☒
|
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
for the quarterly period ended:
|
June 30, 2019
|
|
or
|
☐
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
for the transition period from to .
|
Oregon
|
93-1261319
|
(State or Other Jurisdiction
|
(I.R.S. Employer Identification Number)
|
of Incorporation or Organization)
|
|
TITLE OF EACH CLASS
|
TRADING SYMBOL
|
NAME OF EXCHANGE
|
Common Stock
|
UMPQ
|
The NASDAQ Global Select Market
|
Item 1.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
(in thousands, except per share amounts)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
INTEREST INCOME
|
|
|
|
|
|
|
|
||||||||
Interest and fees on loans and leases
|
$
|
264,110
|
|
|
$
|
242,123
|
|
|
$
|
522,857
|
|
|
$
|
471,611
|
|
Interest and dividends on investment securities:
|
|
|
|
|
|
|
|
||||||||
Taxable
|
10,287
|
|
|
8,499
|
|
|
30,243
|
|
|
24,198
|
|
||||
Exempt from federal income tax
|
1,921
|
|
|
2,057
|
|
|
4,035
|
|
|
4,185
|
|
||||
Dividends
|
574
|
|
|
433
|
|
|
1,091
|
|
|
901
|
|
||||
Interest on temporary investments and interest bearing deposits
|
4,708
|
|
|
2,080
|
|
|
5,633
|
|
|
3,244
|
|
||||
Total interest income
|
281,600
|
|
|
255,192
|
|
|
563,859
|
|
|
504,139
|
|
||||
INTEREST EXPENSE
|
|
|
|
|
|
|
|
||||||||
Interest on deposits
|
43,591
|
|
|
21,259
|
|
|
77,685
|
|
|
36,869
|
|
||||
Interest on securities sold under agreement to repurchase and federal funds purchased
|
403
|
|
|
155
|
|
|
1,213
|
|
|
218
|
|
||||
Interest on term debt
|
4,563
|
|
|
3,478
|
|
|
8,246
|
|
|
6,839
|
|
||||
Interest on junior subordinated debentures
|
5,881
|
|
|
5,400
|
|
|
11,868
|
|
|
10,332
|
|
||||
Total interest expense
|
54,438
|
|
|
30,292
|
|
|
99,012
|
|
|
54,258
|
|
||||
Net interest income
|
227,162
|
|
|
224,900
|
|
|
464,847
|
|
|
449,881
|
|
||||
PROVISION FOR LOAN AND LEASE LOSSES
|
19,352
|
|
|
13,319
|
|
|
33,036
|
|
|
26,975
|
|
||||
Net interest income after provision for loan and lease losses
|
207,810
|
|
|
211,581
|
|
|
431,811
|
|
|
422,906
|
|
||||
NON-INTEREST INCOME
|
|
|
|
|
|
|
|
||||||||
Service charges on deposits
|
15,953
|
|
|
15,520
|
|
|
31,231
|
|
|
30,515
|
|
||||
Brokerage revenue
|
3,980
|
|
|
4,161
|
|
|
7,790
|
|
|
8,355
|
|
||||
Residential mortgage banking revenue, net
|
9,529
|
|
|
33,163
|
|
|
20,760
|
|
|
71,601
|
|
||||
(Loss) gain on sale of debt securities, net
|
(7,186
|
)
|
|
14
|
|
|
(7,186
|
)
|
|
14
|
|
||||
Gain (loss) on equity securities, net
|
82,607
|
|
|
(1,432
|
)
|
|
83,302
|
|
|
(1,432
|
)
|
||||
Gain on loan and lease sales, net
|
3,333
|
|
|
1,348
|
|
|
4,102
|
|
|
2,578
|
|
||||
BOLI income
|
2,093
|
|
|
2,060
|
|
|
4,261
|
|
|
4,130
|
|
||||
Other income
|
11,514
|
|
|
16,817
|
|
|
23,303
|
|
|
34,457
|
|
||||
Total non-interest income
|
121,823
|
|
|
71,651
|
|
|
167,563
|
|
|
150,218
|
|
||||
NON-INTEREST EXPENSE
|
|
|
|
|
|
|
|
||||||||
Salaries and employee benefits
|
104,049
|
|
|
113,340
|
|
|
204,707
|
|
|
219,891
|
|
||||
Occupancy and equipment, net
|
36,032
|
|
|
37,584
|
|
|
72,277
|
|
|
76,245
|
|
||||
Communications
|
3,906
|
|
|
4,447
|
|
|
8,126
|
|
|
8,880
|
|
||||
Marketing
|
4,312
|
|
|
3,088
|
|
|
7,038
|
|
|
4,888
|
|
||||
Services
|
13,227
|
|
|
16,627
|
|
|
25,437
|
|
|
31,688
|
|
||||
FDIC assessments
|
2,837
|
|
|
4,692
|
|
|
5,779
|
|
|
9,172
|
|
||||
Loss (gain) on other real estate owned, net
|
2,678
|
|
|
(92
|
)
|
|
2,627
|
|
|
(130
|
)
|
||||
Intangible amortization
|
1,405
|
|
|
1,542
|
|
|
2,809
|
|
|
3,083
|
|
||||
Other expenses
|
11,969
|
|
|
14,344
|
|
|
23,207
|
|
|
27,968
|
|
||||
Total non-interest expense
|
180,415
|
|
|
195,572
|
|
|
352,007
|
|
|
381,685
|
|
||||
Income before provision for income taxes
|
149,218
|
|
|
87,660
|
|
|
247,367
|
|
|
191,439
|
|
||||
Provision for income taxes
|
37,408
|
|
|
21,661
|
|
|
61,524
|
|
|
46,468
|
|
||||
Net income
|
$
|
111,810
|
|
|
$
|
65,999
|
|
|
$
|
185,843
|
|
|
$
|
144,971
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$0.51
|
|
$0.30
|
|
$0.84
|
|
$0.66
|
||||||||
Diluted
|
$0.51
|
|
$0.30
|
|
$0.84
|
|
$0.66
|
||||||||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
220,487
|
|
|
220,283
|
|
|
220,427
|
|
|
220,326
|
|
||||
Diluted
|
220,719
|
|
|
220,647
|
|
|
220,692
|
|
|
220,760
|
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Net income
|
$
|
111,810
|
|
|
$
|
65,999
|
|
|
$
|
185,843
|
|
|
$
|
144,971
|
|
Available for sale securities:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) arising during the period
|
40,760
|
|
|
(4,027
|
)
|
|
74,029
|
|
|
(46,217
|
)
|
||||
Income tax (expense) benefit related to unrealized gains (losses)
|
(10,484
|
)
|
|
1,028
|
|
|
(19,041
|
)
|
|
11,799
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Reclassification adjustment for net realized losses (gains) in earnings
|
7,186
|
|
|
(14
|
)
|
|
7,186
|
|
|
(14
|
)
|
||||
Income tax (benefit) expense related to realized losses (gains)
|
(1,848
|
)
|
|
4
|
|
|
(1,848
|
)
|
|
4
|
|
||||
Net change in unrealized gains (losses) for available for sale securities
|
35,614
|
|
|
(3,009
|
)
|
|
60,326
|
|
|
(34,428
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Junior subordinated debentures, at fair value:
|
|
|
|
|
|
|
|
||||||||
Unrealized gains (losses) arising during the period
|
17,240
|
|
|
(1,513
|
)
|
|
23,804
|
|
|
(3,196
|
)
|
||||
Income tax (expense) benefit related to unrealized gains (losses)
|
(4,459
|
)
|
|
386
|
|
|
(6,103
|
)
|
|
816
|
|
||||
Net change in unrealized gains (losses) for junior subordinated debentures, at fair value
|
12,781
|
|
|
(1,127
|
)
|
|
17,701
|
|
|
(2,380
|
)
|
||||
Other comprehensive income (loss), net of tax
|
48,395
|
|
|
(4,136
|
)
|
|
78,027
|
|
|
(36,808
|
)
|
||||
Comprehensive income
|
$
|
160,205
|
|
|
$
|
61,863
|
|
|
$
|
263,870
|
|
|
$
|
108,163
|
|
(in thousands, except shares)
|
Common Stock
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
Retained Earnings
|
|
|
Total
|
||||||||||
Balance at January 1, 2018
|
220,148,824
|
|
|
$
|
3,517,258
|
|
|
$
|
477,101
|
|
|
$
|
(24,992
|
)
|
|
$
|
3,969,367
|
|
Net income
|
|
|
|
|
|
|
78,972
|
|
|
|
|
|
78,972
|
|
||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
(32,672
|
)
|
|
(32,672
|
)
|
||||
Stock-based compensation
|
|
|
|
1,829
|
|
|
|
|
|
|
|
|
1,829
|
|
||||
Stock repurchased and retired
|
(201,473
|
)
|
|
(4,340
|
)
|
|
|
|
|
|
|
|
(4,340
|
)
|
||||
Issuances of common stock under stock plans
|
513,485
|
|
|
759
|
|
|
|
|
|
|
|
|
759
|
|
||||
Cash dividends on common stock ($0.20 per share)
|
|
|
|
|
|
|
(44,149
|
)
|
|
|
|
|
(44,149
|
)
|
||||
Junior subordinated debentures, at fair value, cumulative effect adjustment (1)
|
|
|
|
|
(9,710
|
)
|
|
9,710
|
|
|
—
|
|
||||||
Balance at March 31, 2018
|
220,460,836
|
|
|
$
|
3,515,506
|
|
|
$
|
502,214
|
|
|
$
|
(47,954
|
)
|
|
$
|
3,969,766
|
|
Net income
|
|
|
|
|
|
|
65,999
|
|
|
|
|
|
65,999
|
|
||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
(4,136
|
)
|
|
(4,136
|
)
|
||||
Stock-based compensation
|
|
|
|
1,550
|
|
|
|
|
|
|
|
|
1,550
|
|
||||
Stock repurchased and retired
|
(334,854
|
)
|
|
(8,167
|
)
|
|
|
|
|
|
|
|
(8,167
|
)
|
||||
Issuances of common stock under stock plans
|
78,709
|
|
|
257
|
|
|
|
|
|
|
|
|
257
|
|
||||
Cash dividends on common stock ($0.20 per share)
|
|
|
|
|
|
|
(44,182
|
)
|
|
|
|
|
(44,182
|
)
|
||||
Balance at June 30, 2018
|
220,204,691
|
|
|
$
|
3,509,146
|
|
|
$
|
524,031
|
|
|
$
|
(52,090
|
)
|
|
$
|
3,981,087
|
|
Net income
|
|
|
|
|
|
|
90,981
|
|
|
|
|
|
90,981
|
|
||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
(23,585
|
)
|
|
(23,585
|
)
|
||||
Stock-based compensation
|
|
|
|
2,140
|
|
|
|
|
|
|
|
|
2,140
|
|
||||
Stock repurchased and retired
|
(17,784
|
)
|
|
(386
|
)
|
|
|
|
|
|
|
|
(386
|
)
|
||||
Issuances of common stock under stock plans
|
51,324
|
|
|
49
|
|
|
|
|
|
|
|
|
49
|
|
||||
Cash dividends on common stock ($0.21 per share)
|
|
|
|
|
|
|
(46,393
|
)
|
|
|
|
|
(46,393
|
)
|
||||
Balance at September 30, 2018
|
220,238,231
|
|
|
$
|
3,510,949
|
|
|
$
|
568,619
|
|
|
$
|
(75,675
|
)
|
|
$
|
4,003,893
|
|
Net income
|
|
|
|
|
80,311
|
|
|
|
|
80,311
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
16,761
|
|
|
16,761
|
|
|||||||
Stock-based compensation
|
|
|
1,994
|
|
|
|
|
|
|
1,994
|
|
|||||||
Stock repurchased and retired
|
(3,537
|
)
|
|
(69
|
)
|
|
|
|
|
|
(69
|
)
|
||||||
Issuances of common stock under stock plans
|
20,345
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||
Cash dividends on common stock ($0.21 per share)
|
|
|
|
|
(46,448
|
)
|
|
|
|
(46,448
|
)
|
|||||||
Balance at December 31, 2018
|
220,255,039
|
|
|
$
|
3,512,874
|
|
|
$
|
602,482
|
|
|
$
|
(58,914
|
)
|
|
$
|
4,056,442
|
|
(in thousands, except shares)
|
Common Stock
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|||||||||||
|
Shares
|
|
Amount
|
|
Retained Earnings
|
|
|
Total
|
||||||||||
Balance at January 1, 2019
|
220,255,039
|
|
|
$
|
3,512,874
|
|
|
$
|
602,482
|
|
|
$
|
(58,914
|
)
|
|
$
|
4,056,442
|
|
Net income
|
|
|
|
|
74,033
|
|
|
|
|
74,033
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
29,632
|
|
|
29,632
|
|
|||||||
Stock-based compensation
|
|
|
754
|
|
|
|
|
|
|
754
|
|
|||||||
Stock repurchased and retired
|
(108,088
|
)
|
|
(1,918
|
)
|
|
|
|
|
|
(1,918
|
)
|
||||||
Issuances of common stock under stock plans
|
310,257
|
|
|
21
|
|
|
|
|
|
|
21
|
|
||||||
Cash dividends on common stock ($0.21 per share)
|
|
|
|
|
(46,394
|
)
|
|
|
|
(46,394
|
)
|
|||||||
Leases, cumulative effect adjustment (2)
|
|
|
|
|
(244
|
)
|
|
|
|
(244
|
)
|
|||||||
Balance at March 31, 2019
|
220,457,208
|
|
|
$
|
3,511,731
|
|
|
$
|
629,877
|
|
|
$
|
(29,282
|
)
|
|
$
|
4,112,326
|
|
Net income
|
|
|
|
|
111,810
|
|
|
|
|
111,810
|
|
|||||||
Other comprehensive income, net of tax
|
|
|
|
|
|
|
48,395
|
|
|
48,395
|
|
|||||||
Stock-based compensation
|
|
|
2,722
|
|
|
|
|
|
|
2,722
|
|
|||||||
Stock repurchased and retired
|
(4,113
|
)
|
|
(62
|
)
|
|
|
|
|
|
(62
|
)
|
||||||
Issuances of common stock under stock plans
|
45,589
|
|
|
—
|
|
|
|
|
|
|
—
|
|
||||||
Cash dividends on common stock ($0.21 per share)
|
|
|
|
|
(46,684
|
)
|
|
|
|
(46,684
|
)
|
|||||||
Balance at June 30, 2019
|
220,498,684
|
|
|
$
|
3,514,391
|
|
|
$
|
695,003
|
|
|
$
|
19,113
|
|
|
$
|
4,228,507
|
|
UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
|
|||||||
(in thousands)
|
Six Months Ended
|
||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
185,843
|
|
|
$
|
144,971
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of investment premiums, net
|
12,338
|
|
|
18,750
|
|
||
Loss (gain) on sale of investment securities, net
|
7,186
|
|
|
(14
|
)
|
||
Gain on sale of other real estate owned, net
|
(107
|
)
|
|
(196
|
)
|
||
Valuation adjustment on other real estate owned
|
2,734
|
|
|
66
|
|
||
Provision for loan and lease losses
|
33,036
|
|
|
26,975
|
|
||
Change in cash surrender value of bank owned life insurance
|
(4,267
|
)
|
|
(4,203
|
)
|
||
Depreciation, amortization and accretion
|
22,600
|
|
|
27,411
|
|
||
Gain on sale of premises and equipment
|
(687
|
)
|
|
(1,789
|
)
|
||
Gain on store divestiture
|
(1,225
|
)
|
|
—
|
|
||
Additions to residential mortgage servicing rights carried at fair value
|
(9,379
|
)
|
|
(13,390
|
)
|
||
Change in fair value of residential mortgage servicing rights carried at fair value
|
38,624
|
|
|
324
|
|
||
Gain on redemption of junior subordinated debentures at amortized cost
|
—
|
|
|
(1,043
|
)
|
||
Stock-based compensation
|
3,476
|
|
|
3,379
|
|
||
Net increase in equity and other investments
|
(3,068
|
)
|
|
(1,504
|
)
|
||
(Gain) loss on equity securities, net
|
(83,302
|
)
|
|
1,432
|
|
||
Gain on sale of loans and leases, net
|
(34,471
|
)
|
|
(33,746
|
)
|
||
Change in fair value of loans held for sale
|
(7,685
|
)
|
|
(5,402
|
)
|
||
Origination of loans held for sale
|
(1,185,240
|
)
|
|
(1,526,715
|
)
|
||
Proceeds from sales of loans held for sale
|
1,033,110
|
|
|
1,390,161
|
|
||
Change in other assets and liabilities:
|
|
|
|
||||
Net increase in other assets
|
(114,975
|
)
|
|
(13,585
|
)
|
||
Net (decrease) increase in other liabilities
|
(12,309
|
)
|
|
37,491
|
|
||
Net cash (used in) provided by operating activities
|
(117,768
|
)
|
|
49,373
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Purchases of investment securities available for sale
|
(322,410
|
)
|
|
(134,071
|
)
|
||
Proceeds from investment securities available for sale
|
662,496
|
|
|
227,920
|
|
||
Proceeds from investment securities held to maturity
|
282
|
|
|
278
|
|
||
Proceeds from sale of equity securities
|
81,853
|
|
|
—
|
|
||
Purchases of restricted equity securities
|
(205,400
|
)
|
|
(45,600
|
)
|
||
Redemption of restricted equity securities
|
202,605
|
|
|
46,788
|
|
||
Net change in loans and leases
|
(619,257
|
)
|
|
(687,453
|
)
|
||
Proceeds from sales of loans and leases
|
58,478
|
|
|
41,613
|
|
||
Change in premises and equipment
|
(5,387
|
)
|
|
(2,820
|
)
|
||
Proceeds from bank owned life insurance death benefits
|
1,869
|
|
|
1,481
|
|
||
Proceeds from sales of other real estate owned
|
856
|
|
|
1,629
|
|
||
Net cash paid in store divestiture
|
(44,646
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
$
|
(188,661
|
)
|
|
$
|
(550,235
|
)
|
|
|
|
|
UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(UNAUDITED)
|
|||||||
(in thousands)
|
Six Months Ended
|
||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Net increase in deposit liabilities
|
$
|
731,192
|
|
|
$
|
796,618
|
|
Net increase (decrease) in securities sold under agreements to repurchase
|
10,901
|
|
|
(20,633
|
)
|
||
Proceeds from term debt borrowings
|
330,670
|
|
|
50,000
|
|
||
Repayment of term debt borrowings
|
(260,670
|
)
|
|
(50,652
|
)
|
||
Repayment of junior subordinated debentures at amortized cost
|
—
|
|
|
(10,598
|
)
|
||
Dividends paid on common stock
|
(92,551
|
)
|
|
(83,650
|
)
|
||
Proceeds from stock options exercised
|
21
|
|
|
1,016
|
|
||
Repurchase and retirement of common stock
|
(1,980
|
)
|
|
(12,507
|
)
|
||
Net cash provided by financing activities
|
717,583
|
|
|
669,594
|
|
||
Net increase in cash and cash equivalents
|
411,154
|
|
|
168,732
|
|
||
Cash and cash equivalents, beginning of period
|
622,637
|
|
|
634,280
|
|
||
Cash and cash equivalents, end of period
|
$
|
1,033,791
|
|
|
$
|
803,012
|
|
|
|
|
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
|
|
||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest
|
$
|
96,766
|
|
|
$
|
51,048
|
|
Income taxes
|
$
|
58,827
|
|
|
$
|
38,029
|
|
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
|
|
|
|
||||
Change in unrealized gains on investment securities available for sale, net of taxes
|
$
|
60,326
|
|
|
$
|
(34,428
|
)
|
Change in unrealized gains on junior subordinated debentures carried at fair value, net of taxes
|
$
|
17,701
|
|
|
$
|
(2,380
|
)
|
Junior subordinated debentures, at fair value, cumulative effect adjustment
|
$
|
—
|
|
|
$
|
9,710
|
|
Cash dividend declared on common stock and payable after period-end
|
$
|
46,305
|
|
|
$
|
44,012
|
|
Change in GNMA mortgage loans recognized due to repurchase option
|
$
|
(3,470
|
)
|
|
$
|
(3,223
|
)
|
Transfer of loans to other real estate owned
|
$
|
948
|
|
|
$
|
1,866
|
|
(in thousands)
|
June 30, 2019
|
||||||||||||||
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
AVAILABLE FOR SALE:
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Treasury and agencies
|
$
|
335,541
|
|
|
$
|
1,701
|
|
|
$
|
(141
|
)
|
|
$
|
337,101
|
|
Obligations of states and political subdivisions
|
262,859
|
|
|
8,262
|
|
|
(169
|
)
|
|
270,952
|
|
||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
2,087,562
|
|
|
15,862
|
|
|
(13,079
|
)
|
|
2,090,345
|
|
||||
|
$
|
2,685,962
|
|
|
$
|
25,825
|
|
|
$
|
(13,389
|
)
|
|
$
|
2,698,398
|
|
HELD TO MATURITY:
|
|
|
|
|
|
|
|
||||||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
$
|
3,416
|
|
|
$
|
1,046
|
|
|
$
|
—
|
|
|
$
|
4,462
|
|
|
$
|
3,416
|
|
|
$
|
1,046
|
|
|
$
|
—
|
|
|
$
|
4,462
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||
|
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)
|
June 30, 2019
|
||||||||||||||||||||||
|
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
|
$
|
9,091
|
|
|
$
|
62
|
|
|
$
|
19,919
|
|
|
$
|
79
|
|
|
$
|
29,010
|
|
|
$
|
141
|
|
Obligations of states and political subdivisions
|
865
|
|
|
1
|
|
|
17,516
|
|
|
168
|
|
|
18,381
|
|
|
169
|
|
||||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
37,742
|
|
|
211
|
|
|
1,084,016
|
|
|
12,868
|
|
|
1,121,758
|
|
|
13,079
|
|
||||||
Total temporarily impaired securities
|
$
|
47,698
|
|
|
$
|
274
|
|
|
$
|
1,121,451
|
|
|
$
|
13,115
|
|
|
$
|
1,169,149
|
|
|
$
|
13,389
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||||||||||
|
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)
|
Available For Sale
|
|
Held To Maturity
|
||||||||||||
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||
Due within one year
|
$
|
4,845
|
|
|
$
|
4,884
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
72,849
|
|
|
73,246
|
|
|
—
|
|
|
—
|
|
||||
Due after five years through ten years
|
646,027
|
|
|
649,917
|
|
|
18
|
|
|
18
|
|
||||
Due after ten years
|
1,962,241
|
|
|
1,970,351
|
|
|
3,398
|
|
|
4,444
|
|
||||
|
$
|
2,685,962
|
|
|
$
|
2,698,398
|
|
|
$
|
3,416
|
|
|
$
|
4,462
|
|
(in thousands)
|
Three Months Ended
|
||||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||
|
Gain
|
|
Loss
|
|
Gain
|
|
Loss
|
||||||||
Obligations of states and political subdivisions
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Residential mortgage-backed securities and collateralized mortgage obligations
|
143
|
|
|
(7,345
|
)
|
|
14
|
|
|
—
|
|
||||
|
$
|
159
|
|
|
$
|
(7,345
|
)
|
|
$
|
14
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
Six Months Ended
|
||||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||
|
Gain
|
|
Loss
|
|
Gain
|
|
Loss
|
||||||||
Obligations of states and political subdivisions
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Residential mortgage-backed securities and collateralized mortgage obligations
|
143
|
|
|
(7,345
|
)
|
|
14
|
|
|
—
|
|
||||
|
$
|
159
|
|
|
$
|
(7,345
|
)
|
|
$
|
14
|
|
|
$
|
—
|
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Unrealized gain (loss) recognized on equity securities held at the end of the period
|
$
|
754
|
|
|
$
|
(1,432
|
)
|
|
$
|
1,449
|
|
|
$
|
(1,432
|
)
|
Net gain recognized on equity securities sold during the period
|
81,853
|
|
|
—
|
|
|
81,853
|
|
|
—
|
|
||||
Total gain (loss) recognized on equity securities
|
$
|
82,607
|
|
|
$
|
(1,432
|
)
|
|
$
|
83,302
|
|
|
$
|
(1,432
|
)
|
(in thousands)
|
Amortized Cost
|
|
Fair Value
|
||||
To state and local governments to secure public deposits
|
$
|
1,047,739
|
|
|
$
|
1,053,644
|
|
Other securities pledged principally to secure repurchase agreements
|
429,303
|
|
|
431,883
|
|
||
Total pledged securities
|
$
|
1,477,042
|
|
|
$
|
1,485,527
|
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Commercial real estate
|
|
|
|
||||
Non-owner occupied term, net
|
$
|
3,537,084
|
|
|
$
|
3,573,065
|
|
Owner occupied term, net
|
2,396,674
|
|
|
2,480,371
|
|
||
Multifamily, net
|
3,341,547
|
|
|
3,304,763
|
|
||
Construction & development, net
|
732,932
|
|
|
736,254
|
|
||
Residential development, net
|
199,421
|
|
|
196,890
|
|
||
Commercial
|
|
|
|
||||
Term, net
|
2,271,346
|
|
|
2,232,923
|
|
||
Lines of credit & other, net
|
1,280,587
|
|
|
1,169,525
|
|
||
Leases & equipment finance, net
|
1,449,579
|
|
|
1,330,155
|
|
||
Residential
|
|
|
|
||||
Mortgage, net
|
3,995,643
|
|
|
3,635,073
|
|
||
Home equity loans & lines, net
|
1,215,215
|
|
|
1,176,477
|
|
||
Consumer & other, net
|
533,343
|
|
|
587,170
|
|
||
Total loans, net of deferred fees and costs
|
$
|
20,953,371
|
|
|
$
|
20,422,666
|
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Balance, beginning of period
|
$
|
51,073
|
|
|
$
|
66,677
|
|
|
$
|
56,564
|
|
|
$
|
74,268
|
|
Accretion to interest income
|
(5,433
|
)
|
|
(7,123
|
)
|
|
(10,318
|
)
|
|
(15,901
|
)
|
||||
Disposals
|
(2,230
|
)
|
|
(2,838
|
)
|
|
(4,573
|
)
|
|
(7,854
|
)
|
||||
Reclassifications from non-accretable difference
|
2,609
|
|
|
6,250
|
|
|
4,346
|
|
|
12,453
|
|
||||
Balance, end of period
|
$
|
46,019
|
|
|
$
|
62,966
|
|
|
$
|
46,019
|
|
|
$
|
62,966
|
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Minimum lease payments receivable
|
$
|
471,092
|
|
|
$
|
450,258
|
|
Estimated guaranteed and unguaranteed residual values
|
80,742
|
|
|
79,455
|
|
||
Initial direct costs - net of accumulated amortization
|
10,017
|
|
|
10,950
|
|
||
Unearned income
|
(74,280
|
)
|
|
(79,777
|
)
|
||
Net investment in direct financing leases
|
$
|
487,571
|
|
|
$
|
460,886
|
|
(in thousands)
|
|
||
Year
|
Amount
|
||
2019
|
$
|
82,148
|
|
2020
|
142,684
|
|
|
2021
|
111,239
|
|
|
2022
|
67,966
|
|
|
2023
|
32,423
|
|
|
Thereafter
|
34,632
|
|
|
|
$
|
471,092
|
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
2,943
|
|
|
$
|
763
|
|
|
$
|
7,762
|
|
|
$
|
5,154
|
|
Owner occupied term, net
|
8,261
|
|
|
8,542
|
|
|
12,971
|
|
|
14,092
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
10,522
|
|
|
9,331
|
|
|
15,963
|
|
|
19,789
|
|
||||
Leases & equipment finance, net
|
17,571
|
|
|
—
|
|
|
17,571
|
|
|
—
|
|
||||
Residential
|
|
|
|
|
|
|
|
||||||||
Mortgage, net
|
—
|
|
|
—
|
|
|
109
|
|
|
—
|
|
||||
Total
|
$
|
39,297
|
|
|
$
|
18,636
|
|
|
$
|
54,376
|
|
|
$
|
39,035
|
|
(in thousands)
|
Three Months Ended June 30, 2019
|
||||||||||||||||||
|
Commercial Real Estate
|
|
Commercial
|
|
Residential
|
|
Consumer & Other
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
47,841
|
|
|
$
|
64,370
|
|
|
$
|
22,173
|
|
|
$
|
10,488
|
|
|
$
|
144,872
|
|
Charge-offs
|
(387
|
)
|
|
(14,697
|
)
|
|
(67
|
)
|
|
(1,556
|
)
|
|
(16,707
|
)
|
|||||
Recoveries
|
219
|
|
|
2,611
|
|
|
150
|
|
|
572
|
|
|
3,552
|
|
|||||
Provision
|
1,324
|
|
|
16,069
|
|
|
1,398
|
|
|
561
|
|
|
19,352
|
|
|||||
Balance, end of period
|
$
|
48,997
|
|
|
$
|
68,353
|
|
|
$
|
23,654
|
|
|
$
|
10,065
|
|
|
$
|
151,069
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(in thousands)
|
Three Months Ended June 30, 2018
|
||||||||||||||||||
|
Commercial Real Estate
|
|
Commercial
|
|
Residential
|
|
Consumer & Other
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
46,005
|
|
|
$
|
64,626
|
|
|
$
|
19,833
|
|
|
$
|
11,469
|
|
|
$
|
141,933
|
|
Charge-offs
|
(362
|
)
|
|
(12,869
|
)
|
|
(460
|
)
|
|
(1,124
|
)
|
|
(14,815
|
)
|
|||||
Recoveries
|
289
|
|
|
3,171
|
|
|
98
|
|
|
561
|
|
|
4,119
|
|
|||||
Provision
|
1,353
|
|
|
10,837
|
|
|
804
|
|
|
325
|
|
|
13,319
|
|
|||||
Balance, end of period
|
$
|
47,285
|
|
|
$
|
65,765
|
|
|
$
|
20,275
|
|
|
$
|
11,231
|
|
|
$
|
144,556
|
|
(in thousands)
|
Six Months Ended June 30, 2019
|
||||||||||||||||||
|
Commercial Real Estate
|
|
Commercial
|
|
Residential
|
|
Consumer & Other
|
|
Total
|
||||||||||
Balance, beginning of period
|
$
|
47,904
|
|
|
$
|
63,957
|
|
|
$
|
22,034
|
|
|
$
|
10,976
|
|
|
$
|
144,871
|
|
Charge-offs
|
(2,538
|
)
|
|
(27,907
|
)
|
|
(202
|
)
|
|
(3,212
|
)
|
|
(33,859
|
)
|
|||||
Recoveries
|
556
|
|
|
4,965
|
|
|
305
|
|
|
1,195
|
|
|
7,021
|
|
|||||
Provision
|
3,075
|
|
|
27,338
|
|
|
1,517
|
|
|
1,106
|
|
|
33,036
|
|
|||||
Balance, end of period
|
$
|
48,997
|
|
|
$
|
68,353
|
|
|
$
|
23,654
|
|
|
$
|
10,065
|
|
|
$
|
151,069
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(in thousands)
|
Six Months Ended June 30, 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
|
(673
|
)
|
|
(26,344
|
)
|
|
(706
|
)
|
|
(2,904
|
)
|
|
(30,627
|
)
|
|||||
Recoveries
|
506
|
|
|
5,624
|
|
|
301
|
|
|
1,169
|
|
|
7,600
|
|
|||||
Provision
|
1,687
|
|
|
23,180
|
|
|
1,320
|
|
|
788
|
|
|
26,975
|
|
|||||
Balance, end of period
|
$
|
47,285
|
|
|
$
|
65,765
|
|
|
$
|
20,275
|
|
|
$
|
11,231
|
|
|
$
|
144,556
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
June 30, 2019
|
||||||||||||||||||
|
Commercial Real Estate
|
|
Commercial
|
|
Residential
|
|
Consumer & Other
|
|
Total
|
||||||||||
Allowance for loans and leases:
|
|||||||||||||||||||
Collectively evaluated for impairment
|
$
|
47,337
|
|
|
$
|
68,156
|
|
|
$
|
23,331
|
|
|
$
|
10,057
|
|
|
$
|
148,881
|
|
Individually evaluated for impairment
|
167
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|||||
Loans acquired with deteriorated credit quality
|
1,493
|
|
|
194
|
|
|
323
|
|
|
8
|
|
|
2,018
|
|
|||||
Total
|
$
|
48,997
|
|
|
$
|
68,353
|
|
|
$
|
23,654
|
|
|
$
|
10,065
|
|
|
$
|
151,069
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
|
||||||||||
Collectively evaluated for impairment
|
$
|
10,099,981
|
|
|
$
|
4,992,265
|
|
|
$
|
5,187,194
|
|
|
$
|
533,036
|
|
|
$
|
20,812,476
|
|
Individually evaluated for impairment
|
18,707
|
|
|
8,636
|
|
|
—
|
|
|
—
|
|
|
27,343
|
|
|||||
Loans acquired with deteriorated credit quality
|
88,970
|
|
|
611
|
|
|
23,664
|
|
|
307
|
|
|
113,552
|
|
|||||
Total
|
$
|
10,207,658
|
|
|
$
|
5,001,512
|
|
|
$
|
5,210,858
|
|
|
$
|
533,343
|
|
|
$
|
20,953,371
|
|
(in thousands)
|
June 30, 2018
|
||||||||||||||||||
|
Commercial Real Estate
|
|
Commercial
|
|
Residential
|
|
Consumer & Other
|
|
Total
|
||||||||||
Allowance for loans and leases:
|
|||||||||||||||||||
Collectively evaluated for impairment
|
$
|
44,668
|
|
|
$
|
65,378
|
|
|
$
|
19,902
|
|
|
$
|
11,190
|
|
|
$
|
141,138
|
|
Individually evaluated for impairment
|
814
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
821
|
|
|||||
Loans acquired with deteriorated credit quality
|
1,803
|
|
|
380
|
|
|
373
|
|
|
41
|
|
|
2,597
|
|
|||||
Total
|
$
|
47,285
|
|
|
$
|
65,765
|
|
|
$
|
20,275
|
|
|
$
|
11,231
|
|
|
$
|
144,556
|
|
Loans and leases:
|
|
|
|
|
|
|
|
|
|||||||||||
Collectively evaluated for impairment
|
$
|
9,776,975
|
|
|
$
|
4,504,361
|
|
|
$
|
4,508,961
|
|
|
$
|
645,310
|
|
|
$
|
19,435,607
|
|
Individually evaluated for impairment
|
28,786
|
|
|
17,225
|
|
|
—
|
|
|
—
|
|
|
46,011
|
|
|||||
Loans acquired with deteriorated credit quality
|
124,554
|
|
|
3,768
|
|
|
29,143
|
|
|
411
|
|
|
157,876
|
|
|||||
Total
|
$
|
9,930,315
|
|
|
$
|
4,525,354
|
|
|
$
|
4,538,104
|
|
|
$
|
645,721
|
|
|
$
|
19,639,494
|
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Balance, beginning of period
|
$
|
4,654
|
|
|
$
|
4,129
|
|
|
$
|
4,523
|
|
|
$
|
3,963
|
|
Net charge to other expense
|
203
|
|
|
1
|
|
|
334
|
|
|
167
|
|
||||
Balance, end of period
|
$
|
4,857
|
|
|
$
|
4,130
|
|
|
$
|
4,857
|
|
|
$
|
4,130
|
|
(in thousands)
|
|
Total
|
||
Unfunded loan and lease commitments:
|
|
|
||
June 30, 2019
|
|
$
|
5,587,294
|
|
June 30, 2018
|
|
$
|
5,077,579
|
|
(in thousands)
|
June 30, 2019
|
||||||||||||||||||||||||||
|
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
|
$
|
74
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
142
|
|
|
$
|
9,170
|
|
|
$
|
3,527,772
|
|
|
$
|
3,537,084
|
|
Owner occupied term, net
|
663
|
|
|
698
|
|
|
—
|
|
|
1,361
|
|
|
7,502
|
|
|
2,387,811
|
|
|
2,396,674
|
|
|||||||
Multifamily, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,341,547
|
|
|
3,341,547
|
|
|||||||
Construction & development, net
|
1,601
|
|
|
—
|
|
|
—
|
|
|
1,601
|
|
|
—
|
|
|
731,331
|
|
|
732,932
|
|
|||||||
Residential development, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199,421
|
|
|
199,421
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
486
|
|
|
457
|
|
|
—
|
|
|
943
|
|
|
3,348
|
|
|
2,267,055
|
|
|
2,271,346
|
|
|||||||
Lines of credit & other, net
|
5,740
|
|
|
2,690
|
|
|
—
|
|
|
8,430
|
|
|
1,519
|
|
|
1,270,638
|
|
|
1,280,587
|
|
|||||||
Leases & equipment finance, net
|
6,813
|
|
|
8,835
|
|
|
2,833
|
|
|
18,481
|
|
|
13,483
|
|
|
1,417,615
|
|
|
1,449,579
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net (2)
|
25
|
|
|
7,414
|
|
|
35,684
|
|
|
43,123
|
|
|
—
|
|
|
3,952,520
|
|
|
3,995,643
|
|
|||||||
Home equity loans & lines, net
|
1,150
|
|
|
582
|
|
|
2,206
|
|
|
3,938
|
|
|
—
|
|
|
1,211,277
|
|
|
1,215,215
|
|
|||||||
Consumer & other, net
|
2,375
|
|
|
948
|
|
|
424
|
|
|
3,747
|
|
|
—
|
|
|
529,596
|
|
|
533,343
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
18,927
|
|
|
$
|
21,692
|
|
|
$
|
41,147
|
|
|
$
|
81,766
|
|
|
$
|
35,022
|
|
|
$
|
20,836,583
|
|
|
$
|
20,953,371
|
|
(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)
|
June 30, 2019
|
||||||||||||||
|
|
|
Recorded Investment
|
|
|
||||||||||
|
Unpaid Principal Balance
|
|
Without Allowance
|
|
With Allowance
|
|
Related Allowance
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
15,570
|
|
|
$
|
8,941
|
|
|
$
|
3,681
|
|
|
$
|
89
|
|
Owner occupied term, net
|
7,394
|
|
|
5,238
|
|
|
847
|
|
|
78
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
12,245
|
|
|
5,440
|
|
|
46
|
|
|
2
|
|
||||
Lines of credit & other, net
|
1,057
|
|
|
923
|
|
|
—
|
|
|
—
|
|
||||
Leases & equipment finance, net
|
2,227
|
|
|
385
|
|
|
1,842
|
|
|
1
|
|
||||
Total, net of deferred fees and costs
|
$
|
38,493
|
|
|
$
|
20,927
|
|
|
$
|
6,416
|
|
|
$
|
170
|
|
(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)
|
Three Months Ended
|
||||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
12,295
|
|
|
$
|
32
|
|
|
$
|
13,301
|
|
|
$
|
103
|
|
Owner occupied term, net
|
5,929
|
|
|
9
|
|
|
11,185
|
|
|
10
|
|
||||
Multifamily, net
|
1,313
|
|
|
—
|
|
|
3,857
|
|
|
30
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
8,872
|
|
|
53
|
|
|
17,515
|
|
|
56
|
|
||||
Lines of credit & other, net
|
1,204
|
|
|
—
|
|
|
2,609
|
|
|
—
|
|
||||
Leases & equipment finance, net
|
2,597
|
|
|
28
|
|
|
509
|
|
|
—
|
|
||||
Total, net of deferred fees and costs
|
$
|
32,210
|
|
|
$
|
122
|
|
|
$
|
48,976
|
|
|
$
|
199
|
|
(in thousands)
|
Six Months Ended
|
||||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||
|
Average Recorded Investment
|
|
Interest Income Recognized
|
|
Average Recorded Investment
|
|
Interest Income Recognized
|
||||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||||
Non-owner occupied term, net
|
$
|
12,717
|
|
|
$
|
64
|
|
|
$
|
14,172
|
|
|
$
|
205
|
|
Owner occupied term, net
|
6,304
|
|
|
18
|
|
|
11,527
|
|
|
20
|
|
||||
Multifamily, net
|
2,308
|
|
|
—
|
|
|
3,862
|
|
|
60
|
|
||||
Commercial
|
|
|
|
|
|
|
|
||||||||
Term, net
|
10,867
|
|
|
104
|
|
|
18,875
|
|
|
145
|
|
||||
Lines of credit & other, net
|
1,491
|
|
|
—
|
|
|
3,867
|
|
|
—
|
|
||||
Leases & equipment finance, net
|
1,871
|
|
|
29
|
|
|
339
|
|
|
—
|
|
||||
Total, net of deferred fees and costs
|
$
|
35,558
|
|
|
$
|
215
|
|
|
$
|
52,642
|
|
|
$
|
430
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
June 30, 2019
|
||||||||||||||||||||||||||
|
Pass/Watch
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Impaired (1)
|
|
Total
|
||||||||||||||
Commercial real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Non-owner occupied term, net
|
$
|
3,455,860
|
|
|
$
|
51,231
|
|
|
$
|
17,143
|
|
|
$
|
228
|
|
|
$
|
—
|
|
|
$
|
12,622
|
|
|
$
|
3,537,084
|
|
Owner occupied term, net
|
2,314,355
|
|
|
59,795
|
|
|
15,863
|
|
|
576
|
|
|
—
|
|
|
6,085
|
|
|
2,396,674
|
|
|||||||
Multifamily, net
|
3,331,275
|
|
|
6,838
|
|
|
3,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,341,547
|
|
|||||||
Construction & development, net
|
731,015
|
|
|
1,917
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
732,932
|
|
|||||||
Residential development, net
|
199,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
199,421
|
|
|||||||
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Term, net
|
2,222,485
|
|
|
34,191
|
|
|
7,926
|
|
|
1,090
|
|
|
168
|
|
|
5,486
|
|
|
2,271,346
|
|
|||||||
Lines of credit & other, net
|
1,202,892
|
|
|
62,605
|
|
|
13,762
|
|
|
405
|
|
|
—
|
|
|
923
|
|
|
1,280,587
|
|
|||||||
Leases & equipment finance, net
|
1,415,475
|
|
|
6,813
|
|
|
8,835
|
|
|
14,280
|
|
|
1,949
|
|
|
2,227
|
|
|
1,449,579
|
|
|||||||
Residential
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Mortgage, net (2)
|
3,950,673
|
|
|
7,840
|
|
|
36,846
|
|
|
—
|
|
|
284
|
|
|
—
|
|
|
3,995,643
|
|
|||||||
Home equity loans & lines, net
|
1,210,910
|
|
|
1,981
|
|
|
1,565
|
|
|
—
|
|
|
759
|
|
|
—
|
|
|
1,215,215
|
|
|||||||
Consumer & other, net
|
529,561
|
|
|
3,324
|
|
|
424
|
|
|
—
|
|
|
34
|
|
|
—
|
|
|
533,343
|
|
|||||||
Total, net of deferred fees and costs
|
$
|
20,563,922
|
|
|
$
|
236,535
|
|
|
$
|
105,798
|
|
|
$
|
16,579
|
|
|
$
|
3,194
|
|
|
$
|
27,343
|
|
|
$
|
20,953,371
|
|
(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)
|
June 30, 2019
|
||||||||||
|
Accrual Status
|
|
Non-Accrual Status
|
|
Total Modifications
|
||||||
Commercial real estate, net
|
$
|
4,036
|
|
|
$
|
6,666
|
|
|
$
|
10,702
|
|
Commercial, net
|
5,752
|
|
|
93
|
|
|
5,845
|
|
|||
Residential, net
|
5,479
|
|
|
—
|
|
|
5,479
|
|
|||
Total, net of deferred fees and costs
|
$
|
15,267
|
|
|
$
|
6,759
|
|
|
$
|
22,026
|
|
(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)
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Rate Modifications
|
|
Term Modifications
|
|
Interest Only Modifications
|
|
Payment Modifications
|
|
Combination Modifications
|
|
Total Modifications
|
||||||||||||
Residential, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
Total, net of deferred fees and costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Rate Modifications
|
|
Term Modifications
|
|
Interest Only Modifications
|
|
Payment Modifications
|
|
Combination Modifications
|
|
Total Modifications
|
||||||||||||
Commercial real estate, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
118
|
|
|
$
|
118
|
|
Commercial, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,842
|
|
|
1,842
|
|
||||||
Residential, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||
Total, net of deferred fees and costs
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,967
|
|
|
$
|
1,967
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(in thousands)
|
Six Months Ended June 30, 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)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Balance, beginning of period
|
$
|
158,946
|
|
|
$
|
164,760
|
|
|
$
|
169,025
|
|
|
$
|
153,151
|
|
Additions for new MSR capitalized
|
5,492
|
|
|
6,860
|
|
|
9,379
|
|
|
13,390
|
|
||||
Changes in fair value:
|
|
|
|
|
|
|
|
||||||||
Changes due to collection/realization of expected cash flows over time
|
(6,905
|
)
|
|
(5,903
|
)
|
|
(13,336
|
)
|
|
(12,101
|
)
|
||||
Changes due to valuation inputs or assumptions (1)
|
(17,753
|
)
|
|
500
|
|
|
(25,288
|
)
|
|
11,777
|
|
||||
Balance, end of period
|
$
|
139,780
|
|
|
$
|
166,217
|
|
|
$
|
139,780
|
|
|
$
|
166,217
|
|
(1)
|
The changes in valuation inputs and assumptions principally reflect changes in discount rates and prepayment speeds, which are primarily affected by changes in interest rates.
|
(dollars in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Balance of loans serviced for others
|
$
|
15,796,102
|
|
|
$
|
15,978,885
|
|
MSR as a percentage of serviced loans
|
0.88
|
%
|
|
1.06
|
%
|
(in thousands)
|
As of June 30, 2019
|
||
Commitments to extend credit
|
$
|
5,523,351
|
|
Forward sales commitments
|
$
|
553,648
|
|
Commitments to originate residential mortgage loans held for sale
|
$
|
292,216
|
|
Standby letters of credit
|
$
|
63,943
|
|
(in thousands)
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||
Derivatives not designated as hedging instrument
|
|
June 30, 2019
|
|
December 31, 2018
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||
Interest rate lock commitments
|
|
$
|
8,149
|
|
|
$
|
6,757
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate forward sales commitments
|
|
58
|
|
|
1
|
|
|
3,189
|
|
|
2,963
|
|
||||
Interest rate swaps
|
|
138,826
|
|
|
42,276
|
|
|
5,529
|
|
|
12,746
|
|
||||
Foreign currency derivatives
|
|
802
|
|
|
450
|
|
|
605
|
|
|
273
|
|
||||
Total
|
|
$
|
147,835
|
|
|
$
|
49,484
|
|
|
$
|
9,323
|
|
|
$
|
15,982
|
|
(in thousands)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Derivatives not designated as hedging instrument
|
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Interest rate lock commitments
|
|
$
|
(25
|
)
|
|
$
|
908
|
|
|
$
|
1,391
|
|
|
$
|
2,030
|
|
Interest rate forward sales commitments
|
|
(4,681
|
)
|
|
500
|
|
|
(9,408
|
)
|
|
8,744
|
|
||||
Interest rate swaps
|
|
(3,951
|
)
|
|
290
|
|
|
(6,431
|
)
|
|
1,421
|
|
||||
Foreign currency derivatives
|
|
524
|
|
|
480
|
|
|
995
|
|
|
815
|
|
||||
Total
|
|
$
|
(8,133
|
)
|
|
$
|
2,178
|
|
|
$
|
(13,453
|
)
|
|
$
|
13,010
|
|
(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
|
|||||||||||||||
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
138,826
|
|
|
$
|
—
|
|
|
$
|
138,826
|
|
|
$
|
(5,529
|
)
|
|
$
|
—
|
|
|
$
|
133,297
|
|
Foreign currency derivatives
|
|
802
|
|
|
—
|
|
|
802
|
|
|
—
|
|
|
—
|
|
|
802
|
|
||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
5,529
|
|
|
$
|
—
|
|
|
$
|
5,529
|
|
|
$
|
(5,529
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
|
605
|
|
|
—
|
|
|
605
|
|
|
—
|
|
|
—
|
|
|
605
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
42,276
|
|
|
$
|
—
|
|
|
$
|
42,276
|
|
|
$
|
(12,746
|
)
|
|
$
|
—
|
|
|
$
|
29,530
|
|
Foreign currency derivatives
|
|
450
|
|
|
—
|
|
|
450
|
|
|
—
|
|
|
—
|
|
|
450
|
|
||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$
|
12,746
|
|
|
$
|
—
|
|
|
$
|
12,746
|
|
|
$
|
(12,746
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency derivatives
|
|
273
|
|
|
—
|
|
|
273
|
|
|
—
|
|
|
—
|
|
|
273
|
|
(in thousands, except per share data)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Net income
|
$
|
111,810
|
|
|
$
|
65,999
|
|
|
$
|
185,843
|
|
|
$
|
144,971
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of common shares outstanding - basic
|
220,487
|
|
|
220,283
|
|
|
220,427
|
|
|
220,326
|
|
||||
Effect of potentially dilutive common shares (1)
|
232
|
|
|
364
|
|
|
265
|
|
|
434
|
|
||||
Weighted average number of common shares outstanding - diluted
|
220,719
|
|
|
220,647
|
|
|
220,692
|
|
|
220,760
|
|
||||
EARNINGS PER COMMON SHARE:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.51
|
|
|
$
|
0.30
|
|
|
$
|
0.84
|
|
|
$
|
0.66
|
|
Diluted
|
$
|
0.51
|
|
|
$
|
0.30
|
|
|
$
|
0.84
|
|
|
$
|
0.66
|
|
(1)
|
Represents the effect of the assumed exercise of stock options, vesting of non-participating restricted shares, and vesting of restricted stock units, based on the treasury stock method.
|
(in thousands)
|
Three Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Home Lending
|
|
Corporate & Other
|
|
Consolidated
|
||||||||||||
Net interest income
|
$
|
110,883
|
|
|
$
|
6,084
|
|
|
$
|
86,047
|
|
|
$
|
10,809
|
|
|
$
|
13,339
|
|
|
$
|
227,162
|
|
Provision for loan and lease losses
|
16,490
|
|
|
576
|
|
|
1,116
|
|
|
922
|
|
|
248
|
|
|
19,352
|
|
||||||
Non-interest income
|
14,051
|
|
|
4,702
|
|
|
15,863
|
|
|
9,514
|
|
|
77,693
|
|
|
121,823
|
|
||||||
Non-interest expense
|
55,968
|
|
|
9,971
|
|
|
66,393
|
|
|
32,954
|
|
|
15,129
|
|
|
180,415
|
|
||||||
Income (loss) before income taxes
|
52,476
|
|
|
239
|
|
|
34,401
|
|
|
(13,553
|
)
|
|
75,655
|
|
|
149,218
|
|
||||||
Provision (benefit) for income taxes
|
13,119
|
|
|
60
|
|
|
8,601
|
|
|
(3,388
|
)
|
|
19,016
|
|
|
37,408
|
|
||||||
Net income (loss)
|
$
|
39,357
|
|
|
$
|
179
|
|
|
$
|
25,800
|
|
|
$
|
(10,165
|
)
|
|
$
|
56,639
|
|
|
$
|
111,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(in thousands)
|
Six Months Ended June 30, 2019
|
||||||||||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Home Lending
|
|
Corporate & Other
|
|
Consolidated
|
||||||||||||
Net interest income
|
$
|
219,161
|
|
|
$
|
12,473
|
|
|
$
|
174,495
|
|
|
$
|
20,754
|
|
|
$
|
37,964
|
|
|
$
|
464,847
|
|
Provision for loan and lease losses
|
28,480
|
|
|
821
|
|
|
2,245
|
|
|
1,049
|
|
|
441
|
|
|
33,036
|
|
||||||
Non-interest income
|
22,892
|
|
|
9,240
|
|
|
31,181
|
|
|
20,906
|
|
|
83,344
|
|
|
167,563
|
|
||||||
Non-interest expense
|
110,753
|
|
|
18,785
|
|
|
129,884
|
|
|
61,454
|
|
|
31,131
|
|
|
352,007
|
|
||||||
Income (loss) before income taxes
|
102,820
|
|
|
2,107
|
|
|
73,547
|
|
|
(20,843
|
)
|
|
89,736
|
|
|
247,367
|
|
||||||
Provision (benefit) for income taxes
|
25,705
|
|
|
527
|
|
|
18,387
|
|
|
(5,211
|
)
|
|
22,116
|
|
|
61,524
|
|
||||||
Net income (loss)
|
$
|
77,115
|
|
|
$
|
1,580
|
|
|
$
|
55,160
|
|
|
$
|
(15,632
|
)
|
|
$
|
67,620
|
|
|
$
|
185,843
|
|
(in thousands)
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Home Lending
|
|
Corporate & Other
|
|
Consolidated
|
||||||||||||
Net interest income
|
$
|
112,249
|
|
|
$
|
5,536
|
|
|
$
|
80,998
|
|
|
$
|
10,128
|
|
|
$
|
15,989
|
|
|
$
|
224,900
|
|
Provision for loan and lease losses
|
11,276
|
|
|
182
|
|
|
594
|
|
|
208
|
|
|
1,059
|
|
|
13,319
|
|
||||||
Non-interest income
|
15,628
|
|
|
4,850
|
|
|
15,993
|
|
|
33,278
|
|
|
1,902
|
|
|
71,651
|
|
||||||
Non-interest expense
|
55,606
|
|
|
9,571
|
|
|
70,860
|
|
|
35,032
|
|
|
24,503
|
|
|
195,572
|
|
||||||
Income (loss) before income taxes
|
60,995
|
|
|
633
|
|
|
25,537
|
|
|
8,166
|
|
|
(7,671
|
)
|
|
87,660
|
|
||||||
Provision (benefit) for income taxes
|
15,249
|
|
|
158
|
|
|
6,385
|
|
|
2,041
|
|
|
(2,172
|
)
|
|
21,661
|
|
||||||
Net income (loss)
|
$
|
45,746
|
|
|
$
|
475
|
|
|
$
|
19,152
|
|
|
$
|
6,125
|
|
|
$
|
(5,499
|
)
|
|
$
|
65,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(in thousands)
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Home Lending
|
|
Corporate & Other
|
|
Consolidated
|
||||||||||||
Net interest income
|
$
|
223,984
|
|
|
$
|
11,539
|
|
|
$
|
160,850
|
|
|
$
|
18,973
|
|
|
$
|
34,535
|
|
|
$
|
449,881
|
|
Provision for loan and lease losses
|
24,644
|
|
|
349
|
|
|
955
|
|
|
700
|
|
|
327
|
|
|
26,975
|
|
||||||
Non-interest income
|
31,357
|
|
|
9,746
|
|
|
31,186
|
|
|
71,686
|
|
|
6,243
|
|
|
150,218
|
|
||||||
Non-interest expense
|
110,180
|
|
|
18,339
|
|
|
142,003
|
|
|
67,329
|
|
|
43,834
|
|
|
381,685
|
|
||||||
Income (loss) before income taxes
|
120,517
|
|
|
2,597
|
|
|
49,078
|
|
|
22,630
|
|
|
(3,383
|
)
|
|
191,439
|
|
||||||
Provision (benefit) for income taxes
|
30,129
|
|
|
649
|
|
|
12,270
|
|
|
5,657
|
|
|
(2,237
|
)
|
|
46,468
|
|
||||||
Net income (loss)
|
$
|
90,388
|
|
|
$
|
1,948
|
|
|
$
|
36,808
|
|
|
$
|
16,973
|
|
|
$
|
(1,146
|
)
|
|
$
|
144,971
|
|
(in thousands)
|
June 30, 2019
|
||||||||||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Home Lending
|
|
Corporate & Other
|
|
Consolidated
|
||||||||||||
Total assets
|
$
|
15,122,715
|
|
|
$
|
635,001
|
|
|
$
|
2,007,335
|
|
|
$
|
4,161,236
|
|
|
$
|
6,059,788
|
|
|
$
|
27,986,075
|
|
Total loans and leases
|
$
|
14,826,414
|
|
|
$
|
618,160
|
|
|
$
|
1,936,144
|
|
|
$
|
3,634,935
|
|
|
$
|
(62,282
|
)
|
|
$
|
20,953,371
|
|
Total deposits
|
$
|
3,861,993
|
|
|
$
|
1,150,198
|
|
|
$
|
13,318,602
|
|
|
$
|
310,329
|
|
|
$
|
3,177,891
|
|
|
$
|
21,819,013
|
|
(in thousands)
|
December 31, 2018
|
||||||||||||||||||||||
|
Wholesale Bank
|
|
Wealth Management
|
|
Retail Bank
|
|
Home Lending
|
|
Corporate & Other
|
|
Consolidated
|
||||||||||||
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)
|
|
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Level
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
1
|
|
$
|
1,033,791
|
|
|
$
|
1,033,791
|
|
|
$
|
622,637
|
|
|
$
|
622,637
|
|
Equity and other investment securities
|
1,2
|
|
66,358
|
|
|
66,358
|
|
|
61,841
|
|
|
61,841
|
|
||||
Investment securities available for sale
|
2
|
|
2,698,398
|
|
|
2,698,398
|
|
|
2,977,108
|
|
|
2,977,108
|
|
||||
Investment securities held to maturity
|
3
|
|
3,416
|
|
|
4,462
|
|
|
3,606
|
|
|
4,644
|
|
||||
Loans held for sale, at fair value
|
2
|
|
356,645
|
|
|
356,645
|
|
|
166,461
|
|
|
166,461
|
|
||||
Loans and leases, net
|
3
|
|
20,802,302
|
|
|
20,884,392
|
|
|
20,277,795
|
|
|
20,117,939
|
|
||||
Restricted equity securities
|
1
|
|
43,063
|
|
|
43,063
|
|
|
40,268
|
|
|
40,268
|
|
||||
Residential mortgage servicing rights
|
3
|
|
139,780
|
|
|
139,780
|
|
|
169,025
|
|
|
169,025
|
|
||||
Bank owned life insurance
|
1
|
|
316,435
|
|
|
316,435
|
|
|
313,626
|
|
|
313,626
|
|
||||
Derivatives
|
2,3
|
|
147,835
|
|
|
147,835
|
|
|
49,484
|
|
|
49,484
|
|
||||
Visa Inc. Class B common stock (1)
|
3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
99,353
|
|
||||
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||
Deposits
|
1,2
|
|
$
|
21,819,013
|
|
|
$
|
21,837,396
|
|
|
$
|
21,137,486
|
|
|
$
|
21,116,852
|
|
Securities sold under agreements to repurchase
|
2
|
|
308,052
|
|
|
308,052
|
|
|
297,151
|
|
|
297,151
|
|
||||
Term debt
|
2
|
|
821,712
|
|
|
818,289
|
|
|
751,788
|
|
|
738,107
|
|
||||
Junior subordinated debentures, at fair value
|
3
|
|
277,028
|
|
|
277,028
|
|
|
300,870
|
|
|
300,870
|
|
||||
Junior subordinated debentures, at amortized cost
|
3
|
|
88,610
|
|
|
71,224
|
|
|
88,724
|
|
|
76,569
|
|
||||
Derivatives
|
2
|
|
9,323
|
|
|
9,323
|
|
|
15,982
|
|
|
15,982
|
|
(in thousands)
|
June 30, 2019
|
||||||||||||||
Description
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
||||||||
Equity and other investment securities
|
|
|
|
|
|
|
|
||||||||
Investments in mutual funds and other securities
|
$
|
51,924
|
|
|
$
|
51,924
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities held in rabbi trusts
|
12,369
|
|
|
12,369
|
|
|
—
|
|
|
—
|
|
||||
Other investments securities (1)
|
2,065
|
|
|
—
|
|
|
2,065
|
|
|
—
|
|
||||
Investment securities available for sale
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury and agencies
|
337,101
|
|
|
—
|
|
|
337,101
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
270,952
|
|
|
—
|
|
|
270,952
|
|
|
—
|
|
||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
2,090,345
|
|
|
—
|
|
|
2,090,345
|
|
|
—
|
|
||||
Loans held for sale, at fair value
|
356,645
|
|
|
—
|
|
|
356,645
|
|
|
—
|
|
||||
Residential mortgage servicing rights, at fair value
|
139,780
|
|
|
—
|
|
|
—
|
|
|
139,780
|
|
||||
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate lock commitments
|
8,149
|
|
|
—
|
|
|
—
|
|
|
8,149
|
|
||||
Interest rate forward sales commitments
|
58
|
|
|
—
|
|
|
58
|
|
|
—
|
|
||||
Interest rate swaps
|
138,826
|
|
|
—
|
|
|
138,826
|
|
|
—
|
|
||||
Foreign currency derivative
|
802
|
|
|
—
|
|
|
802
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
3,409,016
|
|
|
$
|
64,293
|
|
|
$
|
3,196,794
|
|
|
$
|
147,929
|
|
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
||||||||
Junior subordinated debentures, at fair value
|
$
|
277,028
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
277,028
|
|
Derivatives
|
|
|
|
|
|
|
|
||||||||
Interest rate forward sales commitments
|
3,189
|
|
|
—
|
|
|
3,189
|
|
|
—
|
|
||||
Interest rate swaps
|
5,529
|
|
|
—
|
|
|
5,529
|
|
|
—
|
|
||||
Foreign currency derivative
|
605
|
|
|
—
|
|
|
605
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
286,351
|
|
|
$
|
—
|
|
|
$
|
9,323
|
|
|
$
|
277,028
|
|
(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
|
|
Financial Instrument
|
Valuation Technique
|
Unobservable Input
|
Weighted Average
|
Residential mortgage servicing rights
|
Discounted cash flow
|
|
|
|
|
Constant prepayment rate
|
15.09%
|
|
|
Discount rate
|
9.70%
|
Interest rate lock commitments
|
Internal pricing model
|
|
|
|
|
Pull-through rate
|
88.48%
|
Junior subordinated debentures
|
Discounted cash flow
|
|
|
|
|
Credit spread
|
5.02%
|
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Six Months Ended June 30,
|
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
|
||||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential mortgage servicing rights
|
$
|
169,025
|
|
|
$
|
(38,624
|
)
|
|
$
|
—
|
|
|
$
|
9,379
|
|
|
$
|
—
|
|
|
$
|
139,780
|
|
|
$
|
(25,288
|
)
|
Interest rate lock commitment, net
|
6,757
|
|
|
2,999
|
|
|
—
|
|
|
12,291
|
|
|
(13,898
|
)
|
|
8,149
|
|
|
8,149
|
|
|||||||
Junior subordinated debentures, at fair value
|
300,870
|
|
|
9,457
|
|
|
(23,804
|
)
|
|
—
|
|
|
(9,495
|
)
|
|
277,028
|
|
|
(14,347
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Residential mortgage servicing rights
|
$
|
153,151
|
|
|
$
|
(324
|
)
|
|
$
|
—
|
|
|
$
|
13,390
|
|
|
$
|
—
|
|
|
$
|
166,217
|
|
|
$
|
11,777
|
|
Interest rate lock commitment, net
|
4,752
|
|
|
(1,004
|
)
|
|
—
|
|
|
14,532
|
|
|
(11,498
|
)
|
|
6,782
|
|
|
6,782
|
|
|||||||
Junior subordinated debentures, at fair value
|
277,155
|
|
|
8,058
|
|
|
3,196
|
|
|
—
|
|
|
(7,740
|
)
|
|
280,669
|
|
|
11,254
|
|
(in thousands)
|
June 30, 2019
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Loans and leases
|
$
|
40,453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,453
|
|
Other real estate owned
|
5,178
|
|
|
—
|
|
|
—
|
|
|
5,178
|
|
||||
|
$
|
45,631
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
45,631
|
|
(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)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Loans and leases
|
$
|
15,136
|
|
|
$
|
13,682
|
|
|
$
|
30,632
|
|
|
$
|
27,721
|
|
Other real estate owned
|
2,675
|
|
|
61
|
|
|
2,734
|
|
|
66
|
|
||||
Total loss from nonrecurring measurements
|
$
|
17,811
|
|
|
$
|
13,743
|
|
|
$
|
33,366
|
|
|
$
|
27,787
|
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
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
|
$
|
356,645
|
|
|
$
|
342,770
|
|
|
$
|
13,875
|
|
|
$
|
166,461
|
|
|
$
|
160,270
|
|
|
$
|
6,191
|
|
(in thousands)
|
|
||
Leases
|
June 30, 2019
|
||
Operating lease right-of-use assets
|
$
|
112,752
|
|
Operating lease liabilities
|
$
|
121,742
|
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||
Lease Costs
|
June 30, 2019
|
|
June 30, 2019
|
||||
Operating lease costs
|
$
|
8,116
|
|
|
$
|
16,242
|
|
Short-term lease costs
|
209
|
|
|
476
|
|
||
Variable lease costs
|
(5
|
)
|
|
(3
|
)
|
||
Sublease income
|
(615
|
)
|
|
(1,402
|
)
|
||
Net lease costs
|
$
|
7,705
|
|
|
$
|
15,313
|
|
(in thousands)
|
Six Months Ended
|
||
Cash Flows
|
June 30, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
16,497
|
|
Right of use assets obtained in exchange for new operating lease liabilities
|
$
|
11,869
|
|
(in thousands)
|
|
||
Year
|
Operating Leases
|
||
Remainder of 2019
|
$
|
16,429
|
|
2020
|
28,842
|
|
|
2021
|
23,152
|
|
|
2022
|
17,969
|
|
|
2023
|
14,025
|
|
|
Thereafter
|
37,420
|
|
|
Total lease payments
|
137,837
|
|
|
Less: imputed interest
|
(16,095
|
)
|
|
Present value of lease liabilities
|
$
|
121,742
|
|
|
June 30, 2019
|
|
Weighted-average remaining lease term (years)
|
6.8
|
|
Weighted-average discount rate
|
3.64
|
%
|
(in thousands)
|
|
|
|
||||
Year
|
Leases Payments
|
|
Subleases Income
|
||||
2019
|
$
|
33,948
|
|
|
$
|
2,851
|
|
2020
|
29,535
|
|
|
2,711
|
|
||
2021
|
23,898
|
|
|
2,333
|
|
||
2022
|
18,250
|
|
|
1,718
|
|
||
2023
|
14,100
|
|
|
1,337
|
|
||
Thereafter
|
37,963
|
|
|
3,477
|
|
||
Total
|
$
|
157,694
|
|
|
$
|
14,427
|
|
•
|
our ability to successfully implement and sustain information technology product and system enhancements and operational initiatives;
|
•
|
our ability to attract new deposits and loans and leases;
|
•
|
our ability to retain deposits during store consolidations;
|
•
|
demand for financial services in our market areas;
|
•
|
competitive market pricing factors;
|
•
|
our ability to effectively develop and implement new technology;
|
•
|
deterioration in economic conditions that could result in increased loan and lease losses, especially those risks associated with concentrations in real estate related loans;
|
•
|
market interest rate volatility;
|
•
|
prolonged low interest rate environments;
|
•
|
compression of our net interest margin;
|
•
|
stability and cost of funding sources;
|
•
|
continued availability of borrowings and other funding sources such as brokered and public deposits;
|
•
|
changes in legal or regulatory requirements or the results of regulatory examinations that could increase expenses or restrict growth;
|
•
|
our ability to recruit and retain key management and staff;
|
•
|
availability of, and competition for, acquisition opportunities;
|
•
|
risks associated with merger and acquisition integration;
|
•
|
significant decline in the market value of the Company that could result in an impairment of goodwill;
|
•
|
our ability to raise capital or incur debt on reasonable terms;
|
•
|
regulatory limits on the Bank's ability to pay dividends to the Company;
|
•
|
financial services reform and the impact of legislation and implementing regulations on our business operations, including our compliance costs, interest expense, and revenue;
|
•
|
a breach or failure of our operational or security systems, or those of our third-party vendors, including as a result of cyber-attacks; and
|
•
|
competition, including from financial technology companies.
|
•
|
Net income per diluted common share was $0.51 and $0.84 for the three and six months ended June 30, 2019 compared to $0.30 and $0.66 for the three and six months ended June 30, 2018.
|
•
|
Net interest margin, on a tax equivalent basis, was 3.70% and 3.86% for the three and six months ended June 30, 2019 as compared to 3.89% and 3.96% for the three and six months ended June 30, 2018. The decrease in net interest margin for the three and six months ended June 30, 2019, compared to the same periods in the prior year, was driven by an increase in the cost of interest-bearing liabilities offset by higher average yields on the loan and lease portfolio, taxable securities, and loans held for sale.
|
•
|
Residential mortgage banking revenue was $9.5 million and $20.8 million for the three and six months ended June 30, 2019 as compared to $33.2 million and $71.6 million for the three and six months ended June 30, 2018. The decrease for the three and six month period was primarily driven by a loss on fair value of the MSR asset of $24.7 million and $38.6 million, as compared to a loss of $5.4 million and $324,000 for the same periods in 2018. For-sale mortgage origination volume decreased 17% and 22%, for the three and six months ended June 30, 2019, as compared to the same periods in the prior year; and gain on sale margin decreased to 3.32% and 3.17% for the three and six months ended June 30, 2019, compared to 3.35% and 3.34%, in the same periods of the prior year.
|
•
|
The Company sold all of its holdings of Visa Inc. Class B common stock for a one-time gain of $81.9 million, which was partially offset by a $7.2 million loss on the sale of debt securities during the period.
|
•
|
Total gross loans and leases were $21.0 billion as of June 30, 2019, an increase of $530.7 million, as compared to December 31, 2018. The increase is due to strong loan production in the commercial loan and residential real estate portfolios.
|
•
|
Total deposits were $21.8 billion as of June 30, 2019, an increase of $681.5 million, compared to December 31, 2018. This increase was due to growth in non-interest bearing demand deposits, money market, and time deposit growth.
|
•
|
Total consolidated assets were $28.0 billion as of June 30, 2019, compared to $26.9 billion at December 31, 2018. The increase was due to strong loan and deposit growth for the first half of 2019. A portion of the increase was due to the addition of the operating lease right of use assets recorded as a result of the application of the new lease standard, ASC 842.
|
•
|
Non-performing assets decreased to $79.1 million, or 0.28% of total assets, as of June 30, 2019, as compared to $98.2 million, or 0.36% of total assets, as of December 31, 2018. Non-performing loans were $70.7 million, or 0.34% of total loans, as of June 30, 2019, as compared to $87.3 million, or 0.43% of total loans, as of December 31, 2018.
|
•
|
The provision for loan and lease losses was $19.4 million and $33.0 million for the three and six months ended June 30, 2019, as compared to $13.3 million and $27.0 million for the three and six months ended June 30, 2018. The increase for the three and six months ended June 30, 2019, compared to the same periods of the prior year, was primarily attributable to strong growth in the loan and lease portfolio, along with higher net charge-offs. As an annualized percentage of average outstanding loans and leases, the provision for loan and lease losses recorded for the three and six months ended June 30, 2019 was 0.38% and 0.33%, respectively, as compared to 0.28% for the same periods in 2018.
|
•
|
The Company's total risk based capital was 13.7% and its Tier 1 common to risk weighted assets ratio was 11.0% as of June 30, 2019. As of December 31, 2018, the Company's total risk based capital ratio was 13.5% and its Tier 1 common to risk weighted assets ratio was 10.7%.
|
•
|
Cash dividends declared in the second quarter of 2019 were $0.21 per common share, an increase of 5% from the comparable period of the prior year's second quarter cash dividend of $0.20 per common share.
|
•
|
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. During the six months ended June 30, 2019, Umpqua continued store rationalization, consolidating 15 stores and selling an additional 4 stores, as part of this initiative, with plans to consolidate additional stores by the end of the year. We have utilized the savings generated from store consolidations to reinvest in technology, data and analytics, new customer-focused technologies, associate training, a re-designed corporate website, digital marketing efforts, and new online account origination capabilities. The Company rolled out "Go-To" the industry's first human digital banking platform during the quarter and is implementing predictive analytics tools to assist bankers with serving their customers.
|
(dollars in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Return on average assets
|
1.62
|
%
|
|
1.02
|
%
|
|
1.37
|
%
|
|
1.13
|
%
|
||||
Return on average common shareholders' equity
|
10.80
|
%
|
|
6.64
|
%
|
|
9.09
|
%
|
|
7.34
|
%
|
||||
Return on average tangible common shareholders' equity
|
19.14
|
%
|
|
12.18
|
%
|
|
16.21
|
%
|
|
13.50
|
%
|
||||
Calculation of average common tangible shareholders' equity:
|
|
|
|
|
|
|
|
||||||||
Average common shareholders' equity
|
$
|
4,153,175
|
|
|
$
|
3,988,825
|
|
|
$
|
4,122,346
|
|
|
$
|
3,981,948
|
|
Less: average goodwill and other intangible assets, net
|
(1,809,583
|
)
|
|
(1,815,529
|
)
|
|
(1,810,291
|
)
|
|
(1,816,294
|
)
|
||||
Average tangible common shareholders' equity
|
$
|
2,343,592
|
|
|
$
|
2,173,296
|
|
|
$
|
2,312,055
|
|
|
$
|
2,165,654
|
|
(dollars in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Total shareholders' equity
|
$
|
4,228,507
|
|
|
$
|
4,056,442
|
|
Subtract:
|
|
|
|
||||
Goodwill
|
1,787,651
|
|
|
1,787,651
|
|
||
Other intangible assets, net
|
21,155
|
|
|
23,964
|
|
||
Tangible common shareholders' equity
|
$
|
2,419,701
|
|
|
$
|
2,244,827
|
|
Total assets
|
$
|
27,986,075
|
|
|
$
|
26,939,781
|
|
Subtract:
|
|
|
|
||||
Goodwill
|
1,787,651
|
|
|
1,787,651
|
|
||
Other intangible assets, net
|
21,155
|
|
|
23,964
|
|
||
Tangible assets
|
$
|
26,177,269
|
|
|
$
|
25,128,166
|
|
Tangible common equity ratio
|
9.24
|
%
|
|
8.93
|
%
|
(dollars in thousands)
|
Three Months Ended
|
||||||||||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
||||||||||||||||||
|
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
|
$
|
264,445
|
|
|
$
|
3,326
|
|
|
5.03
|
%
|
|
$
|
326,427
|
|
|
$
|
3,967
|
|
|
4.86
|
%
|
Loans and leases (1)
|
20,605,963
|
|
|
260,784
|
|
|
5.07
|
%
|
|
19,387,537
|
|
|
238,156
|
|
|
4.91
|
%
|
||||
Taxable securities
|
2,683,472
|
|
|
10,861
|
|
|
1.62
|
%
|
|
2,723,406
|
|
|
8,932
|
|
|
1.31
|
%
|
||||
Non-taxable securities (2)
|
271,633
|
|
|
2,325
|
|
|
3.42
|
%
|
|
279,158
|
|
|
2,539
|
|
|
3.64
|
%
|
||||
Temporary investments and interest-bearing cash
|
783,703
|
|
|
4,708
|
|
|
2.41
|
%
|
|
458,133
|
|
|
2,080
|
|
|
1.82
|
%
|
||||
Total interest-earning assets
|
24,609,216
|
|
|
$
|
282,004
|
|
|
4.59
|
%
|
|
23,174,661
|
|
|
$
|
255,674
|
|
|
4.41
|
%
|
||
Other assets
|
3,100,094
|
|
|
|
|
|
|
2,901,481
|
|
|
|
|
|
||||||||
Total assets
|
$
|
27,709,310
|
|
|
|
|
|
|
$
|
26,076,142
|
|
|
|
|
|
||||||
INTEREST-BEARING LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-bearing demand deposits
|
$
|
2,332,535
|
|
|
$
|
2,798
|
|
|
0.48
|
%
|
|
$
|
2,322,359
|
|
|
$
|
1,565
|
|
|
0.27
|
%
|
Money market deposits
|
6,747,290
|
|
|
15,351
|
|
|
0.91
|
%
|
|
6,332,372
|
|
|
5,896
|
|
|
0.37
|
%
|
||||
Savings deposits
|
1,454,908
|
|
|
410
|
|
|
0.11
|
%
|
|
1,456,625
|
|
|
252
|
|
|
0.07
|
%
|
||||
Time deposits
|
4,534,465
|
|
|
25,032
|
|
|
2.21
|
%
|
|
3,633,733
|
|
|
13,546
|
|
|
1.50
|
%
|
||||
Total interest-bearing deposits
|
15,069,198
|
|
|
43,591
|
|
|
1.16
|
%
|
|
13,745,089
|
|
|
21,259
|
|
|
0.62
|
%
|
||||
Repurchase agreements and federal funds purchased
|
292,057
|
|
|
403
|
|
|
0.55
|
%
|
|
285,338
|
|
|
155
|
|
|
0.22
|
%
|
||||
Term debt
|
903,164
|
|
|
4,563
|
|
|
2.03
|
%
|
|
801,768
|
|
|
3,478
|
|
|
1.74
|
%
|
||||
Junior subordinated debentures
|
382,530
|
|
|
5,881
|
|
|
6.17
|
%
|
|
367,705
|
|
|
5,400
|
|
|
5.89
|
%
|
||||
Total interest-bearing liabilities
|
16,646,949
|
|
|
$
|
54,438
|
|
|
1.31
|
%
|
|
15,199,900
|
|
|
$
|
30,292
|
|
|
0.80
|
%
|
||
Non-interest-bearing deposits
|
6,556,090
|
|
|
|
|
|
|
6,645,689
|
|
|
|
|
|
||||||||
Other liabilities
|
353,096
|
|
|
|
|
|
|
241,728
|
|
|
|
|
|
||||||||
Total liabilities
|
23,556,135
|
|
|
|
|
|
|
22,087,317
|
|
|
|
|
|
||||||||
Common equity
|
4,153,175
|
|
|
|
|
|
|
3,988,825
|
|
|
|
|
|
||||||||
Total liabilities and shareholders' equity
|
$
|
27,709,310
|
|
|
|
|
|
|
$
|
26,076,142
|
|
|
|
|
|
||||||
NET INTEREST INCOME
|
|
|
$
|
227,566
|
|
|
|
|
|
|
$
|
225,382
|
|
|
|
||||||
NET INTEREST SPREAD
|
|
|
|
|
3.28
|
%
|
|
|
|
|
|
3.61
|
%
|
||||||||
NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)
|
|
|
|
|
3.70
|
%
|
|
|
|
|
|
3.89
|
%
|
(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. The amount of such adjustment was an addition to recorded income of approximately $404,000 for the three months ended June 30, 2019, as compared to $482,000 for the same period in 2018.
|
(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. The amount of such adjustment was an addition to recorded income of approximately $870,000 for the six months ended June 30, 2019, as compared to $1.0 million for the same period in 2018.
|
(in thousands)
|
Three Months Ended June 30,
|
||||||||||
|
2019 compared to 2018
|
||||||||||
|
Increase (decrease) in interest income and expense due to changes in
|
||||||||||
|
Volume
|
|
Rate
|
|
Total
|
||||||
INTEREST-EARNING ASSETS:
|
|
|
|
|
|
||||||
Loans held for sale
|
$
|
(775
|
)
|
|
$
|
134
|
|
|
$
|
(641
|
)
|
Loans and leases
|
14,933
|
|
|
7,695
|
|
|
22,628
|
|
|||
Taxable securities
|
(132
|
)
|
|
2,061
|
|
|
1,929
|
|
|||
Non-taxable securities (1)
|
(67
|
)
|
|
(147
|
)
|
|
(214
|
)
|
|||
Temporary investments and interest bearing cash
|
1,807
|
|
|
821
|
|
|
2,628
|
|
|||
Total (1)
|
15,766
|
|
|
10,564
|
|
|
26,330
|
|
|||
INTEREST-BEARING LIABILITIES:
|
|
|
|
|
|
||||||
Interest bearing demand deposits
|
7
|
|
|
1,226
|
|
|
1,233
|
|
|||
Money market deposits
|
410
|
|
|
9,045
|
|
|
9,455
|
|
|||
Savings deposits
|
—
|
|
|
158
|
|
|
158
|
|
|||
Time deposits
|
3,907
|
|
|
7,579
|
|
|
11,486
|
|
|||
Repurchase agreements
|
(33
|
)
|
|
281
|
|
|
248
|
|
|||
Term debt
|
471
|
|
|
614
|
|
|
1,085
|
|
|||
Junior subordinated debentures
|
223
|
|
|
258
|
|
|
481
|
|
|||
Total
|
4,985
|
|
|
19,161
|
|
|
24,146
|
|
|||
Net increase in net interest income (1)
|
$
|
10,781
|
|
|
$
|
(8,597
|
)
|
|
$
|
2,184
|
|
(1)
|
Tax exempt income has been adjusted to a tax equivalent basis at a 21% tax rate.
|
(in thousands)
|
Six Months Ended June 30,
|
||||||||||
|
2019 compared to 2018
|
||||||||||
|
Increase (decrease) in interest income and expense due to changes in
|
||||||||||
|
Volume
|
|
Rate
|
|
Total
|
||||||
INTEREST-EARNING ASSETS:
|
|
|
|
|
|
||||||
Loans held for sale
|
$
|
(1,771
|
)
|
|
$
|
1,105
|
|
|
$
|
(666
|
)
|
Loans and leases
|
31,813
|
|
|
20,099
|
|
|
51,912
|
|
|||
Taxable securities
|
(344
|
)
|
|
6,579
|
|
|
6,235
|
|
|||
Non-taxable securities (1)
|
(62
|
)
|
|
(212
|
)
|
|
(274
|
)
|
|||
Temporary investments and interest bearing cash
|
869
|
|
|
1,520
|
|
|
2,389
|
|
|||
Total (1)
|
30,505
|
|
|
29,091
|
|
|
59,596
|
|
|||
INTEREST-BEARING LIABILITIES:
|
|
|
|
|
|
||||||
Interest bearing demand deposits
|
4
|
|
|
2,659
|
|
|
2,663
|
|
|||
Money market
|
(85
|
)
|
|
14,844
|
|
|
14,759
|
|
|||
Savings
|
3
|
|
|
263
|
|
|
266
|
|
|||
Time deposits
|
9,125
|
|
|
14,003
|
|
|
23,128
|
|
|||
Repurchase agreements
|
372
|
|
|
623
|
|
|
995
|
|
|||
Term debt
|
415
|
|
|
992
|
|
|
1,407
|
|
|||
Junior subordinated debentures
|
438
|
|
|
1,098
|
|
|
1,536
|
|
|||
Total
|
10,272
|
|
|
34,482
|
|
|
44,754
|
|
|||
Net increase in net interest income (1)
|
$
|
20,233
|
|
|
$
|
(5,391
|
)
|
|
$
|
14,842
|
|
(1)
|
Tax exempt income has been adjusted to a tax equivalent basis at a 21% tax rate.
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Change Amount
|
|
Change Percent
|
|
2019
|
|
2018
|
|
Change Amount
|
|
Change Percent
|
||||||||||||||
Service charges on deposits
|
$
|
15,953
|
|
|
$
|
15,520
|
|
|
$
|
433
|
|
|
3
|
%
|
|
$
|
31,231
|
|
|
$
|
30,515
|
|
|
$
|
716
|
|
|
2
|
%
|
Brokerage revenue
|
3,980
|
|
|
4,161
|
|
|
(181
|
)
|
|
(4
|
)%
|
|
7,790
|
|
|
8,355
|
|
|
(565
|
)
|
|
(7
|
)%
|
||||||
Residential mortgage banking revenue, net
|
9,529
|
|
|
33,163
|
|
|
(23,634
|
)
|
|
(71
|
)%
|
|
20,760
|
|
|
71,601
|
|
|
(50,841
|
)
|
|
(71
|
)%
|
||||||
(Loss) gain on sale of debt securities, net
|
(7,186
|
)
|
|
14
|
|
|
(7,200
|
)
|
|
nm
|
|
|
(7,186
|
)
|
|
14
|
|
|
(7,200
|
)
|
|
nm
|
|
||||||
Gain (loss) on equity securities, net
|
82,607
|
|
|
(1,432
|
)
|
|
84,039
|
|
|
nm
|
|
|
83,302
|
|
|
(1,432
|
)
|
|
84,734
|
|
|
nm
|
|
||||||
Gain on loan sales, net
|
3,333
|
|
|
1,348
|
|
|
1,985
|
|
|
147
|
%
|
|
4,102
|
|
|
2,578
|
|
|
1,524
|
|
|
59
|
%
|
||||||
BOLI income
|
2,093
|
|
|
2,060
|
|
|
33
|
|
|
2
|
%
|
|
4,261
|
|
|
4,130
|
|
|
131
|
|
|
3
|
%
|
||||||
Other income
|
11,514
|
|
|
16,817
|
|
|
(5,303
|
)
|
|
(32
|
)%
|
|
23,303
|
|
|
34,457
|
|
|
(11,154
|
)
|
|
(32
|
)%
|
||||||
Total
|
$
|
121,823
|
|
|
$
|
71,651
|
|
|
$
|
50,172
|
|
|
70
|
%
|
|
$
|
167,563
|
|
|
$
|
150,218
|
|
|
$
|
17,345
|
|
|
12
|
%
|
nm = Not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Origination and sale
|
$
|
23,151
|
|
|
$
|
28,159
|
|
|
$
|
37,524
|
|
|
$
|
50,996
|
|
Servicing
|
11,036
|
|
|
10,407
|
|
|
21,860
|
|
|
20,929
|
|
||||
Change in fair value of MSR asset:
|
|
|
|
|
|
|
|
||||||||
Changes due to collection/realization of expected cash flows over time
|
(6,905
|
)
|
|
(5,903
|
)
|
|
(13,336
|
)
|
|
(12,101
|
)
|
||||
Changes in valuation inputs or assumptions (1)
|
(17,753
|
)
|
|
500
|
|
|
(25,288
|
)
|
|
11,777
|
|
||||
Balance, end of period
|
$
|
9,529
|
|
|
$
|
33,163
|
|
|
$
|
20,760
|
|
|
$
|
71,601
|
|
(1)
|
The changes in valuation inputs and assumptions principally reflect changes in discount rates and prepayment speeds, which are primarily affected by changes in interest rates.
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||||||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
Change Amount
|
|
Change Percent
|
|
2019
|
|
2018
|
|
Change Amount
|
|
Change Percent
|
||||||||||||||
Salaries and employee benefits
|
$
|
104,049
|
|
|
$
|
113,340
|
|
|
$
|
(9,291
|
)
|
|
(8
|
)%
|
|
$
|
204,707
|
|
|
$
|
219,891
|
|
|
$
|
(15,184
|
)
|
|
(7
|
)%
|
Occupancy and equipment, net
|
36,032
|
|
|
37,584
|
|
|
(1,552
|
)
|
|
(4
|
)%
|
|
72,277
|
|
|
76,245
|
|
|
(3,968
|
)
|
|
(5
|
)%
|
||||||
Communications
|
3,906
|
|
|
4,447
|
|
|
(541
|
)
|
|
(12
|
)%
|
|
8,126
|
|
|
8,880
|
|
|
(754
|
)
|
|
(8
|
)%
|
||||||
Marketing
|
4,312
|
|
|
3,088
|
|
|
1,224
|
|
|
40
|
%
|
|
7,038
|
|
|
4,888
|
|
|
2,150
|
|
|
44
|
%
|
||||||
Services
|
13,227
|
|
|
16,627
|
|
|
(3,400
|
)
|
|
(20
|
)%
|
|
25,437
|
|
|
31,688
|
|
|
(6,251
|
)
|
|
(20
|
)%
|
||||||
FDIC assessments
|
2,837
|
|
|
4,692
|
|
|
(1,855
|
)
|
|
(40
|
)%
|
|
5,779
|
|
|
9,172
|
|
|
(3,393
|
)
|
|
(37
|
)%
|
||||||
Loss (gain) on other real estate owned, net
|
2,678
|
|
|
(92
|
)
|
|
2,770
|
|
|
nm
|
|
|
2,627
|
|
|
(130
|
)
|
|
2,757
|
|
|
nm
|
|
||||||
Intangible amortization
|
1,405
|
|
|
1,542
|
|
|
(137
|
)
|
|
(9
|
)%
|
|
2,809
|
|
|
3,083
|
|
|
(274
|
)
|
|
(9
|
)%
|
||||||
Other expenses
|
11,969
|
|
|
14,344
|
|
|
(2,375
|
)
|
|
(17
|
)%
|
|
23,207
|
|
|
27,968
|
|
|
(4,761
|
)
|
|
(17
|
)%
|
||||||
Total
|
$
|
180,415
|
|
|
$
|
195,572
|
|
|
$
|
(15,157
|
)
|
|
(8
|
)%
|
|
$
|
352,007
|
|
|
$
|
381,685
|
|
|
$
|
(29,678
|
)
|
|
(8
|
)%
|
nm = Not meaningful
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars in thousands)
|
Investment Securities Available for Sale
|
||||||||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Fair Value
|
|
%
|
|
Fair Value
|
|
%
|
||||||
U.S. Treasury and agencies
|
$
|
337,101
|
|
|
13
|
%
|
|
$
|
39,656
|
|
|
1
|
%
|
Obligations of states and political subdivisions
|
270,952
|
|
|
10
|
%
|
|
309,171
|
|
|
10
|
%
|
||
Residential mortgage-backed securities and collateralized mortgage obligations
|
2,090,345
|
|
|
77
|
%
|
|
2,628,281
|
|
|
89
|
%
|
||
Total
|
$
|
2,698,398
|
|
|
100
|
%
|
|
$
|
2,977,108
|
|
|
100
|
%
|
(dollars in thousands)
|
Investment Securities Held to Maturity
|
||||||||||||
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Amortized
Cost
|
|
%
|
|
Amortized
Cost
|
|
%
|
||||||
Residential mortgage-backed securities and collateralized mortgage obligations
|
$
|
3,416
|
|
|
100
|
%
|
|
$
|
3,606
|
|
|
100
|
%
|
Total
|
$
|
3,416
|
|
|
100
|
%
|
|
$
|
3,606
|
|
|
100
|
%
|
(dollars in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Commercial real estate
|
|
|
|
|
|
|
|
||||||
Non-owner occupied term, net
|
$
|
3,537,084
|
|
|
16.9
|
%
|
|
$
|
3,573,065
|
|
|
17.5
|
%
|
Owner occupied term, net
|
2,396,674
|
|
|
11.4
|
%
|
|
2,480,371
|
|
|
12.1
|
%
|
||
Multifamily, net
|
3,341,547
|
|
|
15.9
|
%
|
|
3,304,763
|
|
|
16.2
|
%
|
||
Construction & development, net
|
732,932
|
|
|
3.5
|
%
|
|
736,254
|
|
|
3.6
|
%
|
||
Residential development, net
|
199,421
|
|
|
1.0
|
%
|
|
196,890
|
|
|
1.0
|
%
|
||
Commercial
|
|
|
|
|
|
|
|
||||||
Term, net
|
2,271,346
|
|
|
10.9
|
%
|
|
2,232,923
|
|
|
10.9
|
%
|
||
Lines of credit & other, net
|
1,280,587
|
|
|
6.1
|
%
|
|
1,169,525
|
|
|
5.7
|
%
|
||
Leases & equipment finance, net
|
1,449,579
|
|
|
6.9
|
%
|
|
1,330,155
|
|
|
6.5
|
%
|
||
Residential
|
|
|
|
|
|
|
|
||||||
Mortgage, net
|
3,995,643
|
|
|
19.1
|
%
|
|
3,635,073
|
|
|
17.8
|
%
|
||
Home equity loans & lines, net
|
1,215,215
|
|
|
5.8
|
%
|
|
1,176,477
|
|
|
5.8
|
%
|
||
Consumer & other, net
|
533,343
|
|
|
2.5
|
%
|
|
587,170
|
|
|
2.9
|
%
|
||
Total, net of deferred fees and costs
|
$
|
20,953,371
|
|
|
100.0
|
%
|
|
$
|
20,422,666
|
|
|
100.0
|
%
|
(dollars in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Loans and leases on non-accrual status
|
$
|
35,022
|
|
|
$
|
50,823
|
|
Loans and leases past due 90 days or more and accruing (1)
|
35,700
|
|
|
36,444
|
|
||
Total non-performing loans and leases
|
70,722
|
|
|
87,267
|
|
||
Other real estate owned
|
8,423
|
|
|
10,958
|
|
||
Total non-performing assets
|
$
|
79,145
|
|
|
$
|
98,225
|
|
Restructured loans (2)
|
$
|
15,267
|
|
|
$
|
13,924
|
|
Allowance for loan and lease losses
|
$
|
151,069
|
|
|
$
|
144,871
|
|
Reserve for unfunded commitments
|
4,857
|
|
|
4,523
|
|
||
Allowance for credit losses
|
$
|
155,926
|
|
|
$
|
149,394
|
|
Asset quality ratios:
|
|
|
|
||||
Non-performing assets to total assets
|
0.28
|
%
|
|
0.36
|
%
|
||
Non-performing loans and leases to total loans and leases
|
0.34
|
%
|
|
0.43
|
%
|
||
Allowance for loan and leases losses to total loans and leases
|
0.72
|
%
|
|
0.71
|
%
|
||
Allowance for credit losses to total loans and leases
|
0.74
|
%
|
|
0.73
|
%
|
||
Allowance for credit losses to total non-performing loans and leases
|
220
|
%
|
|
171
|
%
|
(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 $5.4 million and $8.9 million at June 30, 2019 and December 31, 2018, respectively.
|
(2)
|
Represents accruing restructured loans performing according to their restructured terms.
|
(dollars in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Balance, beginning of period
|
$
|
144,872
|
|
|
$
|
141,933
|
|
|
$
|
144,871
|
|
|
$
|
140,608
|
|
Loans charged-off:
|
|
|
|
|
|
|
|
||||||||
Charge-offs
|
(16,707
|
)
|
|
(14,815
|
)
|
|
(33,859
|
)
|
|
(30,627
|
)
|
||||
Recoveries
|
3,552
|
|
|
4,119
|
|
|
7,021
|
|
|
7,600
|
|
||||
Net charge-offs
|
(13,155
|
)
|
|
(10,696
|
)
|
|
(26,838
|
)
|
|
(23,027
|
)
|
||||
Provision for loan and lease losses
|
19,352
|
|
|
13,319
|
|
|
33,036
|
|
|
26,975
|
|
||||
Balance, end of period
|
$
|
151,069
|
|
|
$
|
144,556
|
|
|
$
|
151,069
|
|
|
$
|
144,556
|
|
As a percentage of average loans and leases (annualized):
|
|
|
|
|
|
|
|
||||||||
Net charge-offs
|
0.26
|
%
|
|
0.22
|
%
|
|
0.26
|
%
|
|
0.24
|
%
|
||||
Provision for loan and lease losses
|
0.38
|
%
|
|
0.28
|
%
|
|
0.33
|
%
|
|
0.28
|
%
|
||||
Recoveries as a percentage of charge-offs
|
21.26
|
%
|
|
27.80
|
%
|
|
20.74
|
%
|
|
24.81
|
%
|
(dollars in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Amount
|
|
% Loans to total loans
|
|
Amount
|
|
% Loans to total loans
|
||||||
Commercial real estate
|
$
|
48,997
|
|
|
48.7
|
%
|
|
$
|
47,904
|
|
|
50.4
|
%
|
Commercial
|
68,353
|
|
|
23.9
|
%
|
|
63,957
|
|
|
23.1
|
%
|
||
Residential
|
23,654
|
|
|
24.9
|
%
|
|
22,034
|
|
|
23.6
|
%
|
||
Consumer & other
|
10,065
|
|
|
2.5
|
%
|
|
10,976
|
|
|
2.9
|
%
|
||
Allowance for loan and lease losses
|
$
|
151,069
|
|
|
|
|
$
|
144,871
|
|
|
|
(in thousands)
|
Three months ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Balance, beginning of period
|
$
|
4,654
|
|
|
$
|
4,129
|
|
|
$
|
4,523
|
|
|
$
|
3,963
|
|
Net charge to other expense
|
203
|
|
|
1
|
|
|
334
|
|
|
167
|
|
||||
Balance, end of period
|
$
|
4,857
|
|
|
$
|
4,130
|
|
|
$
|
4,857
|
|
|
$
|
4,130
|
|
(in thousands)
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Balance, beginning of period
|
$
|
158,946
|
|
|
$
|
164,760
|
|
|
$
|
169,025
|
|
|
$
|
153,151
|
|
Additions for new MSR capitalized
|
5,492
|
|
|
6,860
|
|
|
9,379
|
|
|
13,390
|
|
||||
Changes in fair value:
|
|
|
|
|
|
|
|
||||||||
Changes due to collection/realization of expected cash flows over time
|
(6,905
|
)
|
|
(5,903
|
)
|
|
(13,336
|
)
|
|
(12,101
|
)
|
||||
Changes due to valuation inputs or assumptions (1)
|
(17,753
|
)
|
|
500
|
|
|
(25,288
|
)
|
|
11,777
|
|
||||
Balance, end of period
|
$
|
139,780
|
|
|
$
|
166,217
|
|
|
$
|
139,780
|
|
|
$
|
166,217
|
|
(1)
|
The changes in valuation inputs and assumptions principally reflect changes in discount rates and prepayment speeds, which are primarily affected by changes in interest rates.
|
(dollars in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Balance of loans serviced for others
|
$
|
15,796,102
|
|
|
$
|
15,978,885
|
|
MSR as a percentage of serviced loans
|
0.88
|
%
|
|
1.06
|
%
|
(dollars in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||||||||
|
Amount
|
|
Percentage
|
|
Amount
|
|
Percentage
|
||||||
Non-interest bearing demand
|
$
|
6,771,087
|
|
|
31
|
%
|
|
$
|
6,667,467
|
|
|
32
|
%
|
Interest bearing demand
|
2,355,473
|
|
|
11
|
%
|
|
2,340,471
|
|
|
11
|
%
|
||
Money market
|
6,789,036
|
|
|
31
|
%
|
|
6,645,390
|
|
|
31
|
%
|
||
Savings
|
1,446,332
|
|
|
7
|
%
|
|
1,492,685
|
|
|
7
|
%
|
||
Time, $100,000 or greater
|
3,289,216
|
|
|
15
|
%
|
|
2,947,084
|
|
|
14
|
%
|
||
Time, less than $100,000
|
1,167,869
|
|
|
5
|
%
|
|
1,044,389
|
|
|
5
|
%
|
||
Total
|
$
|
21,819,013
|
|
|
100
|
%
|
|
$
|
21,137,486
|
|
|
100
|
%
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30, 2019
|
|
June 30, 2018
|
|
June 30, 2019
|
|
June 30, 2018
|
||||||||
Dividend declared per common share
|
$
|
0.21
|
|
|
$
|
0.20
|
|
|
$
|
0.42
|
|
|
$
|
0.40
|
|
Dividend payout ratio
|
41
|
%
|
|
67
|
%
|
|
50
|
%
|
|
61
|
%
|
(dollars in thousands)
|
Actual
|
|
For Capital Adequacy purposes
|
|
To be Well Capitalized
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
3,019,856
|
|
|
13.72
|
%
|
|
$
|
1,760,936
|
|
|
8.00
|
%
|
|
$
|
2,201,169
|
|
|
10.00
|
%
|
Umpqua Bank
|
$
|
2,859,453
|
|
|
13.01
|
%
|
|
$
|
1,758,676
|
|
|
8.00
|
%
|
|
$
|
2,198,346
|
|
|
10.00
|
%
|
Tier I Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,412,930
|
|
|
10.96
|
%
|
|
$
|
1,320,702
|
|
|
6.00
|
%
|
|
$
|
1,760,936
|
|
|
8.00
|
%
|
Umpqua Bank
|
$
|
2,703,566
|
|
|
12.30
|
%
|
|
$
|
1,319,007
|
|
|
6.00
|
%
|
|
$
|
1,758,676
|
|
|
8.00
|
%
|
Tier I Common
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Risk Weighted Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,412,930
|
|
|
10.96
|
%
|
|
$
|
990,526
|
|
|
4.50
|
%
|
|
$
|
1,430,760
|
|
|
6.50
|
%
|
Umpqua Bank
|
$
|
2,703,566
|
|
|
12.30
|
%
|
|
$
|
989,255
|
|
|
4.50
|
%
|
|
$
|
1,428,925
|
|
|
6.50
|
%
|
Tier I Capital
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
(to Average Assets)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Consolidated
|
$
|
2,412,930
|
|
|
9.31
|
%
|
|
$
|
1,036,514
|
|
|
4.00
|
%
|
|
$
|
1,295,642
|
|
|
5.00
|
%
|
Umpqua Bank
|
$
|
2,703,566
|
|
|
10.44
|
%
|
|
$
|
1,035,739
|
|
|
4.00
|
%
|
|
$
|
1,294,674
|
|
|
5.00
|
%
|
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 I 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 I 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 I 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
|
%
|
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
|
|||||
4/1/19 - 4/30/19
|
|
1,797
|
|
|
$
|
17.33
|
|
|
—
|
|
|
10,155,429
|
|
5/1/19 - 5/31/19
|
|
1,849
|
|
|
$
|
16.65
|
|
|
—
|
|
|
10,155,429
|
|
6/1/19 - 6/30/19
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
10,155,429
|
|
Total for quarter
|
|
3,646
|
|
|
$
|
16.98
|
|
|
—
|
|
|
|
(1)
|
Common shares repurchased by the Company during the quarter consist of cancellation of 3,646 shares to be issued upon vesting of restricted stock awards to pay withholding taxes. During the three months ended June 30, 2019, no shares were repurchased pursuant to the Company's publicly announced corporate stock repurchase plan described in (2) below.
|
(2)
|
The Company's share repurchase plan, which was first approved by its Board of Directors and announced in August 2003, was amended on September 29, 2011 to increase the number of common shares available for repurchase under the plan to 15 million shares. The repurchase program has been extended multiple times by the board with the current expiration date of July 31, 2021. As of June 30, 2019, a total of 10.2 million shares remained available for repurchase. The timing and amount of future repurchases will depend upon the market price for our common stock, laws and regulations restricting repurchases, asset growth, earnings, and our capital plan.
|
Exhibit #
|
Description
|
|
|
3.1
|
|
|
|
3.2
|
|
|
|
4.1
|
|
|
|
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*
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
31.3
|
|
|
|
32
|
|
|
|
101.INS
|
Inline XBRL Instance Document - – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
104
|
The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Inline XBRL (included in Exhibit 101)
|
|
|
*
|
Indicates compensatory plan or arrangement
|
(a)
|
Incorporated by reference to Exhibit 3.1 to Form 8-K filed April 23, 2018
|
(b)
|
Incorporated by reference to Exhibit 3.2 to Form 8-K filed April 21, 2017
|
(c)
|
Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-8 (No. 333-77259) filed April 28, 1999
|
|
|
UMPQUA HOLDINGS CORPORATION
|
|
|
(Registrant)
|
|
|
|
Dated
|
August 6, 2019
|
/s/ Cort L. O'Haver
|
|
|
Cort L. O'Haver
President and Chief Executive Officer
|
|
|
|
Dated
|
August 6, 2019
|
/s/ Ronald L. Farnsworth
|
|
|
Ronald L. Farnsworth
Executive Vice President/ Chief Financial Officer and
Principal Financial Officer
|
|
|
|
Dated
|
August 6, 2019
|
/s/ Neal T. McLaughlin
|
|
|
Neal T. McLaughlin
Executive Vice President/Treasurer and
Principal Accounting Officer
|
By:
|
|
Name:
|
|
Title:
|
|
|
|
OFFICER
|
|
|
|
|
|
Name:
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Umpqua Holdings Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's Board of Directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Cort L. O'Haver
|
|
Cort L. O'Haver
|
|
President and Chief Executive Officer
|
|
Umpqua Holdings Corporation
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Umpqua Holdings Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's Board of Directors (or persons performing the equivalent function):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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/s/ Ronald L. Farnsworth
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Ronald L. Farnsworth
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Executive Vice President/Chief Financial Officer and
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Principal Financial Officer
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Umpqua Holdings Corporation
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1.
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I have reviewed this quarterly report on Form 10-Q of Umpqua Holdings Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's Board of Directors (or persons performing the equivalent function):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ Neal T. McLaughlin
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|
Neal T. McLaughlin
|
|
Executive Vice President/Treasurer and
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|
Principal Accounting Officer
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|
Umpqua Holdings Corporation
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
|
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/s/ Cort L. O'Haver
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Cort L. O'Haver
|
|
President and Chief Executive Officer
|
|
Umpqua Holdings Corporation
|
|
|
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/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
|
|
|
|
August 6, 2019
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