
|
|
|
7,497
|
|
|
47,254
|
|
|||||
Balance, end of period
|
$
|
45,765
|
|
|
$
|
63,305
|
|
|
$
|
19,360
|
|
|
$
|
12,178
|
|
|
$
|
140,608
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||||||
|
Commercial Real Estate
|
|
Commercial
|
|
Residential
|
|
Consumer & Other
|
|
Total
|
||||||||||
Allowance for loans and leases:
|
|||||||||||||||||||
Collectively evaluated for impairment
|
$
|
46,014
|
|
|
$
|
63,707
|
|
|
$
|
21,669
|
|
|
$
|
10,934
|
|
|
$
|
142,324
|
|
Individually evaluated for impairment
|
178
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
180
|
|
|||||
Loans acquired with deteriorated credit quality
|
1,712
|
|
|
248
|
|
|
365
|
|
|
42
|
|
|
2,367
|
|
|||||
Total
|
$
|
47,904
|
|
|
$
|
63,957
|
|
|
$
|
22,034
|
|
|
$
|
10,976
|
|
|
$
|
144,871
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Collectively evaluated for impairment
|
$
|
10,162,148
|
|
|
$
|
4,712,327
|
|
|
$
|
4,784,694
|
|
|
$
|
586,768
|
|
|
$
|
20,245,937
|
|
Individually evaluated for impairment
|
24,916
|
|
|
17,341
|
|
|
—
|
|
|
—
|
|
|
42,257
|
|
|||||
Loans acquired with deteriorated credit quality
|
104,279
|
|
|
2,935
|
|
|
26,856
|
|
|
402
|
|
|
134,472
|
|
|||||
Total
|
$
|
10,291,343
|
|
|
$
|
4,732,603
|
|
|
$
|
4,811,550
|
|
|
$
|
587,170
|
|
|
$
|
20,422,666
|
|
(in thousands)
|
December 31, 2017
|
||||||||||||||||||
|
Commercial Real Estate
|
|
Commercial
|
|
Residential
|
|
Consumer & Other
|
|
Total
|
||||||||||
Allowance for loans and leases:
|
|||||||||||||||||||
Collectively evaluated for impairment
|
$
|
43,186
|
|
|
$
|
62,912
|
|
|
$
|
18,912
|
|
|
$
|
12,150
|
|
|
$
|
137,160
|
|
Individually evaluated for impairment
|
531
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
535
|
|
|||||
Loans acquired with deteriorated credit quality
|
2,048
|
|
|
389
|
|
|
448
|
|
|
28
|
|
|
2,913
|
|
|||||
Total
|
$
|
45,765
|
|
|
$
|
63,305
|
|
|
$
|
19,360
|
|
|
$
|
12,178
|
|
|
$
|
140,608
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
|||||||||||
Collectively evaluated for impairment
|
$
|
9,545,886
|
|
|
$
|
4,246,575
|
|
|
$
|
4,245,541
|
|
|
$
|
732,164
|
|
|
$
|
18,770,166
|
|
Individually evaluated for impairment
|
31,936
|
|
|
27,977
|
|
|
—
|
|
|
—
|
|
|
59,913
|
|
|||||
Loans acquired with deteriorated credit quality
|
149,282
|
|
|
4,151
|
|
|
35,224
|
|
|
456
|
|
|
189,113
|
|
|||||
Total
|
$
|
9,727,104
|
|
|
$
|
4,278,703
|
|
|
$
|
4,280,765
|
|
|
$
|
732,620
|
|
|
$
|
19,019,192
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Balance, beginning of period
|
$
|
3,963
|
|
|
$
|
3,611
|
|
Net charge to other expense
|
560
|
|
|
352
|
|
||
Balance, end of period
|
$
|
4,523
|
|
|
$
|
3,963
|
|
(in thousands)
|
|
Total
|
||
Unfunded loan and lease commitments:
|
|
|
||
December 31, 2018
|
|
$
|
5,475,484
|
|
December 31, 2017
|
|
$
|
4,947,750
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||||||||||||||
|
Greater than 30 to 59 Days Past Due
|
|
60 to 89 Days Past Due
|
|
90+ Days and Accruing
|
|
Total Past Due
|
|
Non-Accrual
|
|
Current & Other
(1)
|
|
Total Loans and Leases
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-owner occupied term, net
|
$
|
1,192
|
|
|
$
|
1,042
|
|
|
$
|
—
|
|
|
$
|
2,234
|
|
|
$
|
10,033
|
|
|
$
|
3,560,798
|
|
|
$
|
3,573,065
|
|
Owner occupied term, net
|
3,920
|
|
|
1,372
|
|
|
1
|
|
|
5,293
|
|
|
8,682
|
|
|
2,466,396
|
|
|
2,480,371
|
|
|||||||
Multifamily, net
|
107
|
|
|
—
|
|
|
—
|
|
|
107
|
|
|
4,298
|
|
|
3,300,358
|
|
|
3,304,763
|
|
|||||||
Construction & development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
736,254
|
|
|
736,254
|
|
|||||||
Residential development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196,890
|
|
|
196,890
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
992
|
|
|
117
|
|
|
—
|
|
|
1,109
|
|
|
11,772
|
|
|
2,220,042
|
|
|
2,232,923
|
|
|||||||
Lines of credit & other, net
|
1,286
|
|
|
143
|
|
|
83
|
|
|
1,512
|
|
|
2,275
|
|
|
1,165,738
|
|
|
1,169,525
|
|
|||||||
Leases & equipment finance, net
|
8,571
|
|
|
8,754
|
|
|
3,016
|
|
|
20,341
|
|
|
13,763
|
|
|
1,296,051
|
|
|
1,330,155
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
(2)
|
—
|
|
|
4,900
|
|
|
39,218
|
|
|
44,118
|
|
|
—
|
|
|
3,590,955
|
|
|
3,635,073
|
|
|||||||
Home equity loans & lines, net
|
987
|
|
|
368
|
|
|
2,492
|
|
|
3,847
|
|
|
—
|
|
|
1,172,630
|
|
|
1,176,477
|
|
|||||||
Consumer & other, net
|
2,711
|
|
|
911
|
|
|
551
|
|
|
4,173
|
|
|
—
|
|
|
582,997
|
|
|
587,170
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
19,766
|
|
|
$
|
17,607
|
|
|
$
|
45,361
|
|
|
$
|
82,734
|
|
|
$
|
50,823
|
|
|
$
|
20,289,109
|
|
|
$
|
20,422,666
|
|
(in thousands)
|
December 31, 2017
|
||||||||||||||||||||||||||
|
Greater than 30 to 59 Days Past Due
|
|
60 to 89 Days Past Due
|
|
90+ Days and Accruing
|
|
Total Past Due
|
|
Non-Accrual
|
|
Current & Other
(1)
|
|
Total Loans and Leases
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Non-owner occupied term, net
|
$
|
207
|
|
|
$
|
2,097
|
|
|
$
|
—
|
|
|
$
|
2,304
|
|
|
$
|
4,503
|
|
|
$
|
3,476,390
|
|
|
$
|
3,483,197
|
|
Owner occupied term, net
|
4,997
|
|
|
2,010
|
|
|
71
|
|
|
7,078
|
|
|
13,835
|
|
|
2,455,741
|
|
|
2,476,654
|
|
|||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|
3,060,261
|
|
|
3,060,616
|
|
|||||||
Construction & development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
540,696
|
|
|
540,696
|
|
|||||||
Residential development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165,941
|
|
|
165,941
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Term, net
|
597
|
|
|
1,064
|
|
|
—
|
|
|
1,661
|
|
|
14,686
|
|
|
1,928,578
|
|
|
1,944,925
|
|
|||||||
Lines of credit & other, net
|
1,263
|
|
|
—
|
|
|
401
|
|
|
1,664
|
|
|
6,402
|
|
|
1,158,209
|
|
|
1,166,275
|
|
|||||||
Leases & equipment finance, net
|
8,494
|
|
|
10,133
|
|
|
2,857
|
|
|
21,484
|
|
|
11,574
|
|
|
1,134,445
|
|
|
1,167,503
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
(2)
|
—
|
|
|
6,709
|
|
|
36,980
|
|
|
43,689
|
|
|
—
|
|
|
3,139,199
|
|
|
3,182,888
|
|
|||||||
Home equity loans & lines, net
|
2,011
|
|
|
283
|
|
|
2,550
|
|
|
4,844
|
|
|
—
|
|
|
1,093,033
|
|
|
1,097,877
|
|
|||||||
Consumer & other, net
|
3,117
|
|
|
871
|
|
|
532
|
|
|
4,520
|
|
|
—
|
|
|
728,100
|
|
|
732,620
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
20,686
|
|
|
$
|
23,167
|
|
|
$
|
43,391
|
|
|
$
|
87,244
|
|
|
$
|
51,355
|
|
|
$
|
18,880,593
|
|
|
$
|
19,019,192
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||
|
|
|
Recorded Investment
|
|
|
||||||||||
|
Unpaid Principal Balance
|
|
Without Allowance
|
|
With Allowance
|
|
Related Allowance
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
14,877
|
|
|
$
|
9,847
|
|
|
$
|
3,715
|
|
|
$
|
90
|
|
Owner occupied term, net
|
8,188
|
|
|
6,178
|
|
|
878
|
|
|
88
|
|
||||
Multifamily, net
|
4,493
|
|
|
4,298
|
|
|
—
|
|
|
—
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
22,770
|
|
|
11,089
|
|
|
3,770
|
|
|
2
|
|
||||
Lines of credit & other, net
|
7,145
|
|
|
2,065
|
|
|
—
|
|
|
—
|
|
||||
Leases & equipment finance, net
|
417
|
|
|
417
|
|
|
—
|
|
|
—
|
|
||||
Total, net of deferred fees and costs
|
$
|
57,890
|
|
|
$
|
33,894
|
|
|
$
|
8,363
|
|
|
$
|
180
|
|
(in thousands)
|
December 31, 2017
|
||||||||||||||
|
|
|
Recorded Investment
|
|
|
||||||||||
|
Unpaid Principal Balance
|
|
Without Allowance
|
|
With Allowance
|
|
Related Allowance
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
15,930
|
|
|
$
|
2,543
|
|
|
$
|
13,310
|
|
|
$
|
314
|
|
Owner occupied term, net
|
12,775
|
|
|
11,269
|
|
|
940
|
|
|
94
|
|
||||
Multifamily, net
|
3,994
|
|
|
355
|
|
|
3,519
|
|
|
123
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
28,117
|
|
|
19,084
|
|
|
2,510
|
|
|
4
|
|
||||
Lines of credit & other, net
|
8,018
|
|
|
6,383
|
|
|
—
|
|
|
—
|
|
||||
Total, net of deferred fees and costs
|
$
|
68,834
|
|
|
$
|
39,634
|
|
|
$
|
20,279
|
|
|
$
|
535
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
13,950
|
|
|
$
|
270
|
|
|
$
|
16,959
|
|
|
$
|
551
|
|
Owner occupied term, net
|
9,816
|
|
|
40
|
|
|
10,087
|
|
|
151
|
|
||||
Multifamily, net
|
4,036
|
|
|
60
|
|
|
3,906
|
|
|
122
|
|
||||
Construction & development, net
|
—
|
|
|
—
|
|
|
961
|
|
|
22
|
|
||||
Residential development, net
|
—
|
|
|
—
|
|
|
5,816
|
|
|
163
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
17,154
|
|
|
250
|
|
|
17,157
|
|
|
330
|
|
||||
Lines of credit & other, net
|
3,347
|
|
|
—
|
|
|
6,287
|
|
|
55
|
|
||||
Leases & equipment finance, net
|
443
|
|
|
—
|
|
|
148
|
|
|
—
|
|
||||
Total, net of deferred fees and costs
|
$
|
48,746
|
|
|
$
|
620
|
|
|
$
|
61,321
|
|
|
$
|
1,394
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||||||||||||||
|
Pass/Watch
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Impaired
(1)
|
|
Total
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
3,497,801
|
|
|
$
|
38,346
|
|
|
$
|
23,234
|
|
|
$
|
—
|
|
|
$
|
122
|
|
|
$
|
13,562
|
|
|
$
|
3,573,065
|
|
Owner occupied term, net
|
2,422,351
|
|
|
28,447
|
|
|
22,136
|
|
|
54
|
|
|
327
|
|
|
7,056
|
|
|
2,480,371
|
|
|||||||
Multifamily, net
|
3,284,445
|
|
|
11,481
|
|
|
4,539
|
|
|
—
|
|
|
—
|
|
|
4,298
|
|
|
3,304,763
|
|
|||||||
Construction & development, net
|
734,318
|
|
|
—
|
|
|
1,936
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
736,254
|
|
|||||||
Residential development, net
|
196,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196,890
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
2,196,753
|
|
|
15,519
|
|
|
5,670
|
|
|
53
|
|
|
69
|
|
|
14,859
|
|
|
2,232,923
|
|
|||||||
Lines of credit & other, net
|
1,103,677
|
|
|
42,831
|
|
|
20,639
|
|
|
313
|
|
|
—
|
|
|
2,065
|
|
|
1,169,525
|
|
|||||||
Leases & equipment finance, net
|
1,296,235
|
|
|
8,571
|
|
|
8,754
|
|
|
14,247
|
|
|
1,931
|
|
|
417
|
|
|
1,330,155
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net
(2)
|
3,588,976
|
|
|
5,169
|
|
|
38,766
|
|
|
—
|
|
|
2,162
|
|
|
—
|
|
|
3,635,073
|
|
|||||||
Home equity loans & lines, net
|
1,172,040
|
|
|
1,878
|
|
|
1,418
|
|
|
—
|
|
|
1,141
|
|
|
—
|
|
|
1,176,477
|
|
|||||||
Consumer & other, net
|
582,962
|
|
|
3,622
|
|
|
559
|
|
|
—
|
|
|
27
|
|
|
—
|
|
|
587,170
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
20,076,448
|
|
|
$
|
155,864
|
|
|
$
|
127,651
|
|
|
$
|
14,667
|
|
|
$
|
5,779
|
|
|
$
|
42,257
|
|
|
$
|
20,422,666
|
|
(in thousands)
|
December 31, 2017
|
||||||||||||||||||||||||||
|
Pass/Watch
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Impaired
(1)
|
|
Total
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
3,388,421
|
|
|
$
|
45,189
|
|
|
$
|
33,026
|
|
|
$
|
630
|
|
|
$
|
78
|
|
|
$
|
15,853
|
|
|
$
|
3,483,197
|
|
Owner occupied term, net
|
2,398,215
|
|
|
30,343
|
|
|
34,743
|
|
|
438
|
|
|
706
|
|
|
12,209
|
|
|
2,476,654
|
|
|||||||
Multifamily, net
|
3,037,320
|
|
|
13,783
|
|
|
5,639
|
|
|
—
|
|
|
—
|
|
|
3,874
|
|
|
3,060,616
|
|
|||||||
Construction & development, net
|
538,515
|
|
|
—
|
|
|
2,181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
540,696
|
|
|||||||
Residential development, net
|
165,502
|
|
|
—
|
|
|
439
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165,941
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Term, net
|
1,900,062
|
|
|
12,735
|
|
|
10,372
|
|
|
82
|
|
|
80
|
|
|
21,594
|
|
|
1,944,925
|
|
|||||||
Lines of credit & other, net
|
1,122,360
|
|
|
6,539
|
|
|
30,941
|
|
|
52
|
|
|
—
|
|
|
6,383
|
|
|
1,166,275
|
|
|||||||
Leases & equipment finance, net
|
1,134,446
|
|
|
8,494
|
|
|
10,133
|
|
|
12,868
|
|
|
1,562
|
|
|
—
|
|
|
1,167,503
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Mortgage, net
(2)
|
3,136,071
|
|
|
7,505
|
|
|
35,918
|
|
|
—
|
|
|
3,394
|
|
|
—
|
|
|
3,182,888
|
|
|||||||
Home equity loans & lines, net
|
1,092,496
|
|
|
2,564
|
|
|
2,286
|
|
|
—
|
|
|
531
|
|
|
—
|
|
|
1,097,877
|
|
|||||||
Consumer & other, net
|
728,006
|
|
|
3,998
|
|
|
568
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
732,620
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
18,641,414
|
|
|
$
|
131,150
|
|
|
$
|
166,246
|
|
|
$
|
14,070
|
|
|
$
|
6,399
|
|
|
$
|
59,913
|
|
|
$
|
19,019,192
|
|
(in thousands)
|
December 31, 2018
|
||||||||||
|
Accrual Status
|
|
Non-Accrual Status
|
|
Total Modifications
|
||||||
Commercial real estate, net
|
$
|
4,524
|
|
|
$
|
9,290
|
|
|
$
|
13,814
|
|
Commercial, net
|
3,696
|
|
|
8,736
|
|
|
12,432
|
|
|||
Residential, net
|
5,704
|
|
|
—
|
|
|
5,704
|
|
|||
Total, net of deferred fees and costs
|
$
|
13,924
|
|
|
$
|
18,026
|
|
|
$
|
31,950
|
|
(in thousands)
|
December 31, 2017
|
||||||||||
|
Accrual Status
|
|
Non-Accrual Status
|
|
Total Modifications
|
||||||
Commercial real estate, net
|
$
|
17,694
|
|
|
$
|
5,088
|
|
|
$
|
22,782
|
|
Commercial, net
|
7,787
|
|
|
16,978
|
|
|
24,765
|
|
|||
Residential, net
|
6,687
|
|
|
—
|
|
|
6,687
|
|
|||
Total, net of deferred fees and costs
|
$
|
32,168
|
|
|
$
|
22,066
|
|
|
$
|
54,234
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||||||||||
|
Rate Modifications
|
|
Term Modifications
|
|
Interest Only Modifications
|
|
Payment Modifications
|
|
Combination Modifications
|
|
Total Modifications
|
||||||||||||
Residential, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
106
|
|
Total, net of deferred fees and costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106
|
|
|
$
|
106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(in thousands)
|
December 31, 2017
|
||||||||||||||||||||||
|
Rate Modifications
|
|
Term Modifications
|
|
Interest Only Modifications
|
|
Payment Modifications
|
|
Combination Modifications
|
|
Total Modifications
|
||||||||||||
Commercial real estate, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,086
|
|
|
$
|
5,086
|
|
Commercial, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,846
|
|
|
21,846
|
|
||||||
Residential, net
|
—
|
|
|
187
|
|
|
—
|
|
|
—
|
|
|
1,458
|
|
|
1,645
|
|
||||||
Total, net of deferred fees and costs
|
$
|
—
|
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,390
|
|
|
$
|
28,577
|
|
(in thousands)
|
2018
|
|
2017
|
|
Estimated useful life
|
||||
Land
|
$
|
34,388
|
|
|
$
|
36,167
|
|
|
|
Buildings and improvements
|
209,948
|
|
|
214,636
|
|
|
7-39 years
|
||
Furniture, fixtures and equipment
|
141,579
|
|
|
147,928
|
|
|
4-20 years
|
||
Software
|
97,897
|
|
|
86,681
|
|
|
3-7 years
|
||
Construction in progress and other
|
21,496
|
|
|
33,419
|
|
|
|
||
Total premises and equipment
|
505,308
|
|
|
518,831
|
|
|
|
||
Less: Accumulated depreciation and amortization
|
(277,885
|
)
|
|
(249,649
|
)
|
|
|
||
Premises and equipment, net
|
$
|
227,423
|
|
|
$
|
269,182
|
|
|
|
(in thousands)
|
Goodwill
|
||||||||||
|
Gross
|
|
Accumulated Impairment
|
|
Total
|
||||||
Balance, December 31, 2015
|
$
|
1,900,727
|
|
|
$
|
(112,934
|
)
|
|
$
|
1,787,793
|
|
Reductions
|
—
|
|
|
(142
|
)
|
|
(142
|
)
|
|||
Balance, December 31, 2016
|
1,900,727
|
|
|
(113,076
|
)
|
|
1,787,651
|
|
|||
Balance, December 31, 2017
|
1,900,727
|
|
|
(113,076
|
)
|
|
1,787,651
|
|
|||
Balance, December 31, 2018
|
$
|
1,900,727
|
|
|
$
|
(113,076
|
)
|
|
$
|
1,787,651
|
|
(in thousands)
|
Goodwill
|
||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Total
|
||||||||
Balance, December 31, 2017
|
$
|
1,033,744
|
|
|
$
|
2,715
|
|
|
$
|
751,192
|
|
|
$
|
1,787,651
|
|
Balance, December 31, 2018
|
$
|
1,033,744
|
|
|
$
|
2,715
|
|
|
$
|
751,192
|
|
|
$
|
1,787,651
|
|
(in thousands)
|
Other Intangible Assets
|
||||||||||
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
||||||
Balance, December 31, 2015
|
$
|
113,471
|
|
|
$
|
(67,963
|
)
|
|
$
|
45,508
|
|
Amortization
|
—
|
|
|
(8,622
|
)
|
|
(8,622
|
)
|
|||
Balance, December 31, 2016
|
113,471
|
|
|
(76,585
|
)
|
|
36,886
|
|
|||
Amortization
|
—
|
|
|
(6,756
|
)
|
|
(6,756
|
)
|
|||
Balance, December 31, 2017
|
113,471
|
|
|
(83,341
|
)
|
|
30,130
|
|
|||
Amortization
|
—
|
|
|
(6,166
|
)
|
|
(6,166
|
)
|
|||
Balance, December 31, 2018
|
$
|
113,471
|
|
|
$
|
(89,507
|
)
|
|
$
|
23,964
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of period
|
$
|
153,151
|
|
|
$
|
142,973
|
|
|
$
|
131,817
|
|
Additions for new MSR capitalized
|
29,069
|
|
|
33,445
|
|
|
37,082
|
|
|||
Changes in fair value:
|
|
|
|
|
|
||||||
Due to changes in model inputs or assumptions
(1)
|
9,174
|
|
|
(1,952
|
)
|
|
7,873
|
|
|||
Other
(2)
|
(22,369
|
)
|
|
(21,315
|
)
|
|
(33,799
|
)
|
|||
Balance, end of period
|
$
|
169,025
|
|
|
$
|
153,151
|
|
|
$
|
142,973
|
|
(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.
|
(dollars in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||
Balance of loans serviced for others
|
$
|
15,978,885
|
|
|
$
|
15,336,597
|
|
|
$
|
14,327,368
|
|
MSR as a percentage of serviced loans
|
1.06
|
%
|
|
1.00
|
%
|
|
1.00
|
%
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2016
|
|||
Constant prepayment rate
|
12.95
|
%
|
|
12.27
|
%
|
|
11.43
|
%
|
Discount rate
|
9.70
|
%
|
|
9.70
|
%
|
|
9.69
|
%
|
Weighted average life (years)
|
6.2
|
|
|
6.3
|
|
|
6.6
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||
Constant prepayment rate
|
|
|
|
||||
Effect on fair value of a 10% adverse change
|
$
|
(7,104
|
)
|
|
$
|
(6,290
|
)
|
Effect on fair value of a 20% adverse change
|
$
|
(13,651
|
)
|
|
$
|
(12,093
|
)
|
|
|
|
|
||||
Discount rate
|
|
|
|
||||
Effect on fair value of a 100 basis point adverse change
|
$
|
(6,438
|
)
|
|
$
|
(5,840
|
)
|
Effect on fair value of a 200 basis point adverse change
|
$
|
(12,398
|
)
|
|
$
|
(11,249
|
)
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance, beginning of period
|
$
|
11,734
|
|
|
$
|
6,738
|
|
|
$
|
22,307
|
|
Additions to OREO
|
3,314
|
|
|
11,222
|
|
|
5,888
|
|
|||
Dispositions of OREO
|
(2,813
|
)
|
|
(6,080
|
)
|
|
(19,738
|
)
|
|||
Valuation adjustments in the period
|
(1,277
|
)
|
|
(146
|
)
|
|
(1,719
|
)
|
|||
Balance, end of period
|
$
|
10,958
|
|
|
$
|
11,734
|
|
|
$
|
6,738
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Accrued interest receivable
|
$
|
70,530
|
|
|
$
|
64,044
|
|
Derivative assets
|
49,484
|
|
|
32,256
|
|
||
Low-income housing tax credit investments
|
39,146
|
|
|
29,959
|
|
||
Prepaid expenses
|
26,403
|
|
|
21,047
|
|
||
Investment in unconsolidated trust subsidiaries
|
13,962
|
|
|
14,277
|
|
||
Insurance premium receivable
|
10,336
|
|
|
9,555
|
|
||
Other equity investment
|
6,400
|
|
|
—
|
|
||
Commercial servicing asset
|
4,364
|
|
|
5,169
|
|
||
Income taxes receivable
|
2,629
|
|
|
13,360
|
|
||
Other
|
34,164
|
|
|
34,351
|
|
||
Total
|
$
|
257,418
|
|
|
$
|
224,018
|
|
(in thousands)
|
Current
|
|
Deferred
|
|
Total
|
||||||
YEAR ENDED DECEMBER 31, 2018:
|
|
|
|
|
|
||||||
Federal
|
$
|
68,651
|
|
|
$
|
11,655
|
|
|
$
|
80,306
|
|
State
|
18,960
|
|
|
7,157
|
|
|
26,117
|
|
|||
|
$
|
87,611
|
|
|
$
|
18,812
|
|
|
$
|
106,423
|
|
YEAR ENDED DECEMBER 31, 2017:
|
|
|
|
|
|
||||||
Federal
|
$
|
19,287
|
|
|
$
|
66,559
|
|
|
$
|
85,846
|
|
State
|
10,015
|
|
|
10,869
|
|
|
20,884
|
|
|||
|
$
|
29,302
|
|
|
$
|
77,428
|
|
|
$
|
106,730
|
|
YEAR ENDED DECEMBER 31, 2016:
|
|
|
|
|
|
||||||
Federal
|
$
|
8,003
|
|
|
$
|
100,484
|
|
|
$
|
108,487
|
|
State
|
9,106
|
|
|
13,350
|
|
|
22,456
|
|
|||
|
$
|
17,109
|
|
|
$
|
113,834
|
|
|
$
|
130,943
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Statutory Federal income tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State tax, net of Federal income tax
|
5.0
|
%
|
|
4.0
|
%
|
|
4.0
|
%
|
Nondeductible FDIC premiums
|
0.3
|
%
|
|
—
|
%
|
|
—
|
%
|
Nondeductible executive compensation
|
0.1
|
%
|
|
0.3
|
%
|
|
—
|
%
|
Tax-exempt income
|
(1.2
|
)%
|
|
(2.0
|
)%
|
|
(1.8
|
)%
|
BOLI
|
(0.4
|
)%
|
|
(1.0
|
)%
|
|
(0.9
|
)%
|
Revaluation effect of the Tax Cuts and Jobs Act of 2017
|
—
|
%
|
|
(5.8
|
)%
|
|
—
|
%
|
Other
|
0.4
|
%
|
|
0.1
|
%
|
|
—
|
%
|
Effective income tax rate
|
25.2
|
%
|
|
30.6
|
%
|
|
36.3
|
%
|
(in thousands)
|
2018
|
|
2017
|
||||
DEFERRED TAX ASSETS:
|
|
|
|
||||
Allowance for loan and lease losses
|
$
|
37,767
|
|
|
$
|
36,566
|
|
Accrued severance and deferred compensation
|
15,378
|
|
|
17,497
|
|
||
Unrealized losses on investment securities
|
15,086
|
|
|
5,158
|
|
||
Acquired loans
|
14,342
|
|
|
18,702
|
|
||
Accrued bonuses
|
7,936
|
|
|
2,192
|
|
||
Tax credit carryforwards
|
77
|
|
|
12,251
|
|
||
Other
|
17,585
|
|
|
17,294
|
|
||
Total gross deferred tax assets
|
108,171
|
|
|
109,660
|
|
||
|
|
|
|
||||
DEFERRED TAX LIABILITIES:
|
|
|
|
||||
Residential mortgage servicing rights
|
44,598
|
|
|
40,414
|
|
||
Leases
|
22,640
|
|
|
19,673
|
|
||
Fair market value adjustment on junior subordinated debentures
|
20,752
|
|
|
26,538
|
|
||
Deferred loan fees and costs
|
19,841
|
|
|
18,146
|
|
||
Goodwill
|
9,880
|
|
|
7,998
|
|
||
Other
|
15,216
|
|
|
17,731
|
|
||
Total gross deferred tax liabilities
|
132,927
|
|
|
130,500
|
|
||
|
|
|
|
||||
Valuation allowance
|
(1,090
|
)
|
|
(1,090
|
)
|
||
|
|
|
|
||||
Net deferred tax liabilities
|
$
|
(25,846
|
)
|
|
$
|
(21,930
|
)
|
(in thousands)
|
2018
|
|
2017
|
||||
Balance, beginning of period
|
$
|
3,079
|
|
|
$
|
3,006
|
|
Changes for tax positions of current year
|
165
|
|
|
86
|
|
||
Changes for tax positions of prior years
|
1,727
|
|
|
—
|
|
||
Lapse of statute of limitations
|
—
|
|
|
(13
|
)
|
||
Balance, end of period
|
$
|
4,971
|
|
|
$
|
3,079
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Interest bearing demand
|
$
|
2,340,471
|
|
|
$
|
2,384,133
|
|
Money market
|
6,645,390
|
|
|
7,037,891
|
|
||
Savings
|
1,492,685
|
|
|
1,446,860
|
|
||
Time, $100,000 and over
|
2,947,084
|
|
|
1,684,498
|
|
||
Time less than $100,000
|
1,044,389
|
|
|
889,290
|
|
||
Total interest bearing deposits
|
$
|
14,470,019
|
|
|
$
|
13,442,672
|
|
(in thousands)
|
Amount
|
||
Three months or less
|
$
|
731,819
|
|
Over three months through six months
|
450,689
|
|
|
Over six months through twelve months
|
841,269
|
|
|
Over twelve months
|
923,307
|
|
|
Time, $100,000 and over
|
$
|
2,947,084
|
|
(dollars in thousands)
|
Repurchase Amount
|
|
Weighted Average Interest Rate
|
|
Carrying Value of Underlying Assets
|
|
Market Value of Underlying Assets
|
|||||||
December 31, 2018
|
$
|
297,151
|
|
|
0.38
|
%
|
|
$
|
337,015
|
|
|
$
|
337,015
|
|
December 31, 2017
|
$
|
294,299
|
|
|
0.06
|
%
|
|
$
|
353,327
|
|
|
$
|
353,327
|
|
(in thousands)
|
|
||
Year
|
Amount
|
||
2019
|
$
|
125,000
|
|
2020
|
230,000
|
|
|
2021
|
390,000
|
|
|
2022
|
—
|
|
|
2023
|
—
|
|
|
Thereafter
|
5,000
|
|
|
Total borrowed funds
(1)
|
$
|
750,000
|
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Trust Name
|
|
Issue Date
|
|
Issued Amount
|
|
Carrying Value
(1)
|
|
Rate
(2)
|
|
Effective Rate
(3)
|
|
Maturity Date
|
|||||
AT FAIR VALUE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Umpqua Statutory Trust II
|
|
October 2002
|
|
$
|
20,619
|
|
|
$
|
18,855
|
|
|
Floating rate, LIBOR plus 3.35%, adjusted quarterly
|
|
6.42
|
%
|
|
October 2032
|
Umpqua Statutory Trust III
|
|
October 2002
|
|
30,928
|
|
|
28,508
|
|
|
Floating rate, LIBOR plus 3.45%, adjusted quarterly
|
|
6.58
|
%
|
|
November 2032
|
||
Umpqua Statutory Trust IV
|
|
December 2003
|
|
10,310
|
|
|
8,932
|
|
|
Floating rate, LIBOR plus 2.85%, adjusted quarterly
|
|
6.10
|
%
|
|
January 2034
|
||
Umpqua Statutory Trust V
|
|
December 2003
|
|
10,310
|
|
|
8,810
|
|
|
Floating rate, LIBOR plus 2.85%, adjusted quarterly
|
|
6.60
|
%
|
|
March 2034
|
||
Umpqua Master Trust I
|
|
August 2007
|
|
41,238
|
|
|
28,204
|
|
|
Floating rate, LIBOR plus 1.35%, adjusted quarterly
|
|
6.05
|
%
|
|
September 2037
|
||
Umpqua Master Trust IB
|
|
September 2007
|
|
20,619
|
|
|
17,063
|
|
|
Floating rate, LIBOR plus 2.75%, adjusted quarterly
|
|
6.69
|
%
|
|
December 2037
|
||
Sterling Capital Trust III
|
|
April 2003
|
|
14,433
|
|
|
13,088
|
|
|
Floating rate, LIBOR plus 3.25%, adjusted quarterly
|
|
6.39
|
%
|
|
April 2033
|
||
Sterling Capital Trust IV
|
|
May 2003
|
|
10,310
|
|
|
9,190
|
|
|
Floating rate, LIBOR plus 3.15%, adjusted quarterly
|
|
6.47
|
%
|
|
May 2033
|
||
Sterling Capital Statutory Trust V
|
|
May 2003
|
|
20,619
|
|
|
18,456
|
|
|
Floating rate, LIBOR plus 3.25%, adjusted quarterly
|
|
6.78
|
%
|
|
June 2033
|
||
Sterling Capital Trust VI
|
|
June 2003
|
|
10,310
|
|
|
9,143
|
|
|
Floating rate, LIBOR plus 3.20%, adjusted quarterly
|
|
6.75
|
%
|
|
September 2033
|
||
Sterling Capital Trust VII
|
|
June 2006
|
|
56,702
|
|
|
40,375
|
|
|
Floating rate, LIBOR plus 1.53%, adjusted quarterly
|
|
6.06
|
%
|
|
June 2036
|
||
Sterling Capital Trust VIII
|
|
September 2006
|
|
51,547
|
|
|
37,024
|
|
|
Floating rate, LIBOR plus 1.63%, adjusted quarterly
|
|
6.15
|
%
|
|
December 2036
|
||
Sterling Capital Trust IX
|
|
July 2007
|
|
46,392
|
|
|
32,354
|
|
|
Floating rate, LIBOR plus 1.40%, adjusted quarterly
|
|
5.44
|
%
|
|
October 2037
|
||
Lynnwood Financial Statutory Trust I
|
|
March 2003
|
|
9,279
|
|
|
8,216
|
|
|
Floating rate, LIBOR plus 3.15%, adjusted quarterly
|
|
6.74
|
%
|
|
March 2033
|
||
Lynnwood Financial Statutory Trust II
|
|
June 2005
|
|
10,310
|
|
|
7,697
|
|
|
Floating rate, LIBOR plus 1.80%, adjusted quarterly
|
|
6.15
|
%
|
|
June 2035
|
||
Klamath First Capital Trust I
|
|
July 2001
|
|
15,464
|
|
|
14,955
|
|
|
Floating rate, LIBOR plus 3.75%, adjusted semiannually
|
|
6.49
|
%
|
|
July 2031
|
||
|
|
|
|
379,390
|
|
|
300,870
|
|
|
|
|
|
|
|
|
||
AT AMORTIZED COST:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Humboldt Bancorp Statutory Trust II
|
|
December 2001
|
|
10,310
|
|
|
11,003
|
|
|
Floating rate, LIBOR plus 3.60%, adjusted quarterly
|
|
5.51
|
%
|
|
December 2031
|
||
Humboldt Bancorp Statutory Trust III
|
|
September 2003
|
|
27,836
|
|
|
29,693
|
|
|
Floating rate, LIBOR plus 2.95%, adjusted quarterly
|
|
4.94
|
%
|
|
September 2033
|
||
CIB Capital Trust
|
|
November 2002
|
|
10,310
|
|
|
10,912
|
|
|
Floating rate, LIBOR plus 3.45%, adjusted quarterly
|
|
5.33
|
%
|
|
November 2032
|
||
Western Sierra Statutory Trust I
|
|
July 2001
|
|
6,186
|
|
|
6,186
|
|
|
Floating rate, LIBOR plus 3.58%, adjusted quarterly
|
|
6.11
|
%
|
|
July 2031
|
||
Western Sierra Statutory Trust II
|
|
December 2001
|
|
10,310
|
|
|
10,310
|
|
|
Floating rate, LIBOR plus 3.60%, adjusted quarterly
|
|
6.40
|
%
|
|
December 2031
|
||
Western Sierra Statutory Trust III
|
|
September 2003
|
|
10,310
|
|
|
10,310
|
|
|
Floating rate, LIBOR plus 2.90%, adjusted quarterly
|
|
5.34
|
%
|
|
October
2033 |
||
Western Sierra Statutory Trust IV
|
|
September 2003
|
|
10,310
|
|
|
10,310
|
|
|
Floating rate, LIBOR plus 2.90%, adjusted quarterly
|
|
5.34
|
%
|
|
September 2033
|
||
|
|
|
|
85,572
|
|
|
88,724
|
|
|
|
|
|
|
|
|||
|
|
Total
|
|
$
|
464,962
|
|
|
$
|
389,594
|
|
|
|
|
|
|
|
(1)
|
Includes acquisition 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
December 31, 2018
.
|
(in thousands)
|
As of December 31, 2018
|
||
Commitments to extend credit
|
$
|
5,414,989
|
|
Forward sales commitments
|
$
|
326,249
|
|
Commitments to originate residential mortgage loans held for sale
|
$
|
174,134
|
|
Standby letters of credit
|
$
|
60,495
|
|
(in thousands)
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
Derivatives not designated as hedging instrument
|
|
December 31, 2018
|
|
December 31, 2017
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||
Interest rate lock commitments
|
|
$
|
6,757
|
|
|
$
|
4,752
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate forward sales commitments
|
|
1
|
|
|
286
|
|
|
2,963
|
|
|
567
|
|
||||
Interest rate swaps
|
|
42,276
|
|
|
26,081
|
|
|
12,746
|
|
|
7,229
|
|
||||
Foreign currency derivatives
|
|
450
|
|
|
1,137
|
|
|
273
|
|
|
1,492
|
|
||||
Total
|
|
$
|
49,484
|
|
|
$
|
32,256
|
|
|
$
|
15,982
|
|
|
$
|
9,288
|
|
(in thousands)
|
|
December 31,
|
||||||||||
Derivatives not designated as hedging instrument
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest rate lock commitments
|
|
$
|
2,006
|
|
|
$
|
676
|
|
|
$
|
445
|
|
Interest rate forward sales commitments
|
|
9,144
|
|
|
(11,024
|
)
|
|
(3,730
|
)
|
|||
Interest rate swaps
|
|
(1,362
|
)
|
|
(1,451
|
)
|
|
1,497
|
|
|||
Foreign currency derivatives
|
|
1,672
|
|
|
1,094
|
|
|
1,335
|
|
|||
Total
|
|
$
|
11,460
|
|
|
$
|
(10,705
|
)
|
|
$
|
(453
|
)
|
(in thousands)
|
|
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
|
|
Gross Amounts Not Offset in the Statement of Financial Position
|
|
|
||||||||||||||
|
|
|
|
|
Financial Instruments
|
|
Collateral Posted
|
|
Net Amount
|
|||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
42,276
|
|
|
$
|
—
|
|
|
$
|
42,276
|
|
|
$
|
(12,746
|
)
|
|
$
|
—
|
|
|
$
|
29,530
|
|
Foreign currency derivative
|
|
450
|
|
|
—
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
450
|
|
||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
12,746
|
|
|
$
|
—
|
|
|
$
|
12,746
|
|
|
$
|
(12,746
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency derivative
|
|
273
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
—
|
|
|
273
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
26,081
|
|
|
$
|
—
|
|
|
$
|
26,081
|
|
|
$
|
(7,229
|
)
|
|
$
|
—
|
|
|
$
|
18,852
|
|
Foreign currency derivative
|
|
1,137
|
|
|
—
|
|
|
1,137
|
|
|
—
|
|
|
—
|
|
|
1,137
|
|
||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
7,229
|
|
|
$
|
—
|
|
|
$
|
7,229
|
|
|
$
|
(7,229
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency derivative
|
|
1,492
|
|
|
—
|
|
|
1,492
|
|
|
—
|
|
|
—
|
|
|
1,492
|
|
(shares in thousands)
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Restricted
Shares Outstanding
|
|
Weighted Average
Grant Date
Fair Value
|
|
Restricted Shares Outstanding
|
|
Weighted Average
Grant Date
Fair Value
|
|
Restricted
Shares Outstanding
|
|
Weighted Average
Grant Date
Fair Value
|
|||||||||
Balance, beginning of period
|
1,248
|
|
|
$
|
16.61
|
|
|
1,096
|
|
|
$
|
15.61
|
|
|
1,376
|
|
|
$
|
16.18
|
|
Granted
|
521
|
|
|
$
|
21.76
|
|
|
624
|
|
|
$
|
18.19
|
|
|
601
|
|
|
$
|
14.46
|
|
Vested/released
|
(554
|
)
|
|
$
|
16.81
|
|
|
(318
|
)
|
|
$
|
16.37
|
|
|
(766
|
)
|
|
$
|
15.87
|
|
Forfeited/expired
|
(236
|
)
|
|
$
|
17.19
|
|
|
(154
|
)
|
|
$
|
16.39
|
|
|
(115
|
)
|
|
$
|
14.70
|
|
Balance, end of period
|
979
|
|
|
$
|
19.10
|
|
|
1,248
|
|
|
$
|
16.61
|
|
|
1,096
|
|
|
$
|
15.61
|
|
(dollars in thousands)
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,916,143
|
|
|
13.51
|
%
|
|
$
|
1,727,280
|
|
|
8.00
|
%
|
|
$
|
2,159,100
|
|
|
10.00
|
%
|
Umpqua Bank
|
$
|
2,765,748
|
|
|
12.83
|
%
|
|
$
|
1,724,757
|
|
|
8.00
|
%
|
|
$
|
2,155,946
|
|
|
10.00
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,315,750
|
|
|
10.73
|
%
|
|
$
|
1,295,460
|
|
|
6.00
|
%
|
|
$
|
1,727,280
|
|
|
8.00
|
%
|
Umpqua Bank
|
$
|
2,616,456
|
|
|
12.14
|
%
|
|
$
|
1,293,568
|
|
|
6.00
|
%
|
|
$
|
1,724,757
|
|
|
8.00
|
%
|
Tier 1 Common
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,315,750
|
|
|
10.73
|
%
|
|
$
|
971,595
|
|
|
4.50
|
%
|
|
$
|
1,403,415
|
|
|
6.50
|
%
|
Umpqua Bank
|
$
|
2,616,456
|
|
|
12.14
|
%
|
|
$
|
970,176
|
|
|
4.50
|
%
|
|
$
|
1,401,365
|
|
|
6.50
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,315,750
|
|
|
9.31
|
%
|
|
$
|
994,905
|
|
|
4.00
|
%
|
|
$
|
1,243,631
|
|
|
5.00
|
%
|
Umpqua Bank
|
$
|
2,616,456
|
|
|
10.53
|
%
|
|
$
|
994,268
|
|
|
4.00
|
%
|
|
$
|
1,242,835
|
|
|
5.00
|
%
|
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,844,261
|
|
|
14.06
|
%
|
|
$
|
1,618,009
|
|
|
8.00
|
%
|
|
$
|
2,022,511
|
|
|
10.00
|
%
|
Umpqua Bank
|
$
|
2,668,069
|
|
|
13.21
|
%
|
|
$
|
1,615,698
|
|
|
8.00
|
%
|
|
$
|
2,019,623
|
|
|
10.00
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,238,540
|
|
|
11.07
|
%
|
|
$
|
1,213,507
|
|
|
6.00
|
%
|
|
$
|
1,618,009
|
|
|
8.00
|
%
|
Umpqua Bank
|
$
|
2,523,599
|
|
|
12.50
|
%
|
|
$
|
1,211,774
|
|
|
6.00
|
%
|
|
$
|
1,615,698
|
|
|
8.00
|
%
|
Tier 1 Common
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,238,540
|
|
|
11.07
|
%
|
|
$
|
910,130
|
|
|
4.50
|
%
|
|
$
|
1,314,632
|
|
|
6.50
|
%
|
Umpqua Bank
|
$
|
2,523,599
|
|
|
12.50
|
%
|
|
$
|
908,830
|
|
|
4.50
|
%
|
|
$
|
1,312,755
|
|
|
6.50
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,238,540
|
|
|
9.38
|
%
|
|
$
|
954,403
|
|
|
4.00
|
%
|
|
$
|
1,193,003
|
|
|
5.00
|
%
|
Umpqua Bank
|
$
|
2,523,599
|
|
|
10.59
|
%
|
|
$
|
953,264
|
|
|
4.00
|
%
|
|
$
|
1,191,579
|
|
|
5.00
|
%
|
(in thousands)
|
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||
|
Level
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
622,637
|
|
|
$
|
622,637
|
|
|
$
|
634,280
|
|
|
$
|
634,280
|
|
Equity and other investment securities
|
1,2
|
|
61,841
|
|
|
61,841
|
|
|
12,255
|
|
|
12,255
|
|
||||
Investment securities available for sale
|
2
|
|
2,977,108
|
|
|
2,977,108
|
|
|
3,065,769
|
|
|
3,065,769
|
|
||||
Investment securities held to maturity
|
3
|
|
3,606
|
|
|
4,644
|
|
|
3,803
|
|
|
4,906
|
|
||||
Loans held for sale, at fair value
|
2
|
|
166,461
|
|
|
166,461
|
|
|
259,518
|
|
|
259,518
|
|
||||
Loans and leases, net
(1)
|
3
|
|
20,277,795
|
|
|
20,117,939
|
|
|
18,878,584
|
|
|
18,875,046
|
|
||||
Restricted equity securities
|
1
|
|
40,268
|
|
|
40,268
|
|
|
43,508
|
|
|
43,508
|
|
||||
Residential mortgage servicing rights
|
3
|
|
169,025
|
|
|
169,025
|
|
|
153,151
|
|
|
153,151
|
|
||||
Bank owned life insurance assets
|
1
|
|
313,626
|
|
|
313,626
|
|
|
306,864
|
|
|
306,864
|
|
||||
Derivatives
|
2,3
|
|
49,484
|
|
|
49,484
|
|
|
32,256
|
|
|
32,256
|
|
||||
Visa Class B common stock
|
3
|
|
—
|
|
|
99,353
|
|
|
—
|
|
|
86,380
|
|
||||
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
1,2
|
|
$
|
21,137,486
|
|
|
$
|
21,116,852
|
|
|
$
|
19,948,300
|
|
|
$
|
19,930,568
|
|
Securities sold under agreements to repurchase
|
2
|
|
297,151
|
|
|
297,151
|
|
|
294,299
|
|
|
294,299
|
|
||||
Term debt
|
2
|
|
751,788
|
|
|
738,107
|
|
|
802,357
|
|
|
790,532
|
|
||||
Junior subordinated debentures, at fair value
|
3
|
|
300,870
|
|
|
300,870
|
|
|
277,155
|
|
|
277,155
|
|
||||
Junior subordinated debentures, at amortized cost
|
3
|
|
88,724
|
|
|
76,569
|
|
|
100,609
|
|
|
81,944
|
|
||||
Derivatives
|
2
|
|
15,982
|
|
|
15,982
|
|
|
9,288
|
|
|
9,288
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||
Description
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
||||||||
Equity and other investment securities
|
|
|
|
|
|
|
|
||||||||
Investments in mutual funds and other securities
|
$
|
50,475
|
|
|
$
|
50,475
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities held in rabbi trusts
|
10,918
|
|
|
10,918
|
|
|
—
|
|
|
—
|
|
||||
Other investments securities
(1)
|
448
|
|
|
—
|
|
|
448
|
|
|
—
|
|
||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agencies
|
39,656
|
|
|
—
|
|
|
39,656
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
309,171
|
|
|
—
|
|
|
309,171
|
|
|
—
|
|
||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
2,628,281
|
|
|
—
|
|
|
2,628,281
|
|
|
—
|
|
||||
Loans held for sale, at fair value
|
166,461
|
|
|
—
|
|
|
166,461
|
|
|
—
|
|
||||
Residential mortgage servicing rights, at fair value
|
169,025
|
|
|
—
|
|
|
—
|
|
|
169,025
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
6,757
|
|
|
—
|
|
|
—
|
|
|
6,757
|
|
||||
Interest rate forward sales commitments
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||
Interest rate swaps
|
42,276
|
|
|
—
|
|
|
42,276
|
|
|
—
|
|
||||
Foreign currency derivative
|
450
|
|
|
—
|
|
|
450
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
3,423,919
|
|
|
$
|
61,393
|
|
|
$
|
3,186,744
|
|
|
$
|
175,782
|
|
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
||||||||
Junior subordinated debentures, at fair value
|
$
|
300,870
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
300,870
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate forward sales commitments
|
2,963
|
|
|
—
|
|
|
2,963
|
|
|
—
|
|
||||
Interest rate swaps
|
12,746
|
|
|
—
|
|
|
12,746
|
|
|
—
|
|
||||
Foreign currency derivative
|
273
|
|
|
—
|
|
|
273
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
316,852
|
|
|
$
|
—
|
|
|
$
|
15,982
|
|
|
$
|
300,870
|
|
(in thousands)
|
December 31, 2017
|
||||||||||||||
Description
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
|
|
|
|
|
|
|
||||||||
Obligations of states and political subdivisions
|
$
|
273
|
|
|
$
|
—
|
|
|
$
|
273
|
|
|
$
|
—
|
|
Equity securities
|
11,982
|
|
|
11,982
|
|
|
—
|
|
|
—
|
|
||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agencies
|
39,698
|
|
|
—
|
|
|
39,698
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
308,456
|
|
|
—
|
|
|
308,456
|
|
|
—
|
|
||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
2,665,645
|
|
|
—
|
|
|
2,665,645
|
|
|
—
|
|
||||
Investments in mutual funds and other equity securities
|
51,970
|
|
|
51,970
|
|
|
—
|
|
|
—
|
|
||||
Loans held for sale, at fair value
|
259,518
|
|
|
—
|
|
|
259,518
|
|
|
—
|
|
||||
Residential mortgage servicing rights, at fair value
|
153,151
|
|
|
—
|
|
|
—
|
|
|
153,151
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
4,752
|
|
|
—
|
|
|
—
|
|
|
4,752
|
|
||||
Interest rate forward sales commitments
|
286
|
|
|
—
|
|
|
286
|
|
|
—
|
|
||||
Interest rate swaps
|
26,081
|
|
|
—
|
|
|
26,081
|
|
|
—
|
|
||||
Foreign currency derivatives
|
1,137
|
|
|
—
|
|
|
1,137
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
3,522,949
|
|
|
$
|
63,952
|
|
|
$
|
3,301,094
|
|
|
$
|
157,903
|
|
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
||||||||
Junior subordinated debentures, at fair value
|
$
|
277,155
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
277,155
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate forward sales commitments
|
567
|
|
|
—
|
|
|
567
|
|
|
—
|
|
||||
Interest rate swaps
|
7,229
|
|
|
—
|
|
|
7,229
|
|
|
—
|
|
||||
Foreign currency derivatives
|
1,492
|
|
|
—
|
|
|
1,492
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
286,443
|
|
|
$
|
—
|
|
|
$
|
9,288
|
|
|
$
|
277,155
|
|
Financial Instrument
|
|
Valuation Technique
|
|
Unobservable Input
|
|
Weighted Average
|
Residential mortgage servicing rights
|
|
Discounted cash flow
|
|
|
|
|
|
|
|
|
Constant prepayment rate
|
|
12.95%
|
|
|
|
|
Discount rate
|
|
9.70%
|
Interest rate lock commitments
|
|
Internal pricing model
|
|
|
|
|
|
|
|
|
Pull-through rate
|
|
90.31%
|
Junior subordinated debentures
|
|
Discounted cash flow
|
|
|
|
|
|
|
|
|
Credit spread
|
|
4.33%
|
(in thousands)
|
Beginning Balance
|
|
Change included in earnings
|
|
Change in fair values included in comprehensive income (loss)
|
|
Purchases and issuances
|
|
Sales and settlements
|
|
Ending Balance
|
|
Net change in unrealized gains or (losses) relating to items held at end of period
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage servicing rights
|
$
|
153,151
|
|
|
$
|
(13,195
|
)
|
|
$
|
—
|
|
|
$
|
29,069
|
|
|
$
|
—
|
|
|
$
|
169,025
|
|
|
$
|
444
|
|
Interest rate lock commitments, net
|
4,752
|
|
|
(27
|
)
|
|
—
|
|
|
23,010
|
|
|
(20,978
|
)
|
|
6,757
|
|
|
6,757
|
|
|||||||
Junior subordinated debentures
|
277,155
|
|
|
17,114
|
|
|
23,268
|
|
|
—
|
|
|
(16,667
|
)
|
|
300,870
|
|
|
40,382
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential mortgage servicing rights
|
$
|
142,973
|
|
|
$
|
(23,267
|
)
|
|
$
|
—
|
|
|
$
|
33,445
|
|
|
$
|
—
|
|
|
$
|
153,151
|
|
|
$
|
(6,799
|
)
|
Interest rate lock commitments, net
|
4,076
|
|
|
2,461
|
|
|
—
|
|
|
39,310
|
|
|
(41,095
|
)
|
|
4,752
|
|
|
4,752
|
|
|||||||
Junior subordinated debentures
|
262,209
|
|
|
28,147
|
|
|
—
|
|
|
—
|
|
|
(13,201
|
)
|
|
277,155
|
|
|
28,147
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Loans and leases
|
$
|
98,696
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
98,696
|
|
Other real estate owned
|
7,532
|
|
|
—
|
|
|
—
|
|
|
7,532
|
|
||||
|
$
|
106,228
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
106,228
|
|
(in thousands)
|
December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Loans and leases
|
$
|
75,121
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75,121
|
|
Other real estate owned
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
||||
|
$
|
75,189
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
75,189
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Loans and leases
|
$
|
59,727
|
|
|
$
|
48,488
|
|
|
$
|
33,289
|
|
Other real estate owned
|
1,277
|
|
|
146
|
|
|
1,719
|
|
|||
Total loss from nonrecurring measurements
|
$
|
61,004
|
|
|
$
|
48,634
|
|
|
$
|
35,008
|
|
(in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||||
|
Fair Value
|
|
Aggregate Unpaid Principal Balance
|
|
Fair Value Less Aggregate Unpaid Principal Balance
|
|
Fair Value
|
|
Aggregate Unpaid Principal Balance
|
|
Fair Value Less Aggregate Unpaid Principal Balance
|
||||||||||||
Loans held for sale
|
$
|
166,461
|
|
|
$
|
160,270
|
|
|
$
|
6,191
|
|
|
$
|
259,518
|
|
|
$
|
250,721
|
|
|
$
|
8,797
|
|
(in thousands, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
NUMERATORS:
|
|
|
|
|
|
||||||
Net income
|
$
|
316,263
|
|
|
$
|
242,313
|
|
|
$
|
230,068
|
|
Less:
|
|
|
|
|
|
||||||
Dividends and undistributed earnings allocated to participating securities
(1)
|
16
|
|
|
55
|
|
|
123
|
|
|||
Net earnings available to common shareholders
|
$
|
316,247
|
|
|
$
|
242,258
|
|
|
$
|
229,945
|
|
DENOMINATORS:
|
|
|
|
|
|
||||||
Weighted average number of common shares outstanding - basic
|
220,280
|
|
|
220,251
|
|
|
220,282
|
|
|||
Effect of potentially dilutive common shares
(2)
|
457
|
|
|
585
|
|
|
626
|
|
|||
Weighted average number of common shares outstanding - diluted
|
220,737
|
|
|
220,836
|
|
|
220,908
|
|
|||
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.44
|
|
|
$
|
1.10
|
|
|
$
|
1.04
|
|
Diluted
|
$
|
1.43
|
|
|
$
|
1.10
|
|
|
$
|
1.04
|
|
(in thousands)
|
Year Ended December 31, 2018
|
||||||||||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Home Lending
|
|
Corporate & Other
|
|
Consolidated
|
||||||||||||
Net interest income
|
$
|
451,513
|
|
|
$
|
24,346
|
|
|
$
|
339,180
|
|
|
$
|
39,897
|
|
|
$
|
83,703
|
|
|
$
|
938,639
|
|
Provision (recapture) for loan and lease losses
|
50,248
|
|
|
1,025
|
|
|
3,205
|
|
|
1,628
|
|
|
(201
|
)
|
|
55,905
|
|
||||||
Non-interest income
|
59,118
|
|
|
19,434
|
|
|
63,407
|
|
|
119,538
|
|
|
17,920
|
|
|
279,417
|
|
||||||
Non-interest expense
|
224,260
|
|
|
36,165
|
|
|
274,306
|
|
|
130,404
|
|
|
74,330
|
|
|
739,465
|
|
||||||
Income before income taxes
|
236,123
|
|
|
6,590
|
|
|
125,076
|
|
|
27,403
|
|
|
27,494
|
|
|
422,686
|
|
||||||
Provision for income taxes
|
59,031
|
|
|
1,648
|
|
|
31,269
|
|
|
6,851
|
|
|
7,624
|
|
|
106,423
|
|
||||||
Net income
|
$
|
177,092
|
|
|
$
|
4,942
|
|
|
$
|
93,807
|
|
|
$
|
20,552
|
|
|
$
|
19,870
|
|
|
$
|
316,263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
14,920,507
|
|
|
$
|
536,024
|
|
|
$
|
2,015,263
|
|
|
$
|
3,680,004
|
|
|
$
|
5,787,983
|
|
|
$
|
26,939,781
|
|
Total loans and leases
|
$
|
14,717,512
|
|
|
$
|
521,988
|
|
|
$
|
1,934,602
|
|
|
$
|
3,320,634
|
|
|
$
|
(72,070
|
)
|
|
$
|
20,422,666
|
|
Total deposits
|
$
|
3,776,047
|
|
|
$
|
1,068,025
|
|
|
$
|
13,016,976
|
|
|
$
|
219,584
|
|
|
$
|
3,056,854
|
|
|
$
|
21,137,486
|
|
(in thousands)
|
Year Ended December 31, 2017
|
||||||||||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Home Lending
|
|
Corporate & Other
|
|
Consolidated
|
||||||||||||
Net interest income
|
$
|
434,942
|
|
|
$
|
22,103
|
|
|
$
|
282,622
|
|
|
$
|
39,487
|
|
|
$
|
86,531
|
|
|
$
|
865,685
|
|
Provision for loan and lease losses
|
37,108
|
|
|
360
|
|
|
7,701
|
|
|
1,692
|
|
|
393
|
|
|
47,254
|
|
||||||
Non-interest income
|
52,054
|
|
|
18,697
|
|
|
62,366
|
|
|
142,763
|
|
|
2,607
|
|
|
278,487
|
|
||||||
Non-interest expense
|
218,266
|
|
|
32,123
|
|
|
288,236
|
|
|
146,690
|
|
|
62,560
|
|
|
747,875
|
|
||||||
Income before income taxes
|
231,622
|
|
|
8,317
|
|
|
49,051
|
|
|
33,868
|
|
|
26,185
|
|
|
349,043
|
|
||||||
Provision (benefit) for income taxes
|
85,700
|
|
|
3,077
|
|
|
18,149
|
|
|
12,531
|
|
|
(12,727
|
)
|
|
106,730
|
|
||||||
Net income
|
$
|
145,922
|
|
|
$
|
5,240
|
|
|
$
|
30,902
|
|
|
$
|
21,337
|
|
|
$
|
38,912
|
|
|
$
|
242,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
13,856,963
|
|
|
$
|
437,873
|
|
|
$
|
2,143,830
|
|
|
$
|
3,355,189
|
|
|
$
|
5,886,592
|
|
|
$
|
25,680,447
|
|
Total loans and leases
|
$
|
13,683,264
|
|
|
$
|
423,813
|
|
|
$
|
2,054,058
|
|
|
$
|
2,921,897
|
|
|
$
|
(63,840
|
)
|
|
$
|
19,019,192
|
|
Total deposits
|
$
|
3,776,080
|
|
|
$
|
993,559
|
|
|
$
|
12,449,568
|
|
|
$
|
222,494
|
|
|
$
|
2,506,599
|
|
|
$
|
19,948,300
|
|
(in thousands)
|
Year Ended December 31, 2016
|
||||||||||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Home Lending
|
|
Corporate & Other
|
|
Consolidated
|
||||||||||||
Net interest income
|
$
|
422,022
|
|
|
$
|
21,341
|
|
|
$
|
254,043
|
|
|
$
|
41,435
|
|
|
$
|
99,271
|
|
|
$
|
838,112
|
|
Provision (recapture) for loan and lease losses
|
35,348
|
|
|
587
|
|
|
8,049
|
|
|
(3,426
|
)
|
|
1,116
|
|
|
41,674
|
|
||||||
Non-interest income
|
48,227
|
|
|
19,554
|
|
|
62,726
|
|
|
163,527
|
|
|
7,694
|
|
|
301,728
|
|
||||||
Non-interest expense
|
203,233
|
|
|
34,213
|
|
|
293,307
|
|
|
154,922
|
|
|
51,480
|
|
|
737,155
|
|
||||||
Income before income taxes
|
231,668
|
|
|
6,095
|
|
|
15,413
|
|
|
53,466
|
|
|
54,369
|
|
|
361,011
|
|
||||||
Provision for income taxes
|
85,718
|
|
|
2,255
|
|
|
5,703
|
|
|
19,783
|
|
|
17,484
|
|
|
130,943
|
|
||||||
Net income
|
$
|
145,950
|
|
|
$
|
3,840
|
|
|
$
|
9,710
|
|
|
$
|
33,683
|
|
|
$
|
36,885
|
|
|
$
|
230,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total assets
|
$
|
12,829,249
|
|
|
$
|
437,058
|
|
|
$
|
1,893,433
|
|
|
$
|
3,243,600
|
|
|
$
|
6,368,066
|
|
|
$
|
24,771,406
|
|
Total loans and leases
|
$
|
12,640,383
|
|
|
$
|
415,737
|
|
|
$
|
1,806,554
|
|
|
$
|
2,685,181
|
|
|
$
|
(107,272
|
)
|
|
$
|
17,440,583
|
|
Total deposits
|
$
|
3,288,837
|
|
|
$
|
1,011,454
|
|
|
$
|
12,032,906
|
|
|
$
|
229,358
|
|
|
$
|
2,458,430
|
|
|
$
|
19,020,985
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Loans outstanding at beginning of year
|
$
|
8,983
|
|
|
$
|
9,836
|
|
|
$
|
10,302
|
|
New loans and advances
|
2,951
|
|
|
3,982
|
|
|
2,006
|
|
|||
Less loan repayments
|
(2,854
|
)
|
|
(3,516
|
)
|
|
(2,472
|
)
|
|||
Reclassification
(1)
|
(1
|
)
|
|
(1,319
|
)
|
|
—
|
|
|||
Loans outstanding at end of year
|
$
|
9,079
|
|
|
$
|
8,983
|
|
|
$
|
9,836
|
|
(in thousands)
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Non-interest bearing deposits with subsidiary bank
|
$
|
116,245
|
|
|
$
|
124,915
|
|
Investments in:
|
|
|
|
||||
Bank subsidiary
|
4,360,983
|
|
|
4,254,521
|
|
||
Nonbank subsidiaries
|
28,330
|
|
|
33,368
|
|
||
Other assets
|
8,478
|
|
|
382
|
|
||
Total assets
|
$
|
4,514,036
|
|
|
$
|
4,413,186
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Payable to bank subsidiary
|
$
|
278
|
|
|
$
|
115
|
|
Other liabilities
|
67,722
|
|
|
65,940
|
|
||
Junior subordinated debentures, at fair value
|
300,870
|
|
|
277,155
|
|
||
Junior subordinated debentures, at amortized cost
|
88,724
|
|
|
100,609
|
|
||
Total liabilities
|
457,594
|
|
|
443,819
|
|
||
Shareholders' equity
|
4,056,442
|
|
|
3,969,367
|
|
||
Total liabilities and shareholders' equity
|
$
|
4,514,036
|
|
|
$
|
4,413,186
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
INCOME
|
|
|
|
|
|
||||||
Dividends from subsidiaries
|
$
|
212,457
|
|
|
$
|
177,798
|
|
|
$
|
164,481
|
|
Other income (loss)
|
1,154
|
|
|
(14,678
|
)
|
|
(6,284
|
)
|
|||
Total income
|
213,611
|
|
|
163,120
|
|
|
158,197
|
|
|||
|
|
|
|
|
|
||||||
EXPENSES
|
|
|
|
|
|
||||||
Management fees paid to subsidiaries
|
1,014
|
|
|
1,003
|
|
|
946
|
|
|||
Other expenses
|
23,725
|
|
|
20,325
|
|
|
17,389
|
|
|||
Total expenses
|
24,739
|
|
|
21,328
|
|
|
18,335
|
|
|||
|
|
|
|
|
|
||||||
Income before income tax benefit and equity in undistributed earnings of subsidiaries
|
188,872
|
|
|
141,792
|
|
|
139,862
|
|
|||
Income tax benefit
|
(5,052
|
)
|
|
(25,679
|
)
|
|
(8,887
|
)
|
|||
Net income before equity in undistributed earnings of subsidiaries
|
193,924
|
|
|
167,471
|
|
|
148,749
|
|
|||
Equity in undistributed earnings of subsidiaries
|
122,339
|
|
|
74,842
|
|
|
81,319
|
|
|||
Net income
|
316,263
|
|
|
242,313
|
|
|
230,068
|
|
|||
Dividends and undistributed earnings allocated to participating securities
|
16
|
|
|
55
|
|
|
123
|
|
|||
Net earnings available to common shareholders
|
$
|
316,247
|
|
|
$
|
242,258
|
|
|
$
|
229,945
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
316,263
|
|
|
$
|
242,313
|
|
|
$
|
230,068
|
|
Adjustment to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Gain on Pivotus divestiture
|
(5,778
|
)
|
|
—
|
|
|
—
|
|
|||
Equity in undistributed earnings of subsidiaries
|
(122,339
|
)
|
|
(74,842
|
)
|
|
(81,319
|
)
|
|||
Depreciation, amortization and accretion
|
(244
|
)
|
|
(322
|
)
|
|
(322
|
)
|
|||
Change in junior subordinated debentures carried at fair value
|
—
|
|
|
14,946
|
|
|
6,752
|
|
|||
Net (increase) decrease in other assets
|
(1,696
|
)
|
|
3,532
|
|
|
972
|
|
|||
Net increase (decrease) in other liabilities
|
1,581
|
|
|
(2,006
|
)
|
|
(2,112
|
)
|
|||
Net cash provided by operating activities
|
187,787
|
|
|
183,621
|
|
|
154,039
|
|
|||
|
|
|
|
|
|
||||||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Change in advances to subsidiaries
|
(211
|
)
|
|
1,690
|
|
|
3,258
|
|
|||
Net cash (used) provided by investing activities
|
(211
|
)
|
|
1,690
|
|
|
3,258
|
|
|||
|
|
|
|
|
|
||||||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Net increase in advances from subsidiaries
|
163
|
|
|
115
|
|
|
45
|
|
|||
Dividends paid on common stock
|
(173,914
|
)
|
|
(145,398
|
)
|
|
(141,074
|
)
|
|||
Repurchases and retirement of common stock
|
(12,962
|
)
|
|
(8,614
|
)
|
|
(17,708
|
)
|
|||
Repayment of junior subordinated debentures at amortized cost
|
(10,598
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from stock options exercised
|
1,065
|
|
|
961
|
|
|
2,626
|
|
|||
Net cash used by financing activities
|
(196,246
|
)
|
|
(152,936
|
)
|
|
(156,111
|
)
|
|||
|
|
|
|
|
|
||||||
Net (decrease) increase in cash and cash equivalents
|
(8,670
|
)
|
|
32,375
|
|
|
1,186
|
|
|||
Cash and cash equivalents, beginning of year
|
124,915
|
|
|
92,540
|
|
|
91,354
|
|
|||
Cash and cash equivalents, end of year
|
$
|
116,245
|
|
|
$
|
124,915
|
|
|
$
|
92,540
|
|
(in thousands, except per share information)
|
2018
|
||||||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
(1)
|
|
Four Quarters
|
||||||||||
Interest income
|
$
|
286,768
|
|
|
$
|
276,242
|
|
|
$
|
255,192
|
|
|
$
|
248,947
|
|
|
$
|
1,067,149
|
|
Interest expense
|
39,378
|
|
|
34,874
|
|
|
30,292
|
|
|
23,966
|
|
|
128,510
|
|
|||||
Net interest income
|
247,390
|
|
|
241,368
|
|
|
224,900
|
|
|
224,981
|
|
|
938,639
|
|
|||||
Provision for loan and lease losses
|
17,219
|
|
|
11,711
|
|
|
13,319
|
|
|
13,656
|
|
|
55,905
|
|
|||||
Non-interest income
|
56,811
|
|
|
72,388
|
|
|
71,651
|
|
|
78,567
|
|
|
279,417
|
|
|||||
Non-interest expense
|
178,488
|
|
|
179,292
|
|
|
195,572
|
|
|
186,113
|
|
|
739,465
|
|
|||||
Income before provision for income taxes
|
108,494
|
|
|
122,753
|
|
|
87,660
|
|
|
103,779
|
|
|
422,686
|
|
|||||
Provision for income taxes
|
28,183
|
|
|
31,772
|
|
|
21,661
|
|
|
24,807
|
|
|
106,423
|
|
|||||
Net income
|
80,311
|
|
|
90,981
|
|
|
65,999
|
|
|
78,972
|
|
|
316,263
|
|
|||||
Dividends and undistributed earnings allocated to participating securities
|
1
|
|
|
5
|
|
|
4
|
|
|
6
|
|
|
16
|
|
|||||
Net earnings available to common shareholders
|
$
|
80,310
|
|
|
$
|
90,976
|
|
|
$
|
65,995
|
|
|
$
|
78,966
|
|
|
$
|
316,247
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share
|
$
|
0.36
|
|
|
$
|
0.41
|
|
|
$
|
0.30
|
|
|
$
|
0.36
|
|
|
|
||
Diluted earnings per common share
|
$
|
0.36
|
|
|
$
|
0.41
|
|
|
$
|
0.30
|
|
|
$
|
0.36
|
|
|
|
||
Cash dividends declared per common share
|
$
|
0.21
|
|
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
|
(in thousands, except per share information)
|
2017
|
||||||||||||||||||
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
(1)
|
|
Four Quarters
|
||||||||||
Interest income
|
$
|
244,467
|
|
|
$
|
243,463
|
|
|
$
|
231,803
|
|
|
$
|
224,168
|
|
|
$
|
943,901
|
|
Interest expense
|
21,514
|
|
|
20,252
|
|
|
19,061
|
|
|
17,389
|
|
|
78,216
|
|
|||||
Net interest income
|
222,953
|
|
|
223,211
|
|
|
212,742
|
|
|
206,779
|
|
|
865,685
|
|
|||||
Provision for loan and lease losses
|
12,928
|
|
|
11,997
|
|
|
10,657
|
|
|
11,672
|
|
|
47,254
|
|
|||||
Non-interest income
|
70,450
|
|
|
76,693
|
|
|
71,119
|
|
|
60,225
|
|
|
278,487
|
|
|||||
Non-interest expense
|
192,786
|
|
|
188,354
|
|
|
184,021
|
|
|
182,714
|
|
|
747,875
|
|
|||||
Income before provision for income taxes
|
87,689
|
|
|
99,553
|
|
|
89,183
|
|
|
72,618
|
|
|
349,043
|
|
|||||
Provision for income taxes
|
12,438
|
|
|
35,746
|
|
|
31,964
|
|
|
26,582
|
|
|
106,730
|
|
|||||
Net income
|
75,251
|
|
|
63,807
|
|
|
57,219
|
|
|
46,036
|
|
|
242,313
|
|
|||||
Dividends and undistributed earnings allocated to participating securities
|
15
|
|
|
14
|
|
|
14
|
|
|
12
|
|
|
55
|
|
|||||
Net earnings available to common shareholders
|
$
|
75,236
|
|
|
$
|
63,793
|
|
|
$
|
57,205
|
|
|
$
|
46,024
|
|
|
$
|
242,258
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per common share
|
$
|
0.34
|
|
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
0.21
|
|
|
|
||
Diluted earnings per common share
|
$
|
0.34
|
|
|
$
|
0.29
|
|
|
$
|
0.26
|
|
|
$
|
0.21
|
|
|
|
||
Cash dividends declared per common share
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
|
(in thousands)
|
2018
|
||
Non-interest income:
|
|
||
Service charges on deposits
|
|
||
Account maintenance fees
|
$
|
17,378
|
|
Transaction-based and overdraft service charges
|
25,636
|
|
|
Debit/ATM interchange fees
|
19,110
|
|
|
Total service charges on deposits
|
62,124
|
|
|
Brokerage revenue
|
16,480
|
|
|
Residential mortgage banking revenue (a)
|
118,235
|
|
|
Gain on sale of investment securities, net (a)
|
14
|
|
|
Unrealized holding losses on equity securities (a)
|
(1,484
|
)
|
|
Gain on loan sales, net (a)
|
7,834
|
|
|
BOLI income (a)
|
8,297
|
|
|
Other income
|
|
||
Merchant fee income
|
4,565
|
|
|
Credit card and interchange income
|
7,392
|
|
|
Remaining other income (a)
|
55,960
|
|
|
Total other income
|
67,917
|
|
|
Total non-interest income
|
$
|
279,417
|
|
•
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with the authorizations of management and directors of the Company; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
|
(in thousands)
|
|
|
|
|
|
||||||
Condensed Consolidated Statement of Income
|
For the three months ended March 31, 2018
|
||||||||||
|
As reported
|
|
Adjustment
|
|
As revised
|
||||||
Interest and fees on loans and leases
|
$
|
227,738
|
|
|
$
|
1,750
|
|
|
$
|
229,488
|
|
Income before provision for income taxes
|
102,029
|
|
|
1,750
|
|
|
103,779
|
|
|||
Provision for income taxes
|
24,360
|
|
|
447
|
|
|
24,807
|
|
|||
Net income
|
77,669
|
|
|
1,303
|
|
|
78,972
|
|
|||
|
|
|
|
|
|
||||||
Condensed Consolidated Balance Sheets
|
For the three months ended March 31, 2018
|
||||||||||
|
As reported
|
|
Adjustment
|
|
As revised
|
||||||
Loans and leases
|
$
|
19,314,589
|
|
|
$
|
(59,242
|
)
|
|
$
|
19,255,347
|
|
Deferred tax liability, net
|
39,277
|
|
|
(15,126
|
)
|
|
24,151
|
|
|||
Retained earnings
|
546,330
|
|
|
(44,116
|
)
|
|
502,214
|
|
(1)
|
Financial Statements:
|
(2)
|
Financial Statement Schedules:
|
(3)
|
The exhibits filed as part of this report and incorporated herein by reference to other documents are listed on the Exhibit Index to this annual report on Form 10-K, immediately following the signatures.
|
Exhibit
#
|
Description
|
Location
|
|
|
|
3.1
|
Incorporated by reference to Exhibit 3.1 to Form 10-Q filed May 7, 2014
|
|
|
|
|
3.2
|
Incorporated by reference to Exhibit 3.2 to Form 8-K filed April 21, 2017
|
|
|
|
|
4.1
|
Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-8 (No. 333-77259) filed with the SEC on April 28, 1999
|
|
|
|
|
4.2
|
The Company agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of the Company.
|
|
|
|
|
10.1**
|
Incorporated by reference to Appendix A to Form DEF 14A filed March 14, 2007
|
|
|
|
|
10.2**
|
Incorporated by reference to Exhibit 10.1 to Form 10-Q filed November 4, 2010
|
|
|
|
|
10.2.a**
|
Incorporated by reference to Exhibit 10.9 to Form 10-K filed February 23, 2015.
|
|
|
|
|
10.2.b**
|
Incorporated by reference to Exhibit 10.7.B to Form 10-K filed February 23, 2017
|
|
|
|
|
10.3**
|
Incorporated by reference to Exhibit 99.1 to Form 8-K filed March 7, 2008
|
|
|
|
|
10.3.a**
|
Incorporated by reference to Exhibit 99.1 to Form 8-K filed January 14, 2013
|
|
|
|
|
10.3.b**
|
Filed herewith
|
|
|
|
|
10.4**
|
Incorporated by reference to Exhibit 10.8 to Form 10-K filed February 23, 2017
|
|
|
|
|
10.4.a**
|
Incorporated by reference to Exhibit 10.7.a to Form 10-K filed February 23, 2018
|
|
|
|
|
10.4.b**
|
Filed herewith
|
|
|
|
|
10.5**
|
Incorporated by reference to Exhibit 99.1 to Form 8-K filed July 1, 2015
|
|
|
|
|
10.5.a**
|
Filed herewith
|
|
|
|
|
10.6**
|
Incorporated by reference to Exhibit 10.10 to Form 10-K filed February 23, 2017
|
|
|
|
|
10.7**
|
Incorporated by reference to Exhibit 10.11 to Form 10-K filed February 25, 2016
|
|
|
|
|
10.8**
|
Filed herewith
|
|
|
|
|
10.9**
|
Filed herewith
|
|
|
|
|
|
/s/ Cort L. O'Haver
|
February 21, 2019
|
|
|
Cort L. O'Haver, President and Chief Executive Officer
|
|
|
|
|
|
|
|
Signature
|
Title
|
Date
|
|
|
|
|
|
/s/ Cort L. O'Haver
|
President, Chief Executive Officer and Director
|
February 21, 2019
|
|
Cort L. O'Haver
|
(Principal Executive Officer)
|
|
|
|
|
|
|
/s/ Ronald L. Farnsworth
|
Executive Vice President, Chief Financial Officer
|
February 21, 2019
|
|
Ronald L. Farnsworth
|
(Principal Financial Officer)
|
|
|
|
|
|
|
/s/ Neal T. McLaughlin
|
Executive Vice President, Treasurer
|
February 21, 2019
|
|
Neal T. McLaughlin
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
/s/ Peggy Y. Fowler
|
Chair
|
February 21, 2019
|
|
Peggy Y. Fowler
|
|
|
|
|
|
|
|
/s/ Stephen M. Gambee
|
Director
|
February 21, 2019
|
|
Stephen M. Gambee
|
|
|
|
|
|
|
|
|
Director
|
February 21, 2019
|
|
James S. Greene
|
|
|
|
|
|
|
|
/s/ Luis F. Machuca
|
Director
|
February 21, 2019
|
|
Luis F. Machuca
|
|
|
|
|
|
|
|
/s/ Maria M. Pope
|
Director
|
February 21, 2019
|
|
Maria M. Pope
|
|
|
|
|
|
|
|
/s/ John F. Schultz
|
Director
|
February 21, 2019
|
|
John F. Schultz
|
|
|
|
|
|
|
|
/s/ Susan F. Stevens
|
Director
|
February 21, 2019
|
|
Susan F. Stevens
|
|
|
|
|
|
|
|
/s/ Hilliard C. Terry, III
|
Director
|
February 21, 2019
|
|
Hilliard C. Terry, III
|
|
|
|
|
|
|
|
/s/ Bryan L. Timm
|
Vice Chair
|
February 21, 2019
|
|
Bryan L. Timm
|
|
|
|
|
|
|
|
|
Director
|
February 21, 2019
|
|
Anddria Varnado
|
|
|
Effective
<Grant Date>
, you have been granted a Performance Stock Award ("
Award
") for the number of Shares listed above. This Notice of Performance Stock Award ("
Notice
") together with the Umpqua Holdings Corporation 2013 Incentive Plan (“
Plan
”) and the corresponding Restricted Stock Award Agreement ("
RSA Agreement,
" together with this Notice and the Plan, the "
PSA Documents
") delivered to you and in effect as of the Grant Date contain the terms of your Award. The Plan and the RSA Agreement are hereby incorporated by reference and made a part of this Notice, and capitalized terms not defined herein have the meaning given in the Plan or the Agreement.
No Current Payment of Dividends
. Any and all cash dividends and stock dividends with respect to Unvested Shares shall be withheld by the Company for your account. The cash dividends or stock dividends so withheld and attributable to any particular Unvested Share shall be distributed upon the vesting of the Award Shares and, to the extent such shares are forfeited, such dividends will also be forfeited.
Vesting Conditions
.
No shares subject to this Award will vest after the occurrence of any Forfeiture Event. Shares subject to this Award that have not yet vested in accordance with the vesting schedule are referred to as “
Unvested Shares
.” For the purposes of this Notice, the terms below have the following meanings:
“
Final Closing Price
” means in the case of the Company the closing price of a share of the Company’s common stock, and in the case of the KRXTR the closing price of the KRXTR (symbol “KRXTR”) on February 4, 2022.
“
Initial Closing Price
” means the closing price on the date of the grant for the Company and for the KRXTR (symbol KRXTR).
“
KRXTR
” means the KBW Regional Banking Total Return Index, or such other similar index as selected by the Committee should the KBW Regional Banking Total Return Index cease to be available.
“
TSR
” means the cumulative total shareholder return as measured by dividing the sum of the cumulative amount of dividends for the TSR Period, assuming dividend reinvestment, and the difference between the Initial Closing Price and the Final Closing Price, by the Initial Closing Price.
“
TSR Performance
” compares the Company’s TSR to the KRXTR TSR, each converted into a fixed investment, stated in dollars, assuming $100.00 was invested at the Initial Closing Price at the commencement of TSR Period. TSR Performance, for the purposes of determining vesting, is the quotient resulting from dividing Company TSR Performance by KRXTR TSR Performance. Company TSR Performance and KRXTR TSR Performance are calculated in the same manner as the performance of the Company’s common stock in the Stock Performance Graph presented in the Company’s Annual Report on Form 10-K as required by Item 201(e) of SEC Regulation S-K, except that the measurement period is three years for the purposes of this Agreement and five years for the Stock Performance Graph.
“
TSR Period
” means the three-year period ending on February 4, 2022.
The vesting of Shares is conditioned upon satisfaction of performance vesting requirements based on TSR Performance. Unless earlier vested as set forth below, Shares shall become vested in accordance with the applicable Vesting Percentage specified in the following schedule, provided that Participant is employed by the Company at the end of the TSR Period and the Committee or its delegate certifies the achievement of the performance goal:
Early Vesting
. Notwithstanding the foregoing: (i) upon death or Disability of Participant prior to the end of the TSR Period, a percentage of the Unvested Shares shall vest as of the date of such event (in the case of Disability upon termination of Participant’s Continuous Service) and shall be distributed in accordance with Section 4.2 of the RSA Agreement, with such percentage equal to the number of days of service by the Participant during the TSR Period divided by 1,095 (for shares subject to
either
performance metric); and (ii) in the event of a Change in Control, if Participant’s Continuous Service with the Company is terminated by the Company or successor entity without Cause or by the Participant for Good Reason (as defined in Participant’s employment agreement with the Company) within one year following the occurrence of a Change in Control, all Unvested Shares shall vest as of the date of such event and shall be distributed in accordance with Section 4.2 of the RSA Agreement. If the vesting schedule described herein would result in the vesting of a fraction of a share on any vesting date, that fractional share shall be rounded to the nearest whole Share. The number of Shares set forth above shall automatically be adjusted as appropriate pursuant to Section 13 of the Plan.
|
Acknowledgement and Agreement
. By acknowledging and agreeing to the Award on the terms set forth in the PSA Documents, you represent and warrant to the Company that: (a) you have received a copy of the PSA Documents, read and reviewed such documents in their entirety, and fully understand all provisions of the PSA Documents; (b) you hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan regarding any questions arising under the PSA Documents; (c) your rights to any shares underlying this Award are conditioned upon you satisfying the Vesting Conditions in this Notice and the terms of the PSA Documents; (d) nothing in the PSA Documents bestows upon you any right to continue your current employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause; and (e) you agree, unless otherwise paid back to the Company by you, that the Company shall have the right to offset the amount of the Award that is to be forfeited or repaid under Section 16,
Clawback
, of the Plan against any current amounts due to you, including, but not limited to, salary, incentive compensation, Awards under the Plan, severance, deferred compensation or any other funds due to you from Company. I hereby acknowledge receipt of, and accept, this Award granted on the date shown above, which has been issued to me under the terms and conditions of the PSA Documents, and I hereby agree to the terms and conditions of such PSA Documents, including the offset provision provided in paragraph (e) above. I further acknowledge receipt of the Plan Prospectus.
|
Effective
<Grant Date>
, you have been granted a Performance Stock Award ("
Award
") for the number of Shares listed above. This Notice of Performance Stock Award ("
Notice
") together with the Umpqua Holdings Corporation 2013 Incentive Plan (“
Plan
”) and the corresponding Restricted Stock Award Agreement ("
RSA Agreement,
" together with this Notice and the Plan, the "
PSA Documents
") delivered to you and in effect as of the Grant Date contain the terms of your Award. The Plan and the RSA Agreement are hereby incorporated by reference and made a part of this Notice, and capitalized terms not defined herein have the meaning given in the Plan or the Agreement.
No Current Payment of Dividends
. Any and all cash dividends and stock dividends with respect to Unvested Shares shall be withheld by the Company for your account. The cash dividends or stock dividends so withheld and attributable to any particular Unvested Share shall be distributed upon the vesting of the Award Shares and, to the extent such shares are forfeited, such dividends will also be forfeited.
Vesting Conditions
.
No shares subject to this Award will vest after the occurrence of any Forfeiture Event. Shares subject to this Award that have not yet vested in accordance with the vesting schedule are referred to as “
Unvested Shares
.” For the purposes of this Notice, the terms below have the following meanings:
“
Final ROATCE
” means, in the case of the Company, the Company’s return on average tangible common equity calculated based on the Company’s operating earnings as reported in the Company’s periodic filings with the SEC for the ROATCE Period and, in the case of the ROATCE Peers, the core return on average tangible common equity over the ROATCE Period as reported by ROATCE Peer SEC filings or SNL Financial with appropriate adjustments of accounting numbers by the Compensation Committee so that results are comparable across periods and among ROATCE Peers.
“
ROATCE Peers
” means the group of companies selected by the Compensation Committee of the Company’s Board of Directors for the purposes of periodic peer compensation comparisons, as adjusted during the vesting period to remove companies that are acquired or merge, which group is set forth in the Company’s 2019 proxy statement. The Compensation Committee will make final determinations of peers for the ROATCE Period, all as provided or permitted by Committee action and the Plan.
“
ROATCE Performance
” compares the Company’s Final ROATCE to the ROATCE Peers’ Final ROATCE and is calculated for purposes of determining vesting as the quotient resulting from dividing the Company’s Final ROATCE to the Peer ROATCE.
“
ROATCE Period
” means the three fiscal year period commencing January 1, 2019 and ending December 31, 2021.
“
Service Period
” means the three-year period ending on February 4, 2022.
The vesting of Shares is conditioned upon satisfaction of performance vesting requirements based on ROATCE Performance. Unless earlier vested as set forth below, Shares shall become vested in accordance with the applicable Vesting Percentage specified in the following schedule, provided that Participant is employed by the Company at the end of the Service Period and the Committee or its delegate certifies the achievement of the performance goal:
Early Vesting
. Notwithstanding the foregoing: (i) upon death or Disability of Participant prior to the end of the Service Period, a percentage of the Unvested Shares shall vest as of the date of such event (in the case of Disability upon termination of Participant’s Continuous Service) and shall be distributed in accordance with Section 4.2 of the RSA Agreement, with such percentage equal to the number of days of service by the Participant during the Service Period divided by 1,095 (for shares subject to
either
performance metric); and (ii) in the event of a Change in Control, if Participant’s Continuous Service with the Company is terminated by the Company or successor entity without Cause or by the Participant for Good Reason (as defined in Participant’s employment agreement with the Company) within one year following the occurrence of a Change in Control, all Unvested Shares shall vest as of the date of such event and shall be distributed in accordance with Section 4.2 of the RSA Agreement. If the vesting schedule described herein would result in the vesting of a fraction of a share on any vesting date, that fractional share shall be rounded to the nearest whole Share. The number of Shares set forth above shall automatically be adjusted as appropriate pursuant to Section 13 of the Plan.
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Acknowledgement and Agreement
. By acknowledging and agreeing to the Award on the terms set forth in the PSA Documents, you represent and warrant to the Company that: (a) you have received a copy of the PSA Documents, read and reviewed such documents in their entirety, and fully understand all provisions of the PSA Documents; (b) you hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Administrator of the Plan regarding any questions arising under the PSA Documents; (c) your rights to any shares underlying this Award are conditioned upon you satisfying the Vesting Conditions in this Notice and the terms of the PSA Documents; (d) nothing in the PSA Documents bestows upon you any right to continue your current employment or consulting relationship with the Company for any period of time, nor does it interfere in any way with your right or the Company’s right to terminate that relationship at any time, for any reason, with or without cause; and (e) you agree, unless otherwise paid back to the Company by you, that the Company shall have the right to offset the amount of the Award that is to be forfeited or repaid under Section 16,
Clawback
, of the Plan against any current amounts due to you, including, but not limited to, salary, incentive compensation, Awards under the Plan, severance, deferred compensation or any other funds due to you from Company. I hereby acknowledge receipt of, and accept, this Award granted on the date shown above, which has been issued to me under the terms and conditions of the PSA Documents, and I hereby agree to the terms and conditions of such PSA Documents, including the offset provision provided in paragraph (e) above. I further acknowledge receipt of the Plan Prospectus.
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4.
|
DUTIES; POSITION
.
|
4.2
|
Obligations of Officer
.
|
5.
|
COMPENSATION
.
|
6.4
|
Death or Disability
. Upon Officer's death or Disability (as defined in
|
7.
|
DEFINITIONS.
|
7.3
|
Disability
. For purposes of this Agreement, "
Disability
" means that
|
9.
|
SEVERANCE BENEFIT
. In the event of Termination Without Cause or
|
11.
|
LIMITATION ON BENEFITS.
|
11.3
|
Code Section 409A.
|
12.
|
EXECUTIVE SEVERANCE PLAN.
|
a.
|
The specific reasons for the denial;
|
a.
|
Its decision on appeal;
|
b.
|
The specific reasons for the decision;
|
c.
|
The specific provisions of the Plan on which the decision is based; and
|
13.
|
NONCOMPETITION
.
|
18.
|
DISPUTE RESOLUTION.
|
20.
|
BENEFICIARIES
.
|
21.
|
GENERAL PROVISIONS.
|
•
|
Registration Statement on Form S-4 as amended by Post-Effective Amendment No. 1 on Form S-8 (No. 333-192346)
|
•
|
Registration Statement on Form S-3ASR (No. 333-195396)
|
•
|
Registration Statement on Form S-8 (No. 333-211381)
|
•
|
Registration Statement on Form S-8 (No. 333-188291)
|
•
|
Registration Statement on Form S-8 (No. 333-144766)
|
•
|
Registration Statement on Form S-8 (No. 333-143347)
|
•
|
Registration Statement on Form S-8 (No. 333-135071)
|
•
|
Registration Statement on Form S-8 (No. 333-117680)
|
•
|
Registration Statement on Form S-8 (No. 333-117679)
|
•
|
Registration Statement on Form S-8 (No. 333-105637)
|
•
|
Registration Statement on Form S-8 (No. 333-101357)
|
•
|
Registration Statement on Form S-8 (No. 333-58978)
|
•
|
Registration Statement on Form S-8 (No. 333-77259)
|
|
/s/ Cort L. O'Haver
|
|
Cort L. O'Haver
|
|
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
|
|
/s/ Cort L. O'Haver
|
|
Cort L. O'Haver
|
|
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
|
|
|
|
February 21, 2019
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