EX-99.2 3 d415859dex992.htm SLIDE PRESENTATION MATERIALS TO BE MADE AVAILABLE IN CONNECTION Slide Presentation Materials to be Made Available in Connection
Creating the Premier Pacific Northwest
Community Banking Franchise
Investor Presentation
September 26, 2012
Exhibit 99.2


2
Cautionary Note:  Forward Looking Statements
This presentation includes forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Such statements relate to future events and expectations and involve known and unknown
risks and uncertainties. Actual results may differ materially from those currently expected or projected in these
forward-looking statements. These forward-looking statements are based on current expectations and
assumptions, and we assume no obligation to update these forward-looking statements. Investors are cautioned
not to place undue reliance on these forward-looking statements. For risks relating to these forward-looking
statements
and
factors
that
could
cause
actual
results
to
differ
materially
from
those
anticipated,
please
review
Columbia’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (including the “Risk
Factors”,
“Business”
and
“Management’s
Discussion
and
Analysis”
sections
therein)
and
other
filings
with
the
Securities and Exchange Commission.
Such forward-looking statements include, but are not limited to, statements about the benefits of the business
combination transaction involving Columbia and West Coast, including future financial and operating results, the
combined company’s plans, objectives, expectations and intentions and other statements that are not historical
facts. The following factors, among others, could cause actual results to differ from those set forth in the
forward-looking
statements:
(i)
the
possibility
that
the
merger
does
not
close
when
expected
or
at
all
because
required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied
on a timely basis or at all; (ii) changes in Columbia’s stock price before closing, including as a result of the
financial performance of West Coast prior to closing, or more generally due to broader stock market
movements, and the performance of financial companies and peer group companies, (iii) the risk that the
benefits from the transaction may not be fully realized or may take longer to realize than expected, including as
a result of changes in general economic and market conditions, interest and exchange rates, monetary policy,
laws and regulations and their enforcement, and the degree of competition in the geographic and business
areas in which Columbia and West Coast operates; (iv) the ability to promptly and effectively integrate the
businesses
of
Columbia
and
West
Coast;
(v)
the
reaction
to
the
transaction
of
the
companies’
customers,
employees and counterparties; and (vi) diversion of management time on merger-related issues.
Annualized, pro forma, projected and estimated numbers and percentages are used for illustrative purposes
only, are not forecasts and may not reflect actual results.


3
Creates the Premier Pacific Northwest Community Banking Franchise
#1 community bank in Washington and Oregon
(1)
Significantly increases Oregon deposit market share; especially
within the Portland MSA
Enhances Washington deposit market share; adds significantly to
presence in the Olympia MSA
Adds over 50 branches primarily along the I-5 corridor from
Seattle to Eugene
Effective use of capital, enhancing both profitability and shareholder
value
Culturally compatible banks with similar strong core deposit bases
Enhances breadth of banking products for all customers and
augments fee income generation
Transaction Highlights
Transaction
Rationale
Attractive
Financial
Returns
20% of 2013e EPS accretion
33% of 2014e EPS accretion
> 15%
IRR
(1)
Based on 6/30/2011 deposit market share data per FDIC S.O.D.


4
Transaction Value
(1)
$505.9 million
Price per Share
(1)
$23.10  / 14.5%
premium to WCBO closing price
(2)
Consideration Mix
48% stock / 52% cash
(1)
12,809,525 in fixed shares of COLB
$264.5 million in cash
Board Seat
One current independent member from WCBO
Due Diligence
Completed; including an extensive loan review
Termination Fee
$20.0 million for superior offer
Walk-Aways
Double trigger: COLB stock declining 17.5% relative to the KBW Regional Banking Index
Required Approval
Customary regulatory and shareholder approvals
Targeted Closing
Within 6 months
Transaction Overview
(1)
Based on COLB’s stock price as of 9/25/2012 and WCBO’s fully diluted share count of 21.9 million.  Transaction value, price per share, and consideration
mix % will change based on the fluctuation in COLB’s stock price.  Please see Appendix.
(2)
Based on WCBO’s stock price as of 9/25/2012.


5
NPAs / Loans & REO (%) -
left axis
NCOs / Avg Loans (%) -
right axis
Core ROAA (%)(4)
Overview of West Coast Bancorp
(1)
(NASDAQ: WCBO)
Overview
Balance Sheet & Capital
Asset Quality
Performance (2Q 2012)
Headquarters:
Lake Oswego, OR
Established (BHC / Bank):
1982 / 1925
Assets ($Millions):
$2,408
Deposits ($Millions):
$1,877
Gross Loans ($Millions):
$1,496
Loans / Deposits:
79.7%
Securities / Assets:
30.0%
DDAs / Deposits
(2)
:
33.2%
TCE / TA
(3)
:
13.62%
Tier 1 Leverage Ratio:
15.55%
NPAs / Assets:
3.05%
NPAs
/
(Loans
+
OREO):
Reserves / Loans:
2.22%
NCOs / Avg. Loans:
0.07%
ROAA:
1.01%
ROAE:
7.50%
Net Interest Margin:
3.93%
Noninterest Income / Avg. Assets:
1.42%
Cost of Deposits:
0.09%
Efficiency Ratio:
70.9%
Reduction of NPAs
Profitability Improvement
(1)
U.S. GAAP financial data as of and for the quarter ended 6/30/2012.
(2)
Calculated
using
average
balances
per
WCBO’s
2
quarter
earnings
release.
(3)
Assumes the conversion of preferred shares into common.
(4)
Core ROAA in 2011 Q3 and 2011 Q4 was normalized for FHLB prepayment penalties, DTA reversals, and branch closures.  All periods were taxed at a 35% rate.
Note: NPAs include performing TDRs.
Source: WCBO Filings and SNL Financial.
nd
4.82%


6
Largest Community Bank in the Pacific Northwest
WCBO (58 branches)
COLB (101 branches)
(1)
Pro forma excludes purchase accounting marks.
Source:  Company Filings, SNL Financial and Microsoft MapPoint.
Puget Sound
Portland
COLB
WCBO
Pro Forma
(1)
($Millions)
($Millions)
($Millions)
Assets:
4,789
2,408
7,198
Gross Loans:
2,934
1,496
4,430
Deposits:
3,831
1,877
5,708


7
Deposit Franchise Expansion
Elevates
COLB
to
#1
ranked
community
bank
(1)
in
Oregon
and
solidifies
COLB’s
already
strong
position
in
Washington
Washington State
Oregon State
2011  
Rank
Institution (ST)
Branches
2011
Deposits
($000s)
2011
Market
Share
(%)
1
Bank of America Corp. (NC)
221
23,755,153
21.74
2
Wells Fargo & Co. (CA)
156
11,354,756
10.39
3
U.S. Bancorp (MN)
188
10,632,752
9.73
4
JPMorgan Chase & Co. (NY)
209
9,461,001
8.66
5
KeyCorp (OH)
167
8,130,850
7.44
6
Washington Federal Inc. (WA)
66
4,382,831
4.01
7
Sterling Financial Corp. (WA)
87
3,896,409
3.57
Pro Forma Company
89
3,713,705
3.40
8
Columbia Banking System Inc. (WA)
77
3,360,889
3.08
9
W.T.B. Financial Corp. (WA)
26
2,735,229
2.50
10
Banner Corp. (WA)
67
2,713,231
2.48
11
Mitsubishi UFJ Finl Grp Inc
45
2,102,838
1.92
12
Washington Banking Co. (WA)
30
1,487,923
1.36
13
HomeStreet Inc. (WA)
16
1,411,823
1.29
14
Yakima FS&LA (WA)
10
1,348,792
1.23
15
SKBHC Holdings LLC (WA)
42
1,249,545
1.14
16
Heritage Financial Corp. (WA)
32
1,111,957
1.02
17
Peoples Bancorp (WA)
23
1,069,851
0.98
18
Opus Bank (CA)
23
1,057,712
0.97
19
Umpqua Holdings Corp. (OR)
33
1,047,344
0.96
20
Cashmere Valley Financial Corp (WA)
11
1,010,282
0.92
34
West Coast Bancorp (OR)
12
352,816
0.32
Other institutions in market (77)
341
15,588,235
14.29
Total For Institutions In Market
1,882
109,262,219
100.00
2011  
Rank
Institution (ST)
Branches
2011
Deposits
($000s)
2011
Market
Share
(%)
1
U.S. Bancorp (MN)
196
10,875,875
19.08
2
Bank of America Corp. (NC)
83
9,315,139
16.34
3
Wells Fargo & Co. (CA)
125
8,826,005
15.48
4
Umpqua Holdings Corp. (OR)
78
4,653,693
8.16
5
JPMorgan Chase & Co. (NY)
115
4,083,463
7.16
6
KeyCorp (OH)
79
3,348,734
5.88
Pro Forma Company
74
2,325,902
4.08
7
Washington Federal Inc. (WA)
52
2,055,779
3.61
8
Sterling Financial Corp. (WA)
66
1,802,392
3.16
9
West Coast Bancorp (OR)
48
1,588,541
2.79
10
BNP Paribas
31
1,080,989
1.90
11
Cascade Bancorp (OR)
19
852,792
1.50
12
Pacific Continental Corp. (OR)
11
773,262
1.36
13
Columbia Banking System Inc. (WA)
26
737,361
1.29
14
Home Federal Bancorp (ID)
17
609,101
1.07
15
Banner Corp. (WA)
16
591,518
1.04
16
PremierWest Bancorp (OR)
17
508,526
0.89
17
Citizens Bancorp (OR)
14
340,504
0.60
18
Evergreen FS&LA (OR)
6
304,065
0.53
19
Community Bancshares Inc. (OR)
12
296,450
0.52
20
Mitsubishi UFJ Finl Grp Inc
3
287,388
0.50
Other institutions in market (37)
107
4,065,813
7.13
Total For Institutions In Market
1,121
56,997,390
100.00
(1)
Based on 6/30/2011 deposit market share data per FDIC S.O.D.
Source: Most recent available FDIC S.O.D. as of 6/30/2011.


8
Conservative Cost Savings
Cost savings of ~25% of West Coast’s noninterest expense
8-10 branch consolidations assumed
Expense Items
Approximate Value
in Millions
Compensation & benefits
$10.6
Occupancy & equipment
$4.0
Marketing & promotion
$0.4
Professional fees
$1.3
Technology & communications
$1.2
Other
$3.4
TOTAL
$20.9
Source: COLB management team.


9
Credit Due Diligence and Fair Value Marks
Estimated credit mark of $73.5 million or ~5.0% of loans
Comprehensive credit review covering ~65% of loans and 100% of OREO
Analyzed credit files, underwriting methodology, and policy and portfolio management
processes
Reviewed approximately 650 loans and 100% of OREO properties
Estimated OREO markdown of $5.0 million
Estimated Investment Securities markdown of $3.0 million
Estimated Core Deposit Intangible equaling 1.0% of West Coast’s core deposits
(1)
Summary of Other Estimated Fair Value Adjustments
(1)
Core
deposits
equal
all
deposits
less
CDs
$100k.
Source: Company management and 3rd party loan review.


10
Pro Forma Loan & Deposit Composition (6/30/2012)
L
O
A
N
S
D
E
P
O
S
I
T
S
Notes: Includes HFI loans.  All figures in $ thousands.
Source: U.S. GAAP data per company filings.
COLB
WCBO
Pro Forma
COLB
WCBO
Pro Forma


Pro Forma Financial Impact


12
12
Consideration:
12,809,525
in fixed shares of COLB
$264.5
million in fixed cash
Earnings Estimates
(1)
:
2013e of $1.25 and 2014e of $1.32 for COLB
2013e of $1.17 and 2014e of $1.29 for WCBO
Cost Savings:
Approximately $21 million or 25%
Phased-in 50%
in 2013 and 100% in 2014
Deal Related Expenses:
Approximately $30
million, pre-tax
Assumed Credit Mark:
5.0%
of WCBO's gross loans
(2)
Credit mark less LLR is accreted back into interest income
(3)
Revenue Enhancements:
None assumed
Core Deposit Intangible:
1.0% of WCBO's core deposits
Amortized on a Sum of the Years Digits basis over 10 years
Targeted Closing:
Within 6 months
(1)
Mean Street Consensus Estimates from Thomson Financial, as of 9/25/2012.  WCBO’s 2014e is based on a 10% long-term growth rate.
(2)
Company
management
per
3
party
loan
review.
(3)
Accretion was recognized over a 5 year period with a 50% recapture rate.
Transaction Assumptions
rd


13
13
Pro Forma Financial Impact
Capital Ratios
2013e EPS Accretion
(1)
:
20%
2014e EPS Accretion
(2)
:
33%
IRR
(3)
:
> 15%
Tangible Book Value Earnback Period
(4)
:
~7 years, using incremental earnings
COLB
WCBO
PRO FORMA
TCE / TA:
13.43%
12.74%
9.35%
Leverage Ratio:
12.88%
15.55%
9.31%
Tier 1 Common Ratio:
19.51%
16.37%
12.37%
Tier 1 Ratio:
19.51%
20.33%
13.43%
Total Risk-based Capital Ratio:
20.78%
21.50%
14.66%
(1)
Based on mean street consensus estimates of $1.25 / share for COLB and $1.17 / share for WCBO from Thomson Financial, as of 9/25/2012.
(2)
Based on mean street consensus estimates of $1.32 / share for COLB from Thomson Financial as of 9/25/2012 and $1.29 / share for WCBO, grown using the mean
street long term earnings growth rate from Thomson Financial as of 9/25/2012 of 10% from 2013e EPS.
(3)
Forward projections based on mean street analyst Long Term Growth Rate of 10%.  Realized cost savings of 50% in 2013 and 100% in 2014, and grown at a 5% rate
thereafter.
(4)
Incremental Tangible Book Value Earnback represents the number of years to eliminate tangible book value dilution at closing utilizing incremental earnings created in
the merger including earnings from WCBO, cost savings and purchase accounting adjustments.
Note: Pro forma capital ratios are calculated as of 6/30/2012.
Source: SNL Financial and KBW IBD.


Attractive Investment Opportunity


15
Creates the Premier Pacific Northwest Community Banking Franchise
Culturally compatible banks with similar strong core deposit bases
Enhances breadth of banking products for all customers and
augments fee income generation
Attractive Investment Opportunity
Increases visibility in the Portland MSA and enhances presence in
the Pacific Northwest
Pacific
Northwest
considered
one
of
5
U.S.
“regions
to
watch”
for
brightest economic future.
(1)
Highly accretive to earnings with conservative cost save assumptions
Efficient Use of Capital with combined capital ratios in excess of well-
capitalized guidelines
Strong IRR of > 15%
(1)
Source:
“The
U.S.
Economy:
Regions
To
Watch
in
2012”
per
www.forbes.com,
published
on
1/4/2012.
Leading
Community
Bank in the
Pacific
Northwest
Financially
Attractive
Augments
Presence in
Key Markets


Appendix: Merger Consideration


17
Merger Consideration
Defined Terms in the Merger Agreement
Purchaser
Total
Total
Per
Avg Closing
Stock
Cash
Aggregate
Share
Exchange
Cash
Stock
Price
Consideration
Amount
Consideration
Consideration
Ratio
Percentage
Percentage
$17.00
$217.8
$264.5
$482.2
$22.07
1.2982
54.8%
45.2%
$17.25
$221.0
$264.5
$485.4
$22.21
1.2875
54.5%
45.5%
$17.50
$224.2
$264.5
$488.6
$22.35
1.2771
54.1%
45.9%
$17.75
$227.4
$264.5
$491.8
$22.49
1.2669
53.8%
46.2%
$18.00
$230.6
$264.5
$495.0
$22.63
1.2571
53.4%
46.6%
$18.25
$233.8
$264.5
$498.2
$22.77
1.2475
53.1%
46.9%
$18.50
$237.0
$264.5
$501.4
$22.91
1.2382
52.7%
47.3%
$18.75
$240.2
$264.5
$504.6
$23.05
1.2291
52.4%
47.6%
As of 9/25/12
$18.85
$241.5
$264.5
$505.9
$23.10
1.2255
52.3%
47.7%
$19.00
$243.4
$264.5
$507.8
$23.18
1.2203
52.1%
47.9%
$19.25
$246.6
$264.5
$511.1
$23.32
1.2116
51.7%
48.3%
$19.50
$249.8
$264.5
$514.3
$23.46
1.2033
51.4%
48.6%
$19.75
$253.0
$264.5
$517.5
$23.60
1.1951
51.1%
48.9%
$20.00
$256.2
$264.5
$520.7
$23.74
1.1871
50.8%
49.2%
$20.25
$259.4
$264.5
$523.9
$23.88
1.1794
50.5%
49.5%
$20.50
$262.6
$264.5
$527.1
$24.02
1.1718
50.2%
49.8%
$20.75
$265.8
$264.5
$530.3
$24.16
1.1644
49.9%
50.1%
$21.00
$269.0
$264.5
$533.5
$24.30
1.1571
49.6%
50.4%


18
Additional Information
In connection with the proposed transaction, Columbia will file with the U.S. Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form S-4 that will include a Joint Proxy Statement of
Columbia
and
West
Coast
and
a
Prospectus
of
Columbia,
as
well
as
other
relevant
documents
concerning
the
proposed transaction. Shareholders of Columbia and West Coast are urged to read the Registration Statement
and the Joint Proxy Statement/Prospectus regarding the transaction when it becomes available and any other
relevant
documents
filed
with
the
SEC,
as
well
as
any
amendments
or
supplements
to
those
documents,
because
they
will
contain
important
information.
The
Joint
Proxy
Statement/Prospectus
and
other
relevant
materials
(when
they
become
available)
filed
with
the
SEC
may
be
obtained
free
of
charge
at
the
SEC’s
Website at http://www.sec.gov. Shareholders are urged to read the Joint Proxy Statement and the other
relevant materials before voting on the transaction.
Investors will also be able to obtain these documents, free of charge, from Columbia at www.columbiabank.com
under
the
tab
“About
Us”
and
then
under
the
heading
“Investor
Relations”
or
from
West
Coast
by
accessing
West
Coast’s
website
at
www.wcb.com
under
the
heading
“Investor
Relations.”
Copies
can
also
be
obtained,
free of charge, by directing a written request to Columbia Banking System, Inc., Attention: Corporate Secretary,
1301 A Street, Suite 800, Tacoma, Washington 98402 or to West Coast Bancorp, 5335 Meadows Road, Suite
201, Lake Oswego, Oregon 97035. 
Columbia and West Coast and certain of their directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of Columbia and West Coast in connection with
the merger. Information about the directors and executive officers of Columbia and their ownership of Columbia
common stock is set forth in the proxy statement for Columbia’s 2012 annual meeting of shareholders, as filed
with the SEC on a Schedule 14A on March 22, 2012.  Information about the directors and executive officers of
West
Coast
and
their
ownership
of
West
Coast
common
stock
is
set
forth
in
the
proxy
statement
for
West
Coast’s 2012 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 13, 2012.
Additional information regarding the interests of those participants and other persons who may be deemed
participants in the transaction may be obtained by reading the Joint Proxy Statement regarding the merger
when it becomes available. Free copies of this document may be obtained as described in the preceding
paragraph.


1301 A Street
Tacoma, Washington 98402
Melanie J. Dressel
President & Chief Executive Officer
253-305-1911;
mdressel@columbiabank.com
Clint E. Stein
EVP & Chief Financial Officer
253-593-8304;
cstein@columbiabank.com