10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________________________________ 

FORM 10-Q

________________________________________________________ 

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2014.

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             .

Commission File Number 0-20288

 ________________________________________________________ 

COLUMBIA BANKING SYSTEM, INC.

(Exact name of issuer as specified in its charter)

 ________________________________________________________ 

Washington	91-1422237
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
1301 “A” Street Tacoma, Washington	98402-2156
(Address of principal executive offices)	(Zip Code)

(253) 305-1900

(Issuer’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

________________________________________________________ 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

The number of shares of common stock outstanding at April 30, 2014 was 52,599,634.

TABLE OF CONTENTS

		Page
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Consolidated Balance Sheets - March 31, 2014 and December 31, 2013	1
	Consolidated Statements of Income - three months ended March 31, 2014 and 2013	2
	Consolidated Statements of Comprehensive Income - three months ended March 31, 2014 and 2013	3
	Consolidated Statements of Changes in Shareholders’ Equity - three months ended March 31, 2014 and 2013	4
	Consolidated Statements of Cash Flows - three months ended March 31, 2014 and 2013	5
	Notes to Unaudited Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
Item 4.	Controls and Procedures	50
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	52
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
Item 3.	Defaults Upon Senior Securities	52
Item 4.	Mine Safety Disclosures	52
Item 5.	Other Information	52
Item 6.	Exhibits	53
	Signatures	54

i

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

Columbia Banking System, Inc.

(Unaudited)

			March 31, 2014			December 31, 2013
ASSETS			(in thousands)
Cash and due from banks			$	191,706		$	165,030
Interest-earning deposits with banks			45,083			14,531
Total cash and cash equivalents			236,789			179,561
Securities available for sale at fair value (amortized cost of $1,644,805 and $1,680,491, respectively)			1,639,370			1,664,111
Federal Home Loan Bank stock at cost			32,224			32,529
Loans held for sale			—			735
Loans, excluding covered loans, net of unearned income of ($62,724) and ($68,282), respectively			4,297,076			4,219,451
Less: allowance for loan and lease losses			50,442			52,280
Loans, excluding covered loans, net			4,246,634			4,167,171
Covered loans, net of allowance for loan losses of ($20,129) and ($20,174), respectively			260,158			277,671
Total loans, net			4,506,792			4,444,842
FDIC loss-sharing asset			36,837			39,846
Interest receivable			23,600			22,206
Premises and equipment, net			156,836			154,732
Other real estate owned ($14,712 and $12,093 covered by FDIC loss-share, respectively)			30,552			35,927
Goodwill			343,952			343,952
Other intangible assets, net			24,273			25,852
Other assets			205,828			217,289
Total assets			$	7,237,053		$	7,161,582
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing			$	2,225,212		$	2,171,703
Interest-bearing			3,819,204			3,787,772
Total deposits			6,044,416			5,959,475
Federal Home Loan Bank advances			6,597			36,606
Securities sold under agreements to repurchase			25,000			25,000
Other liabilities			86,549			87,252
Total liabilities			6,162,562			6,108,333
Commitments and contingent liabilities
Shareholders’ equity:
	March 31, 2014	December 31, 2013
Preferred stock (no par value)
Authorized shares	2,000	2,000
Issued and outstanding	9	9	2,217			2,217
Common stock (no par value)
Authorized shares	63,033	63,033
Issued and outstanding	52,600	51,265	861,125			860,562
Retained earnings			216,192			202,514
Accumulated other comprehensive loss			(5,043		)	(12,044		)
Total shareholders’ equity			1,074,491			1,053,249
Total liabilities and shareholders’ equity			$	7,237,053		$	7,161,582

See accompanying Notes to unaudited Consolidated Financial Statements.

1

CONSOLIDATED STATEMENTS OF INCOME

Columbia Banking System, Inc.

(Unaudited)

	Three Months Ended
	March 31,
	2014			2013
	(in thousands except per share amounts)
Interest Income
Loans	$	65,541		$	48,028
Taxable securities	6,752			4,234
Tax-exempt securities	2,618			2,298
Federal funds sold and deposits in banks	14			201
Total interest income	74,925			54,761
Interest Expense
Deposits	752			1,089
Federal Home Loan Bank advances	114			71
Other borrowings	119			119
Total interest expense	985			1,279
Net Interest Income	73,940			53,482
Recapture of provision for loan and lease losses	(500		)	(1,000		)
Provision for losses on covered loans	2,422			980
Net interest income after provision (recapture) for loan and lease losses	72,018			53,502
Noninterest Income
Service charges and other fees	12,936			7,594
Merchant services fees	1,870			1,851
Investment securities gains, net	223			370
Bank owned life insurance	965			698
Change in FDIC loss-sharing asset	(4,819		)	(10,483		)
Other	2,833			1,628
Total noninterest income	14,008			1,658
Noninterest Expense
Compensation and employee benefits	31,338			21,653
Occupancy	8,244			4,753
Merchant processing	980			857
Advertising and promotion	769			870
Data processing and communications	3,520			2,580
Legal and professional fees	2,169			2,050
Taxes, licenses and fees	1,180			1,387
Regulatory premiums	1,176			857
Net cost (benefit) of operation of other real estate owned	146			(2,501		)
Amortization of intangibles	1,580			1,029
Other	6,284			4,514
Total noninterest expense	57,386			38,049
Income before income taxes	28,640			17,111
Income tax provision	8,796			4,935
Net Income	$	19,844		$	12,176
Earnings per common share
Basic	$	0.38		$	0.31
Diluted	$	0.37		$	0.31
Dividends paid per common share	$	0.12		$	0.10
Weighted average number of common shares outstanding	51,097			39,348
Weighted average number of diluted common shares outstanding	52,433			39,351

See accompanying Notes to unaudited Consolidated Financial Statements.

2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Columbia Banking System, Inc.

(Unaudited)

	Three Months Ended
	March 31,
	2014			2013
	(in thousands)
Net income as reported	$	19,844		$	12,176
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) from securities:
Net unrealized holding gain (loss) from available for sale securities arising during the period, net of tax of ($4,049) and $1,357	7,119			(2,493		)
Reclassification adjustment of net gain from sale of available for sale securities included in income, net of tax of $81 and $130	(142		)	(240		)
Net unrealized gain (loss) from securities, net of reclassification adjustment	6,977			(2,733		)
Pension plan liability adjustment:
Net unrealized loss from unfunded defined benefit plan liability arising during the period, net of tax of $0 and $412	—			(757		)
Amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of ($13) and ($32)	24			60
Pension plan liability adjustment, net	24			(697		)
Other comprehensive income (loss)	7,001			(3,430		)
Total comprehensive income	$	26,845		$	8,746

See accompanying Notes to unaudited Consolidated Financial Statements.

3

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Columbia Banking System, Inc.

(Unaudited)

	Preferred Stock			Common Stock					Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
	Number of Shares	Amount		Number of Shares		Amount
	(in thousands)
Balance at January 1, 2013	—	$	—	39,686		$	581,471		$	162,388		$	20,149		$	764,008
Net income	—	—		—		—			12,176			—			12,176
Other comprehensive loss	—	—		—		—			—			(3,430		)	(3,430		)
Issuance of common stock - stock option and other plans	—	—		18		326			—			—			326
Issuance of common stock - restricted stock awards, net of canceled awards	—	—		140		551			—			—			551
Cash dividends paid on common stock	—	—		—		—			(3,971		)	—			(3,971		)
Balance at March 31, 2013	—	$	—	39,844		$	582,348		$	170,593		$	16,719		$	769,660
Balance at January 1, 2014	9	$	2,217	51,265		$	860,562		$	202,514		$	(12,044	)	$	1,053,249
Net income	—	—		—		—			19,844			—			19,844
Other comprehensive income	—	—		—		—			—			7,001			7,001
Issuance of common stock - cashless exercise of warrants	—	—		1,140		—			—			—			—
Issuance of common stock - stock option and other plans	—	—		19		405			—			—			405
Issuance of common stock - restricted stock awards, net of canceled awards	—	—		197		680			—			—			680
Purchase and retirement of common stock	—	—		(21	)	(522		)	—			—			(522		)
Preferred dividends	—	—		—		—			(12		)	—			(12		)
Cash dividends paid on common stock	—	—		—		—			(6,154		)	—			(6,154		)
Balance at March 31, 2014	9	$	2,217	52,600		$	861,125		$	216,192		$	(5,043	)	$	1,074,491

See accompanying Notes to unaudited Consolidated Financial Statements.

4

CONSOLIDATED STATEMENTS OF CASH FLOWS

Columbia Banking System, Inc.

(Unaudited)

	Three Months Ended March 31,
	2014			2013 (1)
	(in thousands)
Cash Flows From Operating Activities
Net Income	$	19,844		$	12,176
Adjustments to reconcile net income to net cash provided by operating activities
Provision (recapture) for loan and lease losses on noncovered and covered loans	1,922			(20		)
Stock-based compensation expense	680			551
Depreciation, amortization and accretion	8,972			13,015
Investment securities gain, net	(223		)	(370		)
Net realized (gain) loss on sale of other assets	8			(80		)
Net realized gain on sale of other real estate owned	(1,659		)	(2,787		)
Write-down on other real estate owned	1,580			158
Net change in:
Loans held for sale	735			1,675
Interest receivable	(1,394		)	(2,053		)
Interest payable	(13		)	(40		)
Other assets	5,714			3,192
Other liabilities	(649		)	(11,739		)
Net cash provided by operating activities	35,517			13,678
Cash Flows From Investing Activities
Loans originated and acquired, net of principal collected	(64,065		)	(71,815		)
Purchases of:
Securities available for sale	(10,787		)	(84,673		)
Premises and equipment	(4,930		)	(3,624		)
Proceeds from:
FDIC reimbursement on loss-sharing asset	539			3,692
Sales of securities available for sale	6,441			3,023
Principal repayments and maturities of securities available for sale	36,530			64,758
Sales of other assets	337			287
Sales of covered other real estate owned	3,103			6,438
Sales of other real estate and other personal property owned	8,102			2,019
Payments to FDIC related to loss-sharing asset	(2,217		)	(573		)
Net cash used in investing activities	(26,947		)	(80,468		)
Cash Flows From Financing Activities
Net increase in deposits	84,941			4,454
Proceeds from:
Federal Home Loan Bank advances	587,000			100
Federal Reserve Bank borrowings	50			50
Exercise of stock options	405			326
Payments for:
Repayment of Federal Home Loan Bank advances	(617,000		)	(100		)
Repayment of Federal Reserve Bank borrowings	(50		)	(50		)
Common stock dividends	(6,154		)	(3,971		)
Preferred stock dividends	(12		)	—
Purchase and retirement of common stock	(522		)	—
Net cash provided by financing activities	48,658			809
Increase (Decrease) in cash and cash equivalents	57,228			(65,981		)
Cash and cash equivalents at beginning of period	179,561			513,926
Cash and cash equivalents at end of period	$	236,789		$	447,945
Supplemental Information:
Cash paid during the year for:
Cash paid for interest	$	999		$	1,319
Cash paid for income tax	$	10		$	5,500
Non-cash investing and financing activities
Loans transferred to other real estate owned	$	5,751		$	4,114

__________

(1) Reclassified to conform to the current period's presentation.

See accompanying Notes to unaudited Consolidated Financial Statements.

5

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Columbia Banking System, Inc.

1. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The consolidated financial statements include the accounts of the Company and its subsidiaries, including its wholly owned banking subsidiary Columbia Bank (the “Bank”) and West Coast Trust. All intercompany transactions and accounts have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of results to be anticipated for the year ending December 31, 2014. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s 2013 Annual Report on Form 10-K.

Significant Accounting Policies

The significant accounting policies used in preparation of our consolidated financial statements are disclosed in our 2013 Annual Report on Form 10-K. There have not been any changes in our significant accounting policies compared to those contained in our 2013 Form 10-K disclosure for the year ended December 31, 2013.

2. Accounting Pronouncements Recently Issued

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The Company is assessing the impact of the new guidance on its consolidated financial statements.

In January 2014, the FASB issued ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure. The Update clarifies when a creditor would be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that all or a portion of the loan would be derecognized and the real estate property recognized. Under the guidance, a consumer loan collateralized by residential real estate should be reclassified to other real estate owned when (1) the creditor obtains legal title to the residential property or (2) the borrower conveys all interest in the property to the creditor to satisfy the loan by completing a deed in lieu of foreclosure or similar agreement. In addition, an entity is required to disclose the amount of residential real estate meeting the conditions above, and the recorded investment in consumer mortgage loans secured by residential real estate that are in the process of foreclosure. ASU 2014-04 is effective for annual and interim reporting periods within those annual periods, beginning after December 15, 2014. Adoption of the new guidance is not expected to have a significant impact on the Company's consolidated financial statements.

In January 2014, the FASB issued ASU No. 2014-01, Accounting for Investments in Qualified Affordable Housing Projects. The Update provides guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. Under the proportional amortization method, the cost of the investment is amortized each reporting period in proportion to the tax credits received. Under the new guidance, classification of the amortization would change from noninterest expense to income tax expense. ASU 2014-01 is effective for annual and interim reporting periods within those annual periods, beginning after December 15, 2014. The guidance is to be applied retrospectively to all periods presented. The Company is assessing the impact of the new guidance on its consolidated financial statements.

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The Update clarifies when it is appropriate for an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This new guidance was adopted on January 1, 2014 and did not have an impact on the Company's consolidated financial statements.

6

3. Business Combinations

On April 1, 2013, the Company completed its acquisition of West Coast Bancorp ("West Coast"). The Company paid $540.8 million in total consideration to acquire 100% of the voting equity interests of West Coast. The primary reason for the acquisition was to expand the Company's geographic footprint consistent with its ongoing growth strategy. The fair value of the net assets acquired totaled $312.4 million, including $1.88 billion of deposits, $1.41 billion of loans and $15.3 million of other intangible assets. Goodwill of $228.4 million was recorded as part of the acquisition. The goodwill is not deductible for income tax purposes. In connection with the West Coast acquisition, Columbia recognized $966 thousand and $723 thousand of acquisition-related expenses for the three month periods ended March 31, 2014 and 2013, respectively.

See Note 2, Business Combinations, in Item 8 of our 2013 Form 10-K for additional details related to the West Coast acquisition.

4. Securities

The following table summarizes the amortized cost, gross unrealized gains and losses and the resulting fair value of securities available for sale:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
March 31, 2014
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	919,299	$	10,339	$	(17,340	)	$	912,298
State and municipal securities	363,983		12,472		(2,775		)	373,680
U.S. government agency and government-sponsored enterprise securities	335,151		477		(7,642		)	327,986
U.S. government securities	21,088		1		(786		)	20,303
Other securities	5,284		25		(206		)	5,103
Total	$	1,644,805	$	23,314	$	(28,749	)	$	1,639,370
December 31, 2013
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	961,442	$	10,640	$	(23,674	)	$	948,408
State and municipal securities	357,013		11,450		(3,993		)	364,470
U.S. government agency and government-sponsored enterprise securities	335,671		434		(10,066		)	326,039
U.S. government securities	21,081		—		(967		)	20,114
Other securities	5,284		27		(231		)	5,080
Total	$	1,680,491	$	22,551	$	(38,931	)	$	1,664,111

The scheduled contractual maturities of investment securities available for sale at March 31, 2014 are presented as follows:

	March 31, 2014
	Amortized Cost		Fair Value
	(in thousands)
Due within one year	$	23,252	$	23,415
Due after one year through five years	337,507		336,477
Due after five years through ten years	434,217		431,506
Due after ten years	844,545		842,869
Other securities with no stated maturity	5,284		5,103
Total investment securities available-for-sale	$	1,644,805	$	1,639,370

7

The following table summarizes, as of March 31, 2014, the carrying value of securities pledged as collateral to secure public deposits, borrowings and other purposes as permitted or required by law:

	Carrying Amount
	(in thousands)
Washington and Oregon State to secure public deposits	$	278,061
Federal Reserve Bank to secure borrowings	42,631
Other securities pledged	43,038
Total securities pledged as collateral	$	363,730

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2014 and December 31, 2013:

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(in thousands)
March 31, 2014
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	399,830	$	(7,290	)	$	112,690	$	(10,050	)	$	512,520	$	(17,340	)
State and municipal securities	88,065		(1,791		)	17,748		(984		)	105,813		(2,775		)
U.S. government agency and government-sponsored enterprise securities	251,196		(6,026		)	28,810		(1,616		)	280,006		(7,642		)
U.S. government securities	19,253		(786		)	—		—			19,253		(786		)
Other securities	2,270		(45		)	2,795		(161		)	5,065		(206		)
Total	$	760,614	$	(15,938	)	$	162,043	$	(12,811	)	$	922,657	$	(28,749	)
December 31, 2013
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	492,921	$	(10,991	)	$	121,303	$	(12,684	)	$	614,224	$	(23,675	)
State and municipal securities	112,400		(3,069		)	13,815		(923		)	126,215		(3,992		)
U.S. government agency and government-sponsored enterprise securities	260,001		(8,063		)	28,447		(2,003		)	288,448		(10,066		)
U.S. government securities	20,114		(967		)	—		—			20,114		(967		)
Other securities	2,257		(58		)	2,783		(173		)	5,040		(231		)
Total	$	887,693	$	(23,148	)	$	166,348	$	(15,783	)	$	1,054,041	$	(38,931	)

At March 31, 2014, there were 70 U.S. government agency and government-sponsored enterprise mortgage-backed securities & collateralized mortgage obligations securities in an unrealized loss position, of which ten were in a continuous loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates relative to where these investments fall within the yield curve and their individual characteristics. Because the Company does not intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2014.

At March 31, 2014, there were 113 state and municipal government securities in an unrealized loss position, of which 13 were in a continuous loss position for 12 months or more. The unrealized losses on state and municipal securities were caused by interest rate changes or widening of market spreads subsequent to the purchase of the individual securities. Management monitors published credit ratings of these securities for adverse changes. As of March 31, 2014, none of the rated obligations of state and local government entities held by the Company had a below investment grade credit rating. Because the credit quality of these securities are investment grade and the Company does not intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which

8

may be upon maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2014.

At March 31, 2014, there were 29 U.S. government agency and government-sponsored enterprise securities in an unrealized loss position, three of which were in a continuous loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates relative to where these investments fall within the yield curve and their individual characteristics. Because the Company does not currently intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2014.

At March 31, 2014, there were three U.S. government securities in an unrealized loss position, none of which were in a continuous loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates relative to where these investments fall within the yield curve and their individual characteristics. Because the Company does not currently intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2014.

At March 31, 2014, there were two other securities in an unrealized loss position, of which one security, a mortgage-backed securities fund, was in a continuous unrealized loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates and the additional risk premium investors are demanding for investment securities with these characteristics. The Company does not consider this investment to be other-than-temporarily impaired at March 31, 2014 as it has the intent and ability to hold the investment for sufficient time to allow for recovery in the market value.

5. Noncovered Loans

Noncovered loans include loans originated through our branch network and loan departments as well as acquired loans that are not subject to FDIC loss-sharing agreements.

The following is an analysis of the noncovered loan portfolio by major types of loans (net of unearned income):

	March 31, 2014			December 31, 2013
Noncovered loans:	(in thousands)
Commercial business	$	1,601,676		$	1,561,782
Real estate:
One-to-four family residential	105,141			108,317
Commercial and multifamily residential	2,113,609			2,080,075
Total real estate	2,218,750			2,188,392
Real estate construction:
One-to-four family residential	57,310			54,155
Commercial and multifamily residential	130,809			126,390
Total real estate construction	188,119			180,545
Consumer	351,255			357,014
Less: Net unearned income	(62,724		)	(68,282		)
Total noncovered loans, net of unearned income	4,297,076			4,219,451
Less: Allowance for loan and lease losses	(50,442		)	(52,280		)
Total noncovered loans, net	$	4,246,634		$	4,167,171
Loans held for sale	$	—		$	735

At March 31, 2014 and December 31, 2013, the Company had no material foreign activities. Substantially all of the Company’s loans and unfunded commitments are geographically concentrated in its service areas within the states of Washington and Oregon.

The Company has granted loans to executive officers and directors of the Company and related interests. These loans are made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collectability. The aggregate dollar amount of these loans was $14.1 million at March 31, 2014 and $14.2 million at December 31, 2013. During the first three months of 2014, advances on related party loans totaled $595 thousand and repayments totaled $633 thousand.

9

At March 31, 2014 and December 31, 2013, $1.09 billion and $1.08 billion of commercial and residential real estate loans were pledged as collateral on Federal Home Loan Bank borrowings and additional borrowing capacity. The Company has also pledged $82.1 million and $45.2 million of commercial loans to the Federal Reserve Bank for additional borrowing capacity at March 31, 2014 and December 31, 2013, respectively.

The following is an analysis of noncovered, nonaccrual loans as of March 31, 2014 and December 31, 2013:

	March 31, 2014				December 31, 2013
	Recorded Investment Nonaccrual Loans		Unpaid Principal Balance Nonaccrual Loans		Recorded Investment Nonaccrual Loans		Unpaid Principal Balance Nonaccrual Loans
Noncovered loans:	(in thousands)
Commercial business:
Secured	$	14,255	$	20,481	$	12,433	$	19,186
Unsecured	286		316		176		202
Real estate:
One-to-four family residential	2,900		5,112		2,667		4,678
Commercial & multifamily residential:
Commercial land	775		1,101		442		783
Income property	5,038		6,118		4,267		5,383
Owner occupied	5,237		7,397		6,334		7,486
Real estate construction:
One-to-four family residential:
Land and acquisition	2,494		5,469		3,246		6,601
Residential construction	532		2,001		459		1,928
Consumer	4,880		6,804		3,991		6,187
Total	$	36,397	$	54,799	$	34,015	$	52,434

10

The following is an aging of the recorded investment of the noncovered loan portfolio as of March 31, 2014 and December 31, 2013:

	Current Loans		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Nonaccrual Loans		Total Loans
March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,502,131	$	2,526	$	5,448	$	—	$	7,974	$	14,255	$	1,524,360
Unsecured	71,514		247		116		—		363		286		72,163
Real estate:
One-to-four family residential	97,365		2,589		—		—		2,589		2,900		102,854
Commercial & multifamily residential:
Commercial land	143,854		666		—		—		666		775		145,295
Income property	1,175,538		5,951		455		—		6,406		5,038		1,186,982
Owner occupied	746,749		1,138		132		—		1,270		5,237		753,256
Real estate construction:
One-to-four family residential:
Land and acquisition	9,922		1,164		—		—		1,164		2,494		13,580
Residential construction	42,699		102		—		—		102		532		43,333
Commercial & multifamily residential:
Income property	90,698		—		—		—		—		—		90,698
Owner occupied	39,388		—		—		—		—		—		39,388
Consumer	319,391		772		124		—		896		4,880		325,167
Total	$	4,239,249	$	15,155	$	6,275	$	—	$	21,430	$	36,397	$	4,297,076
	Current Loans		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Nonaccrual Loans		Total Loans
December 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,457,820	$	12,713	$	681	$	—	$	13,394	$	12,433	$	1,483,647
Unsecured	72,255		156		17		—		173		176		72,604
Real estate:
One-to-four family residential	100,591		1,993		641		—		2,634		2,667		105,892
Commercial & multifamily residential:
Commercial land	142,034		—		358		—		358		442		142,834
Income property	1,138,732		144		3,289		—		3,433		4,267		1,146,432
Owner occupied	749,561		4,714		—		—		4,714		6,334		760,609
Real estate construction:
One-to-four family residential:
Land and acquisition	8,225		199		—		—		199		3,246		11,670
Residential construction	41,533		—		—		—		—		459		41,992
Commercial & multifamily residential:
Income property	86,521		—		—		—		—		—		86,521
Owner occupied	38,916		—		—		—		—		—		38,916
Consumer	322,685		835		823		—		1,658		3,991		328,334
Total	$	4,158,873	$	20,754	$	5,809	$	—	$	26,563	$	34,015	$	4,219,451

11

The following is an analysis of impaired loans as of March 31, 2014 and December 31, 2013:

	Recorded Investment of Loans Collectively Measured for Contingency Provision		Recorded Investment of Loans Individually Measured for Specific Impairment		Impaired Loans With Recorded Allowance						Impaired Loans Without Recorded Allowance
					Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,516,983	$	7,377	$	3,202	$	3,235	$	1,521	$	4,175	$	4,715
Unsecured	72,136		27		27		27		27		—		—
Real estate:
One-to-four family residential	100,762		2,092		437		476		133		1,655		2,812
Commercial & multifamily residential:
Commercial land	145,188		107		—		—		—		107		398
Income property	1,180,523		6,459		—		—		—		6,459		8,968
Owner occupied	743,984		9,272		593		592		38		8,679		13,042
Real estate construction:
One-to-four family residential:
Land and acquisition	12,386		1,194		113		112		71		1,081		1,456
Residential construction	43,333		—		—		—		—		—		—
Commercial & multifamily residential:
Income property	90,698		—		—		—		—		—		—
Owner occupied	39,388		—		—		—		—		—		—
Consumer	325,008		159		21		26		3		138		204
Total	$	4,270,389	$	26,687	$	4,393	$	4,468	$	1,793	$	22,294	$	31,595
	Recorded Investment of Loans Collectively Measured for Contingency Provision		Recorded Investment of Loans Individually Measured for Specific Impairment		Impaired Loans With Recorded Allowance						Impaired Loans Without Recorded Allowance
					Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
December 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,478,560	$	5,087	$	2,866	$	2,885	$	343	$	2,221	$	2,560
Unsecured	72,569		35		35		35		35		—		—
Real estate:
One-to-four family residential	104,272		1,620		442		479		138		1,178		2,119
Commercial & multifamily residential:
Commercial land	142,719		115		—		—		—		115		398
Income property	1,140,019		6,413		918		933		26		5,495		7,885
Owner occupied	749,601		11,008		3,802		3,817		1,073		7,206		10,464
Real estate construction:
One-to-four family residential:
Land and acquisition	9,726		1,944		113		113		71		1,831		2,587
Residential construction	41,992		—		—		—		—		—		—
Commercial & multifamily residential:
Income property	86,521		—		—		—		—		—		—
Owner occupied	38,916		—		—		—		—		—		—
Consumer	328,167		167		23		27		4		144		210
Total	$	4,193,062	$	26,389	$	8,199	$	8,289	$	1,690	$	18,190	$	26,223

12

The following table provides additional information on impaired loans for the three month periods indicated.

	Three Months Ended March 31,
	2014				2013
	Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans		Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans
Noncovered loans:	(in thousands)
Commercial business:
Secured	$	6,232	$	17	$	4,917	$	4
Unsecured	31		—		88		1
Real estate:
One-to-four family residential	1,856		13		1,816		4
Commercial & multifamily residential:
Commercial land	111		—		2,714		—
Income property	6,436		62		8,710		29
Owner occupied	10,140		241		11,620		279
Real estate construction:
One-to-four family residential:
Land and acquisition	1,569		1		2,700		1
Residential construction	—		—		1,051		2
Consumer	163		2		127		2
Total	$	26,538	$	336	$	33,743	$	322

The following is an analysis of loans classified as TDR during the three months ended March 31, 2014 and 2013:

	Three months ended March 31, 2014					Three months ended March 31, 2013
	Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Noncovered loans:	(dollars in thousands)
Commercial business:
Secured	2	$	546	$	546	—	$	—	$	—
Real estate:
One-to-four family residential	2	494		494		—	—		—
Commercial and multifamily residential:
Income property	1	143		126		—	—		—
Real estate construction:
One-to-four family residential:
Land and acquisition	—	$	—	$	—	1	117		117
Total	5	$	1,183	$	1,166	1	$	117	$	117

The Company's loans classified as TDR are loans that have been modified or the borrower has been granted special concessions due to financial difficulties that, if not for the challenges of the borrower, the Company would not otherwise consider. The TDR modifications or concessions are made to increase the likelihood that these borrowers with financial difficulties will be able to satisfy their debt obligations as amended. The concessions granted in the restructurings completed in the three month periods ending March 31, 2014 and 2013 largely consisted of maturity extensions, interest rate modifications or a combination of both. In limited circumstances, a reduction in the principal balance of the loan could also be made as a concession. Credit losses for loans classified as TDR are measured on the same basis as impaired loans. For impaired loans, an allowance is established when the collateral value less selling costs (or discounted cash flows or observable market price) of the impaired loan is lower than the recorded investment of that loan.

The Company had commitments to lend $182 thousand of additional funds on loans classified as TDR as of March 31, 2014, but had no commitments to lend additional funds on loans classified as TDR as of December 31, 2013. The Company did not have any loans modified as TDR that defaulted within twelve months of being modified as TDR during the three month periods ended March 31, 2014 and 2013.

13

6. Allowance for Noncovered Loan and Lease Losses and Unfunded Commitments and Letters of Credit

We maintain an allowance for loan and lease losses (“ALLL”) to absorb losses inherent in the loan portfolio. The size of the ALLL is determined through quarterly assessments of the probable estimated losses in the loan portfolio. Our methodology for making such assessments and determining the adequacy of the ALLL includes the following key elements:

1. General valuation allowance consistent with the Contingencies topic of the FASB Accounting Standards Codification ("ASC").

2. Classified loss reserves on specific relationships. Specific allowances for identified problem loans are determined in accordance with the Receivables topic of the FASB ASC.

3. The unallocated allowance provides for other factors inherent in our loan portfolio that may not have been contemplated in the general and specific components of the allowance. This unallocated amount generally comprises less than 5% of the allowance. The unallocated amount is reviewed quarterly based on trends in credit losses, the results of credit reviews and overall economic trends.

The general valuation allowance is systematically calculated quarterly using quantitative and qualitative information about specific loan classes. The minimum required level an entity develops a methodology to determine its allowance for loan and lease losses is by general categories of loans, such as commercial business, real estate, and consumer. However, the Company’s methodology in determining its allowance for loan and lease losses is prepared in a more detailed manner at the loan class level, utilizing specific categories such as commercial business secured, commercial business unsecured, real estate commercial land, and real estate income property multifamily.

The quantitative information uses historical losses from a specific loan class and incorporates the loan’s risk rating migration from origination to the point of loss based upon the consideration of an appropriate look back period. A loan’s risk rating is primarily determined based upon the borrower’s ability to fulfill its debt obligation from a cash flow perspective. In the event there is financial deterioration of the borrower, the borrower’s other sources of income or repayment are also considered, including recent appraisal values for collateral dependent loans. The qualitative information takes into account general economic and business conditions affecting our marketplace, seasoning of the loan portfolio, duration of the business cycle, etc. to ensure our methodologies reflect the current economic environment and other factors as using historical loss information exclusively may not give an accurate estimate of inherent losses within the Company’s loan portfolio.

When a loan is deemed to be impaired, the Company has to determine if a specific valuation allowance is required for that loan. The specific valuation allowance is a reserve, calculated at the individual loan level, for each loan determined to be both impaired and containing a value less than its recorded investment. The Company measures the impairment based on the discounted expected future cash flows, observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent or if foreclosure is probable. The specific reserve for each loan is equal to the difference between the recorded investment in the loan and its determined impairment value.

The ALLL is increased by provisions for loan and lease losses (“provision”) charged to expense, and is reduced by loans charged off, net of recoveries or a recovery of previous provisions. While the Company’s management believes the best information available is used to determine the ALLL, changes in market conditions could result in adjustments to the ALLL, affecting net income, if circumstances differ from the assumptions used in determining the ALLL.

We have used the same methodology for ALLL calculations during the three months ended March 31, 2014 and 2013. Adjustments to the percentages of the ALLL allocated to loan categories are made based on trends with respect to delinquencies and problem loans within each class of loans. The Company reviews the ALLL quantitative and qualitative methodology on a quarterly basis and makes adjustments when appropriate. The Company continues to strive towards maintaining a conservative approach to credit quality and will continue to prudently adjust our ALLL as necessary in order to maintain adequate reserves. The Company carefully monitors the loan portfolio and continues to emphasize the importance of credit quality.

Once it is determined that all or a portion of a loan balance is uncollectable, and the amount can be reasonably estimated, the uncollectable portion of the loan is charged-off.

14

The following tables show a detailed analysis of the allowance for loan and lease losses for noncovered loans for the three months ended March 31, 2014 and 2013:

	Beginning Balance		Charge-offs			Recoveries		Provision (Recovery)			Ending Balance		Specific Reserve		General Allocation
Three months ended March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	31,027	$	(198	)	$	448	$	(2,476	)	$	28,801	$	1,521	$	27,280
Unsecured	696		(35		)	42		43			746		27		719
Real estate:
One-to-four family residential	1,252		(207		)	28		121			1,194		133		1,061
Commercial & multifamily residential:
Commercial land	489		—			17		73			579		—		579
Income property	9,234		—			13		860			10,107		—		10,107
Owner occupied	3,605		(1,023		)	9		1,969			4,560		38		4,522
Real estate construction:
One-to-four family residential:
Land and acquisition	610		—			39		(69		)	580		71		509
Residential construction	822		—			3		(129		)	696		—		696
Commercial & multifamily residential:
Income property	285		—			—		35			320		—		320
Owner occupied	58		—			—		96			154		—		154
Consumer	2,547		(727		)	253		564			2,637		3		2,634
Unallocated	1,655		—			—		(1,587		)	68		—		68
Total	$	52,280	$	(2,190	)	$	852	$	(500	)	$	50,442	$	1,793	$	48,649

	Beginning Balance		Charge-offs			Recoveries		Provision (Recovery)			Ending Balance		Specific Reserve		General Allocation
Three months ended March 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	27,270	$	(988	)	$	79	$	510		$	26,871	$	67	$	26,804
Unsecured	753		(326		)	34		289			750		84		666
Real estate:
One-to-four family residential	694		(116		)	—		79			657		108		549
Commercial & multifamily residential:
Commercial land	460		—			10		(37		)	433		—		433
Income property	11,033		(783		)	79		(918		)	9,411		18		9,393
Owner occupied	6,362		—			4		(908		)	5,458		34		5,424
Real estate construction:
One-to-four family residential:
Land and acquisition	1,171		(32		)	2,139		(2,288		)	990		74		916
Residential construction	635		(101		)	—		4			538		—		538
Commercial & multifamily residential:
Income property	316		—			—		66			382		—		382
Owner occupied	102		—			—		6			108		—		108
Consumer	2,437		(171		)	47		51			2,364		—		2,364
Unallocated	1,011		—			—		2,146			3,157		—		3,157
Total	$	52,244	$	(2,517	)	$	2,392	$	(1,000	)	$	51,119	$	385	$	50,734

15

Changes in the allowance for unfunded commitments and letters of credit, a component of other liabilities in the consolidated balance sheet, are summarized as follows:

	Three Months Ended
	March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	2,505		$	1,915
Net changes in the allowance for unfunded commitments and letters of credit	(50		)	—
Balance at end of period	$	2,455		$	1,915

Risk Elements

The extension of credit in the form of loans to individuals and businesses is one of our principal commerce activities. Our policies and applicable laws and regulations require risk analysis as well as ongoing portfolio and credit management. We manage our credit risk through lending limit constraints, credit review, approval policies and extensive, ongoing internal monitoring. We also manage credit risk through diversification of the loan portfolio by type of loan, type of industry, type of borrower and by limiting the aggregation of debt to a single borrower.

Risk ratings are reviewed and updated whenever appropriate, with more periodic reviews as the risk and dollar value of loss on the loan increases. In the event full collection of principal and interest is not reasonably assured, the loan is appropriately downgraded and, if warranted, placed on nonaccrual status even though the loan may be current as to principal and interest payments. Additionally, we assess whether an impairment of a loan warrants specific reserves or a write-down of the loan.

Pass loans are generally considered to have sufficient sources of repayment in order to repay the loan in full in accordance with all terms and conditions. Special mention loans have potential weaknesses that, if left uncorrected, may result in deterioration of the repayment prospects for the asset or in the Company's credit position at some future date. Loans with a risk rating of Substandard or worse are reported as classified loans in our allowance for loan and lease losses analysis. We review these loans to assess the ability of our borrowers to service all interest and principal obligations and, as a result, the risk rating may be adjusted accordingly. Substandard loans reflect loans where a loss is possible if loan weaknesses are not corrected. Doubtful loans have a high probability of loss, however, the amount of loss has not yet been determined. Loss loans are considered uncollectable and when identified, are charged off.

The following is an analysis of the credit quality of our noncovered loan portfolio as of March 31, 2014 and December 31, 2013:

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,422,773	$	42,648	$	58,778	$	161	$	—	$	1,524,360
Unsecured	71,654		199		310		—		—		72,163
Real estate:
One-to-four family residential	97,004		1,448		4,402		—		—		102,854
Commercial and multifamily residential:
Commercial land	139,910		—		5,385		—		—		145,295
Income property	1,150,595		974		35,413		—		—		1,186,982
Owner occupied	739,956		1,443		11,857		—		—		753,256
Real estate construction:
One-to-four family residential:
Land and acquisition	9,928		—		3,652		—		—		13,580
Residential construction	38,413		2,120		2,800		—		—		43,333
Commercial and multifamily residential:
Income property	90,235		—		463		—		—		90,698
Owner occupied	38,973		415		—		—		—		39,388
Consumer	318,977		—		6,185		5		—		325,167
Total	$	4,118,418	$	49,247	$	129,245	$	166	$	—	4,297,076
Less:
Allowance for loan and lease losses											50,442
Noncovered loans, net											$	4,246,634

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
December 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,372,038	$	43,309	$	68,300	$	—	$	—	$	1,483,647
Unsecured	72,226		199		179		—		—		72,604
Real estate:
One-to-four family residential	98,626		1,567		5,699		—		—		105,892
Commercial and multifamily residential:
Commercial land	137,850		—		4,984		—		—		142,834
Income property	1,108,033		5,473		32,926		—		—		1,146,432
Owner occupied	748,725		—		11,884		—		—		760,609
Real estate construction:
One-to-four family residential:
Land and acquisition	7,526		—		4,144		—		—		11,670
Residential construction	36,270		2,352		3,370		—		—		41,992
Commercial and multifamily residential:
Income property	86,206		—		315		—		—		86,521
Owner occupied	38,916		—		—		—		—		38,916
Consumer	321,348		331		6,188		467		—		328,334
Total	$	4,027,764	$	53,231	$	137,989	$	467	$	—	4,219,451
Less:
Allowance for loan and lease losses											52,280
Noncovered loans, net											$	4,167,171

16

7. Changes in Noncovered Other Real Estate Owned ("OREO")

The following tables set forth activity in noncovered OREO for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Noncovered OREO:
Balance at beginning of period	$	23,834		$	10,676
Transfers in, net of write-downs ($0 and $32, respectively)	244			2,709
Additional OREO write-downs	(929		)	(93		)
Proceeds from sale of OREO property	(8,102		)	(1,565		)
Gain on sale of OREO, net	793			189
Total noncovered OREO at end of period	$	15,840		$	11,916

8. Covered Assets and FDIC Loss-sharing Asset

Covered Assets

Covered assets consist of loans and OREO acquired in certain FDIC-assisted acquisitions during 2010 and 2011, for which the Bank entered into loss-sharing agreements, whereby the FDIC will cover a substantial portion of future losses on loans (and related unfunded loan commitments), OREO and certain accrued interest on loans during the terms of the agreements. Under the terms of the loss-sharing agreements, the FDIC will absorb 80% of losses and share in 80% of loss recoveries up to specified amounts. With respect to loss-sharing agreements for two acquisitions completed in 2010, after those specified amounts, the FDIC will absorb 95% of losses and share in 95% of loss recoveries. The loss-sharing provisions of the agreements for commercial and single-family mortgage loans are in effect for five and ten years, respectively, from the acquisition dates and the loss recovery provisions are in effect for eight and ten years, respectively, from the acquisition dates.

Ten years and forty-five days after the acquisition dates, the Bank shall pay to the FDIC a clawback in the event the losses from the acquisitions fail to reach stated levels. The amount of the clawback is determined by a formula specified in each individual loss-sharing agreement. As of March 31, 2014, the net present value of the Bank’s estimated clawback liability is $4.1 million, which is included in other liabilities on the consolidated balance sheets.

The following is an analysis of our covered loans, net of related allowance for losses as of March 31, 2014 and December 31, 2013:

	March 31, 2014		December 31, 2013
Covered loans:	(dollars in thousands)
Commercial business	$	64,945	$	72,870
Real estate:
One-to-four family residential	39,056		41,642
Commercial and multifamily residential	163,976		170,879
Total real estate	203,032		212,521
Real estate construction:
One-to-four family residential	10,969		14,781
Commercial and multifamily residential	6,349		6,869
Total real estate construction	17,318		21,650
Consumer	32,541		34,101
Subtotal of covered loans	317,836		341,142
Less:
Valuation discount resulting from acquisition accounting	37,549		43,297
Allowance for loan losses	20,129		20,174
Covered loans, net of allowance for loan losses	$	260,158	$	277,671

17

Acquired impaired loans are accounted for under ASC 310-30 and initially measured at fair value based on expected future cash flows over the life of the loans. Acquired loans that have common risk characteristics are aggregated into pools. The Company remeasures contractual and expected cash flows, at the pool-level, on a quarterly basis.

Contractual cash flows are calculated based upon the loan pool terms after applying a prepayment factor. Calculation of the applied prepayment factor for contractual cash flows is the same as described below for expected cash flows.

Inputs to the determination of expected cash flows include cumulative default and prepayment data as well as loss severity and recovery lag information. Cumulative default and prepayment data are calculated via a transition matrix. The transition matrix is a matrix of probability values that specifies the probability of a loan pool transitioning into a particular delinquency state (e.g. 0-30 days past due, 31 to 60 days, etc.) given its delinquency state at the remeasurement date. Loss severity factors are based upon either actual charge-off data within the loan pools or industry averages and recovery lags are based upon the collateral within the loan pools.

Acquired impaired loans are also subject to the Company’s internal and external credit review and are risk rated using the same criteria as loans originated by the Company. However, risk ratings are not a clear indicator of losses on acquired loans as the loans were acquired with a significant discount and a majority of the losses are recoverable from the FDIC under the loss-sharing agreements.

Losses attributable to draws on acquired loans, advanced subsequent to the loan acquisition date, are accounted for under ASC 450-20 and those amounts are also subject to the Company’s internal and external credit review. An allowance for loan losses is estimated in a similar manner as the originated loan portfolio, and a provision for loan losses is charged to earnings as necessary.

The excess of cash flows expected to be collected over the initial fair value of acquired loans is referred to as the accretable yield and is accreted into interest income over the estimated life of the acquired loans using the effective yield method. Other adjustments to the accretable yield include changes in the estimated remaining life of the acquired loans, changes in expected cash flows and changes of indices for acquired loans with variable interest rates.

The following table shows the changes in accretable yield for acquired loans for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	103,907		$	166,888
Accretion	(10,569		)	(14,477		)
Disposals	(2,826		)	(774		)
Reclassifications from nonaccretable difference	11,031			7,149
Balance at end of period	$	101,543		$	158,786

During the three months ended March 31, 2014, the Company recorded a provision for losses on covered loans of $2.4 million. Of this amount, $2.6 million was impairment calculated in accordance with ASC 310-30 and $200 thousand was a provision recapture to adjust the allowance for loss calculated under ASC 450-20 for draws on acquired loans. The impact to earnings of the $2.4 million of provision for covered loans was partially offset through noninterest income by a $1.9 million favorable adjustment to the change FDIC loss-sharing asset line item.

The changes in the ALLL for covered loans for the three months ended March 31, 2014 and 2013 are summarized as follows:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	20,174		$	30,056
Loans charged off	(4,273		)	(2,382		)
Recoveries	1,806			835
Provision for loan losses	2,422			980
Balance at end of period	$	20,129		$	29,489

18

The following is an analysis of the credit quality of our covered loan portfolio as of March 31, 2014 and December 31, 2013:

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
March 31, 2014	(in thousands)
Covered loans:
Commercial business:
Secured	$	44,916	$	1,276	$	15,549	$	—	$	—	$	61,741
Unsecured	2,728		396		80		—		—		3,204
Real estate:
One-to-four family residential	32,729		1,828		4,499		—		—		39,056
Commercial and multifamily residential:
Commercial land	10,487		—		7,740		—		—		18,227
Income property	58,519		3,945		7,557		—		—		70,021
Owner occupied	65,389		814		9,525		—		—		75,728
Real estate construction:
One-to-four family residential:
Land and acquisition	4,036		—		1,579		—		—		5,615
Residential construction	2,973		—		2,381		—		—		5,354
Commercial and multifamily residential:
Income property	3,761		—		1,523		—		—		5,284
Owner occupied	1,065		—		—		—		—		1,065
Consumer	29,657		—		2,857		27		—		32,541
Total	$	256,260	$	8,259	$	53,290	$	27	$	—	317,836
Less:
Valuation discount resulting from acquisition accounting											37,549
Allowance for loan losses											20,129
Covered loans, net											$	260,158

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
December 31, 2013	(in thousands)
Covered loans:
Commercial business:
Secured	$	48,510	$	2,849	$	18,291	$	—	$	—	$	69,650
Unsecured	2,732		396		92		—		—		3,220
Real estate:
One-to-four family residential	35,066		1,842		4,734		—		—		41,642
Commercial and multifamily residential:
Commercial land	10,778		198		7,589		—		—		18,565
Income property	55,985		3,950		10,657		—		—		70,592
Owner occupied	67,653		111		13,958		—		—		81,722
Real estate construction:
One-to-four family residential:
Land and acquisition	4,674		2,739		1,936		—		—		9,349
Residential construction	3,008		—		2,424		—		—		5,432
Commercial and multifamily residential:
Income property	3,806		—		1,709		—		—		5,515
Owner occupied	1,074		—		280		—		—		1,354
Consumer	30,722		33		3,319		27		—		34,101
Total	$	264,008	$	12,118	$	64,989	$	27	$	—	341,142
Less:
Valuation discount resulting from acquisition accounting											43,297
Allowance for loan losses											20,174
Covered loans, net											$	277,671

19

The following table sets forth activity in covered OREO at carrying value for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Covered OREO:
Balance at beginning of period	$	12,093		$	16,311
Transfers in	5,507			1,405
Additional OREO write-downs	(651		)	(65		)
Proceeds from sale of OREO property	(3,103		)	(6,438		)
Net gain on sale of OREO	866			2,598
Total covered OREO at end of period	$	14,712		$	13,811

The covered OREO is subject to loss-sharing agreements with the FDIC in which the FDIC will share in 80% of additional write-downs, as well as gains and losses on covered OREO sales, or 95%, if applicable, of additional write-downs, as wells as gains and losses on covered OREO sales if the minimum loss share thresholds are met.

FDIC Loss-sharing Asset

At March 31, 2014, the FDIC loss-sharing asset is comprised of a $30.5 million FDIC indemnification asset and a $6.3 million FDIC receivable. The indemnification represents the cash flows the Company expects to collect from the FDIC under the loss-sharing agreements and the FDIC receivable represents the reimbursable amounts from the FDIC that have not yet been received.

For covered loans, the Company remeasures contractual and expected cash flows on a quarterly basis. When the quarterly remeasurement process results in a decrease in expected cash flows due to an increase in expected credit losses, impairment is recorded. As a result of this impairment, the indemnification asset is increased to reflect anticipated future cash to be received from the FDIC. Consistent with the loss-sharing agreements between the Company and the FDIC, the amount of the increase to the indemnification asset is measured as 80% of the resulting impairment.

Alternatively, when the quarterly remeasurement results in an increase in expected future cash flows due to a decrease in expected credit losses, the nonaccretable difference decreases and the effective yield of the related loan portfolio is increased. As a result of the improved expected cash flows, the indemnification asset would be reduced first by the amount of any impairment previously recorded and, second, by increased amortization over the remaining life of the related loss-sharing agreement.

The following table shows a detailed analysis of the FDIC loss-sharing asset for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	39,846		$	96,354
Adjustments not reflected in income:
Cash payments to (from) the FDIC	1,678			(3,119		)
FDIC reimbursable losses, net	132			363
Adjustments reflected in income:
Amortization, net	(6,452		)	(9,779		)
Loan impairment	1,938			784
Sale of other real estate	(756		)	(1,346		)
Write-downs of other real estate	516			52
Other	(65		)	(194		)
Balance at end of period	$	36,837		$	83,115

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9. Goodwill and Other Intangible Assets

In accordance with the Intangibles – Goodwill and Other topic of the FASB ASC, goodwill is not amortized but is reviewed for potential impairment at the reporting unit level. Management analyzes its goodwill for impairment on an annual basis on July 31 and between annual tests in certain circumstances such as material adverse changes in legal, business, regulatory and economic factors. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value.

The core deposit intangible (“CDI”) is evaluated for impairment if events and circumstances indicate a possible impairment. The CDI is amortized on an accelerated basis over an estimated life of 10 years.

The following table sets forth activity for goodwill and other intangible assets for the periods indicated:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Total goodwill (1)	343,952			115,554
Other intangible assets, net
Core deposit intangible:
Gross core deposit intangible balance at beginning of period (1)	47,698			32,441
Accumulated amortization at beginning of period	(22,765		)	(16,720		)
Core deposit intangible, net at beginning of period	24,933			15,721
CDI current period amortization	(1,579		)	(1,028		)
Total core deposit intangible, net at end of period	23,354			14,693
Intangible assets not subject to amortization	919			—
Other intangible assets, net at end of period	24,273			14,693
Total goodwill and other intangible assets at end of period	$	368,225		$	130,247

__________

(1) See Note 3, Business Combinations, for additional information regarding goodwill and intangible assets recorded related to the acquisition of West Coast on April 1, 2013.

The following table provides the estimated future amortization expense of core deposit intangibles for the remaining nine months ending December 31, 2014 and the succeeding four years:

	Amount
	(in thousands)
Year ending December 31,
2014	$	4,383
2015	4,934
2016	4,195
2017	3,361
2018	2,500

21

10. Derivatives and Balance Sheet Offsetting

The Company periodically enters into certain commercial loan interest rate swap agreements in order to provide commercial loan customers the ability to convert from variable to fixed interest rates. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to a swap agreement. This swap agreement effectively converts the customer’s variable rate loan into a fixed rate. The Company then enters into a corresponding swap agreement with a third party in order to offset its exposure on the variable and fixed components of the customer agreement. As the interest rate swap agreements with the customers and third parties are not designated as hedges under the Derivatives and Hedging topic of the FASB ASC, the instruments are marked to market in earnings. The notional amount of open interest rate swap agreements at March 31, 2014 and December 31, 2013 was $186.9 million and $179.5 million, respectively. There was no impact to the statement of income for the three month periods ending March 31, 2014 and 2013.

The following table presents the fair value of derivatives not designated as hedging instruments at March 31, 2014 and December 31, 2013:

Asset Derivatives

Liability Derivatives

March 31, 2014

December 31, 2013

March 31, 2014

December 31, 2013

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(in thousands)

Interest rate contracts

Other assets

$

9,418

Other assets

$

9,044

Other liabilities

$

9,418

Other liabilities

$

9,044

The Company is party to interest rate swap agreements and repurchase agreements that are subject to enforceable master netting arrangements or similar agreements. Under these agreements, the Company may have the right to net settle multiple contracts with the same counterparty. The following tables show the gross interest rate swap agreements and repurchase agreements in the consolidated balance sheets and the respective collateral received or pledged in the form of other financial instruments, which are generally marketable securities. The collateral amounts in these tables are limited to the outstanding balances of the related asset or liability. Therefore, instances of overcollateralization are not shown.

	Gross Amounts of Recognized Assets/Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Assets/Liabilities Presented in the Consolidated Balance Sheets		Gross Amounts Not Offset in the Consolidated Balance Sheets
							Collateral Posted			Net Amount
March 31, 2014	(in thousands)
Assets
Interest rate contracts	$	9,418	$	—	$	9,418	$	—		$	9,418
Liabilities
Interest rate contracts	$	9,418	$	—	$	9,418	$	(9,418	)	$	—
Repurchase agreements	$	25,000	$	—	$	25,000	$	(25,000	)	$	—
December 31, 2013
Assets
Interest rate contracts	$	9,044	$	—	$	9,044	$	—		$	9,044
Liabilities
Interest rate contracts	$	9,044	$	—	$	9,044	$	(9,044	)	$	—
Repurchase agreements	$	25,000	$	—	$	25,000	$	(25,000	)	$	—

11. Shareholders’ Equity

Preferred Stock. In conjunction with the acquisition of West Coast, the Company issued 8,782 shares of mandatorily convertible cumulative participating preferred stock, Series B. The Series B Preferred Stock is not subject to the operation of a sinking fund. The Series B Preferred Stock is not redeemable by the Company and is perpetual with no maturity. The holders of Series B Preferred Stock have no general voting rights. If the Company declares and pays a dividend to its common shareholders, it must declare and pay to its holders of Series B Preferred Stock, on the same date, a dividend in an amount per share of the Series B Preferred Stock that is intended to provide such holders dividends in the amount they would have received

22

if shares of Series B Preferred Stock had been converted into Common Stock as of that date. The outstanding shares of Series B Preferred Stock are convertible into 102,363 shares of Company Common Stock.

Warrants to Purchase Common Stock. In conjunction with the acquisition of West Coast, the Company issued Amended and Restated Warrants (the "Warrants") to purchase shares of Company common stock at an exercise price of $8.58 per share. The Company's Amended and Restated Warrants amended and restated Class C Warrants previously issued by West Coast. The Warrants were immediately exercisable and will expire on October 23, 2016. At March 31, 2014, the aggregate amount of Company common shares and value called for by warrants outstanding was 582,799 and $5.0 million, respectively. This reflects the exercise of 1,631,840 warrant shares during the current quarter. As the warrants contain a cashless exercise feature, the net shares issued by the Company as a result of this exercise activity was 1,139,698.

Dividends. On January 23, 2014 the Company declared a quarterly cash dividend of $0.12 per common share and common share equivalent for holders of preferred stock, payable on February 19, 2014 to shareholders of record at the close of business February 5, 2014. Subsequent to quarter end, on April 23, 2014, the Company declared a regular quarterly cash dividend of $0.12 per common share, and common share equivalent for holders of preferred stock, and a special, one-time cash dividend of $0.12 per common share, and common share equivalent for holders of preferred stock, both payable on May 21, 2014 to shareholders of record at the close of business May 7, 2014. The payment of cash dividends is subject to Federal regulatory requirements for capital levels and other restrictions. In addition, the cash dividends paid by Columbia Bank to the Company are subject to both Federal and State regulatory requirements.

12. Accumulated Other Comprehensive Income (Loss)

The following table shows changes in accumulated other comprehensive income (loss) by component for the three month periods ended March 31, 2014 and 2013:

	Unrealized Gains and Losses on Available-for-Sale Securities (1)			Unrealized Gains and Losses on Pension Plan Liability (1)			Total (1)
Three months ended March 31, 2014	(in thousands)
Beginning balance	$	(10,108	)	$	(1,936	)	$	(12,044	)
Other comprehensive income before reclassifications	7,119			—			7,119
Amounts reclassified from accumulated other comprehensive loss (2)	(142		)	24			(118		)
Net current-period other comprehensive income	6,977			24			7,001
Ending balance	$	(3,131	)	$	(1,912	)	$	(5,043	)
Three months ended March 31, 2013
Beginning balance	$	20,918		$	(769	)	$	20,149
Other comprehensive loss before reclassifications	(2,493		)	(757		)	(3,250		)
Amounts reclassified from accumulated other comprehensive income (2)	(240		)	60			(180		)
Net current-period other comprehensive loss	(2,733		)	(697		)	(3,430		)
Ending balance	$	18,185		$	(1,466	)	$	16,719

__________

(1) All amounts are net of tax. Amounts in parenthesis indicate debits.

(2) See following table for details about these reclassifications.

23

The following table shows details regarding the reclassifications from accumulated other comprehensive income for the three month periods ended March 31, 2014 and 2013:

	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected line Item in the Consolidated Statement of Income
	Three Months Ended March 31,
	2014			2013
	(in thousands)
Unrealized gains and losses on available-for-sale securities
Investment securities gains	$	223		$	370		Investment securities gains, net
	223			370			Total before tax
	(81		)	(130		)	Income tax provision
	$	142		$	240		Net of tax
Amortization of pension plan liability
Actuarial losses	$	(37	)	$	(92	)	Compensation and employee benefits
	(37		)	(92		)	Total before tax
	13			32			Income tax benefit
	$	(24	)	$	(60	)	Net of tax

13. Fair Value Accounting and Measurement

The Fair Value Measurements and Disclosures topic of the FASB ASC defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value. We hold fixed and variable rate interest-bearing securities, investments in marketable equity securities and certain other financial instruments, which are carried at fair value. Fair value is determined based upon quoted prices when available or through the use of alternative approaches, such as matrix or model pricing, when market quotes are not readily accessible or available.

The valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets that are accessible at the measurement date.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

Fair values are determined as follows:

Securities at fair value are priced using a combination of market activity, industry recognized information sources, yield curves, discounted cash flow models and other factors. These fair value calculations are considered a Level 2 input method under the provisions of the Fair Value Measurements and Disclosures topic of the FASB ASC for all securities other than U.S. Treasury notes, which are considered a Level 1 input method.

Interest rate contract positions are valued in models, which use as their basis, readily observable market parameters and are classified within Level 2 of the valuation hierarchy.

24

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at March 31, 2014 and December 31, 2013 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

	Fair value		Fair Value Measurements at Reporting Date Using
			Level 1		Level 2		Level 3
March 31, 2014	(in thousands)
Assets
Securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	912,298	$	—	$	912,298	$	—
State and municipal debt securities	373,680		—		373,680		—
U.S. government agency and government-sponsored enterprise securities	327,986		—		327,986		—
U.S. government securities	20,303		20,303		—		—
Other securities	5,103		—		5,103		—
Total securities available for sale	$	1,639,370	$	20,303	$	1,619,067	$	—
Other assets (Interest rate contracts)	$	9,418	$	—	$	9,418	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	9,418	$	—	$	9,418	$	—

	Fair value		Fair Value Measurements at Reporting Date Using
			Level 1		Level 2		Level 3
December 31, 2013	(in thousands)
Assets
Securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	948,408	$	—	$	948,408	$	—
State and municipal debt securities	364,470		—		364,470		—
U.S. government agency and government-sponsored enterprise securities	326,039		—		326,039		—
U.S. government securities	20,114		20,114		—		—
Other securities	5,080		—		5,080		—
Total securities available for sale	$	1,664,111	$	20,114	$	1,643,997	$	—
Other assets (Interest rate contracts)	$	9,044	$	—	$	9,044	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	9,044	$	—	$	9,044	$	—

There were no transfers between Level 1 and Level 2 of the valuation hierarchy during the three month periods ended March 31, 2014 and 2013. The Company recognizes transfers between levels of the valuation hierarchy based on the valuation level at the end of the reporting period.

25

Nonrecurring Measurements

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment and OREO. The following methods were used to estimate the fair value of each such class of financial instrument:

Impaired loans—A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, a loan’s observable market price, or the fair market value of the collateral less estimated costs to sell if the loan is a collateral-dependent loan. Generally, the Company utilizes the fair market value of the collateral to measure impairment. The impairment evaluations are performed in conjunction with the ALLL process on a quarterly basis by officers in the Special Credits group, which reports to the Chief Credit Officer. The Real Estate Appraisal Services Department ("REASD"), which also reports to the Chief Credit Officer, is responsible for obtaining appraisals from third-parties or performing internal evaluations. If an appraisal is obtained from a third-party, the REASD reviews the appraisal to evaluate the adequacy of the appraisal report, including its scope, methods, accuracy, and reasonableness.

Other real estate owned and other personal property owned ("OPPO")—OREO and OPPO are real and personal property that the Bank has taken ownership of in partial or full satisfaction of a loan or loans. OREO and OPPO are generally measured based on the item's fair market value as indicated by an appraisal or a letter of intent to purchase. OREO and OPPO are recorded at the lower of carrying amount or fair value less estimated costs to sell. This amount becomes the property’s new basis. Any write-downs based on the property fair value less estimated costs to sell at the date of acquisition are charged to the allowance for loan and lease losses. Management periodically reviews OREO and OPPO in an effort to ensure the property is carried at the lower of its new basis or fair value, net of estimated costs to sell. Any write-downs subsequent to acquisition are charged to earnings. The initial and subsequent write-down evaluations are performed by officers in the Special Credits group, which reports to the Chief Credit Officer. The REASD obtains appraisals from third-parties for OREO and OPPO and performs internal evaluations. If an appraisal is obtained from a third-party, the REASD reviews the appraisal to evaluate the adequacy of the appraisal report, including its scope, methods, accuracy, and reasonableness.

The following tables set forth the Company's assets that were measured using fair value estimates on a nonrecurring basis during the periods ended March 31, 2014 and 2013:

	Fair value at March 31, 2014		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended March 31, 2014
			Level 1		Level 2		Level 3
	(in thousands)
Impaired loans	$	2,094	$	—	$	—	$	2,094	$	1,387
Noncovered OREO	1,749		—		—		1,749		687
Covered OREO	4,376		—		—		4,376		616
	$	8,219	$	—	$	—	$	8,219	$	2,690

	Fair value at March 31, 2013		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended March 31, 2013
			Level 1		Level 2		Level 3
	(in thousands)
Impaired loans	$	477	$	—	$	—	$	477	$	102
Noncovered OREO	1,350		—		—		1,350		101
Covered OREO	65		—		—		65		65
	$	1,892	$	—	$	—	$	1,892	$	268

The losses on impaired loans disclosed above represent the amount of the specific reserve and/or charge-offs during the period applicable to loans held at period end. The amount of the specific reserve is included in the allowance for loan and lease losses. The losses on OREO and OPPO disclosed above represent the write-downs taken at foreclosure that were charged to the allowance for loan and lease losses, as well as subsequent write-downs from updated appraisals that were charged to earnings.

26

Quantitative information about Level 3 fair value measurements

The range and weighted-average of the significant unobservable inputs used to fair value our Level 3 nonrecurring assets, along with the valuation techniques used, are shown in the following table:

	Fair value at March 31, 2014		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans - real estate collateral	$	990	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Impaired loans - other collateral (3)	1,104		Fair Market Value of Collateral	Adjustment to Stated value	0% - 100% (68%)
Noncovered OREO	$	1,749	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Covered OREO	4,376		Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount applied to appraisal value, letter of intent to purchase, or stated value (in the case of accounts receivable, inventory and equipment).
(2) Quantitative disclosures are not provided for impaired loans collateralized by real estate, noncovered OREO and covered OREO because there were no adjustments made to the appraisal value during the current period.
(3) Other collateral consists of accounts receivable, inventory and equipment.

	Fair value at March 31, 2013		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans	$	477	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Noncovered OREO	1,350		Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Covered OREO	65		Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount applied to appraisal value, letter of intent to purchase, or stated value (in the case of accounts receivable, inventory and equipment).
(2) Quantitative disclosures are not provided for impaired loans collateralized by real estate, noncovered OREO and covered OREO because there were no adjustments made to the appraisal value during the current period.

27

Fair value of financial instruments

Because broadly traded markets do not exist for most of the Company’s financial instruments, the fair value calculations attempt to incorporate the effect of current market conditions at a specific time. These determinations are subjective in nature, involve uncertainties and matters of significant judgment and do not include tax ramifications; therefore, the results cannot be determined with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate settlement of the instruments. There may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented herein do not represent, and should not be construed to represent, the underlying value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and due from banks and interest-earning deposits with banks—The fair value of financial instruments that are short-term or reprice frequently and that have little or no risk are considered to have a fair value that approximates carrying value (Level 1).

Securities available for sale—Securities at fair value, other than U.S. Treasury Notes, are priced using a combination of market activity, industry recognized information sources, yield curves, discounted cash flow models and other factors (Level 2). U.S. Treasury Notes are priced using quotes in active markets (Level 1).

Federal Home Loan Bank stock—The fair value is based upon the par value of the stock which equates to its carrying value (Level 2).

Loans—Loans are not recorded at fair value on a recurring basis. Nonrecurring fair value adjustments are periodically recorded on impaired loans that are measured for impairment based on the fair value of collateral. For most performing loans, fair value is estimated using expected duration and lending rates that would have been offered on March 31, 2014 or December 31, 2013, for loans which mirror the attributes of the loans with similar rate structures and average maturities. The fair values resulting from these calculations are reduced by an amount representing the change in estimated fair value attributable to changes in borrowers’ credit quality since the loans were originated. For nonperforming loans, fair value is estimated by applying a valuation discount based upon loan sales data from the FDIC. For covered loans, fair value is estimated by discounting the expected future cash flows using a lending rate that would have been offered on March 31, 2014 (Level 3).

FDIC loss-sharing asset —The fair value of the FDIC loss-sharing asset is estimated based on discounting the expected future cash flows using an estimated market rate (Level 3).

Interest rate contracts—Interest rate swap positions are valued in models, which use as their basis, readily observable market parameters (Level 2).

Deposits—For deposits with no contractual maturity, the fair value is equal to the carrying value (Level 1). The fair value of fixed maturity deposits is based on discounted cash flows using the difference between the deposit rate and current market rates for deposits of similar remaining maturities (Level 2).

FHLB advances—The fair value of Federal Home Loan Bank of Seattle (the “FHLB”) advances is estimated based on discounting the future cash flows using the market rate currently offered (Level 2).

Repurchase Agreements—The fair value of securities sold under agreement to repurchase is estimated based on discounting the future cash flows using the market rate currently offered (Level 2).

Other Financial Instruments—The majority of our commitments to extend credit and standby letters of credit carry current market interest rates if converted to loans, as such, carrying value is assumed to equal fair value.

28

The following tables summarize carrying amounts and estimated fair values of selected financial instruments as well as assumptions used by the Company in estimating fair value at March 31, 2014 and December 31, 2013:

	March 31, 2014
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	191,706	$	191,706	$	191,706	$	—	$	—
Interest-earning deposits with banks	45,083		45,083		45,083		—		—
Securities available for sale	1,639,370		1,639,370		20,303		1,619,067		—
FHLB stock	32,224		32,224		—		32,224		—
Loans	4,506,792		4,654,744		—		—		4,654,744
FDIC loss-sharing asset	36,837		13,512		—		—		13,512
Interest rate contracts	9,418		9,418		—		9,418		—
Liabilities
Deposits	$	6,044,416	$	6,043,226	$	5,554,663	$	488,563	$	—
FHLB Advances	6,597		5,452		—		5,452		—
Repurchase agreements	25,000		26,303		—		26,303		—
Interest rate contracts	9,418		9,418		—		9,418		—

	December 31, 2013
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	165,030	$	165,030	$	165,030	$	—	$	—
Interest-earning deposits with banks	14,531		14,531		14,531		—		—
Securities available for sale	1,664,111		1,664,111		20,114		1,643,997		—
FHLB stock	32,529		32,529		—		32,529		—
Loans held for sale	735		735		—		735		—
Loans	4,444,842		4,605,038		—		—		4,605,038
FDIC loss-sharing asset	39,846		11,248		—		—		11,248
Interest rate contracts	9,044		9,044		—		9,044		—
Liabilities
Deposits	$	5,959,475	$	5,958,747	$	5,449,546	$	509,201	$	—
FHLB Advances	36,606		35,080		—		35,080		—
Repurchase agreements	25,000		26,361		—		26,361		—
Interest rate contracts	9,044		9,044		—		9,044		—

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14. Earnings per Common Share

The Company applies the two-class method of computing basic and diluted EPS. Under the two-class method, EPS is determined for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The Company issues restricted shares under share-based compensation plans and preferred shares which qualify as participating securities.

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013:

	Three Months Ended
	March 31,
	2014		2013
	(in thousands except per share)
Basic EPS:
Net income	$	19,844	$	12,176
Less: Earnings allocated to participating securities
Preferred shares	40		—
Nonvested restricted shares	169		123
Earnings allocated to common shareholders	$	19,635	$	12,053
Weighted average common shares outstanding	51,097		39,348
Basic earnings per common share	$	0.38	$	0.31
Diluted EPS:
Earnings allocated to common shareholders	$	19,639	$	12,053
Weighted average common shares outstanding	51,097		39,348
Dilutive effect of equity awards	1,336		3
Weighted average diluted common shares outstanding	52,433		39,351
Diluted earnings per common share	$	0.37	$	0.31
Potentially dilutive share options that were not included in the computation of diluted EPS because to do so would be anti-dilutive	83		9

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion should be read in conjunction with the unaudited consolidated financial statements of Columbia Banking System, Inc. (referred to in this report as “we”, “our”, and “the Company”) and notes thereto presented elsewhere in this report and with the December 31, 2013 audited consolidated financial statements and its accompanying notes included in our Annual Report on Form 10-K. In the following discussion, unless otherwise noted, references to increases or decreases in average balances in items of income and expense for a particular period and balances at a particular date refer to the comparison with corresponding amounts for the period or date one year earlier.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. In addition to the factors set forth in the sections “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report, the following factors, among others, could cause actual results to differ materially from the anticipated results:

• local and national economic conditions could be less favorable than expected or could have a more direct and pronounced effect on us than expected and adversely affect our ability to continue internal growth and maintain the quality of our earning assets;

• the local housing/real estate markets where we operate and make loans could face challenges;

• the risks presented by an uncertain economy, which could adversely affect credit quality, collateral values, including real estate collateral, investment values, liquidity and loan originations and loan portfolio delinquency rates;

• the efficiencies and enhanced financial and operating performance we expect to realize from investments in personnel, acquisitions and infrastructure may not be realized;

• interest rate changes could significantly reduce net interest income and negatively affect funding sources;

• projected business increases following strategic expansion or opening of new branches could be lower than expected;

• changes in the scope and cost of FDIC insurance and overall regulatory costs;

• the impact of acquired loans on our earnings;

• changes in accounting principles, policies, and guidelines applicable to bank holding companies and banking;

• competition among financial institutions could increase significantly;

• continued consolidation in the Pacific Northwest financial services industry resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape;

• the goodwill we have recorded in connection with acquisitions could become impaired, which may have an adverse impact on our earnings and capital;

• the reputation of the financial services industry could deteriorate, which could adversely affect our ability to access markets for funding and to acquire and retain customers;

• our ability to effectively manage credit risk, interest rate risk, market risk, operational risk, legal risk, liquidity risk and regulatory and compliance risk; and

• our profitability measures could be adversely affected if we are unable to effectively manage our capital.

You should take into account that forward-looking statements speak only as of the date of this report. Given the described uncertainties and risks, we cannot guarantee our future performance or results of operations and you should not place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under federal securities laws.

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CRITICAL ACCOUNTING POLICIES

Management has identified the accounting policies related to the allowance for loan and lease losses, business combinations, acquired impaired loans, FDIC loss sharing asset and the valuation and recoverability of goodwill as critical to an understanding of our financial statements. These policies and related estimates are discussed in “Item 7. Management Discussion and Analysis of Financial Condition and Results of Operation” under the headings “Allowance for Loan and Lease Losses”, “Business Combinations”, “Acquired Impaired Loans”, "FDIC Loss Sharing Asset” and “Valuation and Recoverability of Goodwill” in our 2013 Annual Report on Form 10-K. There have not been any material changes in our critical accounting policies as compared to those disclosed in our 2013 Annual Report on Form 10-K.

RESULTS OF OPERATIONS

Our results of operations are dependent to a large degree on our net interest income. We also generate noninterest income through service charges and fees, merchant services fees, and bank owned life insurance. Our operating expenses consist primarily of compensation and employee benefits, occupancy, merchant card processing, data processing and legal and professional fees. Like most financial institutions, our interest income and cost of funds are affected significantly by general economic conditions, particularly changes in market interest rates, and by government policies and actions of regulatory authorities.

On April 1, 2013, the Company completed its acquisition of West Coast. The Company acquired approximately $2.63 billion in assets, including $1.41 billion in loans measured at fair value, and approximately $1.88 billion in deposits. Due to the timing of this acquisition, our results of operations for the current quarter include the acquisition, however the comparative period in 2013 was prior to the acquisition. See Note 3 to the Consolidated Financial Statements in "Item 1. Financial Statements (unaudited)" of this report for further information regarding this acquisition.

Earnings Summary

The Company reported net income for the first quarter of $19.8 million or $0.37 per diluted common share, compared to $12.2 million or $0.31 per diluted common share for the first quarter of 2013. The increase in net income for the current quarter was attributable to higher net interest income and noninterest income as a result of the West Coast acquisition, partially offset by higher noninterest expense due to the West Coast acquisition.

Comparison of current quarter to prior year period

Revenue (net interest income plus noninterest income) for the three months ended March 31, 2014 was $87.9 million, 59% more than the same period in 2013. The increase in revenue was a result of higher loan interest income and noninterest income due to the West Coast acquisition. For a more complete discussion of this topic, please refer to the net interest income section contained in the ensuing pages.

The provision for loan and lease losses for the first quarter of 2014 was a recapture of $500 thousand for the noncovered loan portfolio and a provision of $2.4 million for the covered loan portfolio compared to a provision recapture of $1.0 million for the noncovered loan portfolio and a provision of $980 thousand for the covered loan portfolio during the first quarter of 2013. The recapture of provision for the noncovered portfolio was the result of improving credit quality within the noncovered loan portfolio and the provision for the covered loan portfolio was due to a decrease in the expected present value of future cash flows as remeasured during the current quarter when compared to the prior quarter's remeasurement.

Total noninterest expense for the quarter ended March 31, 2014 was $57.4 million, up from $38.0 million for the first quarter of 2013. The increase from the prior-year period was primarily due to ongoing noninterest expense stemming from growth resulting from the West Coast acquisition as well as acquisition-related expenses.

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Net income was negatively affected by the pre-tax earnings impact of the FDIC acquired loan portfolios for both the current quarter and prior year period. The negative affect of the FDIC acquired loan portfolios was larger in the prior year period primarily due to greater amortization of the FDIC loss-sharing asset recorded in the prior year period. The following table illustrates the impact to earnings associated with the Company's FDIC acquired loan portfolios for the periods indicated:

	Three Months Ended March 31,
	2014			2013
	( in thousands)
Incremental accretion income on FDIC acquired loans	$	6,693		$	9,445
Provision for losses on covered loans	(2,422		)	(980		)
Change in FDIC loss-sharing asset (1)	(4,819		)	(10,483		)
FDIC clawback liability expense	(204		)	(231		)
Pre-tax earnings impact of FDIC acquired loan portfolios	$	(752	)	$	(2,249	)

__________

(1) For additional information on the FDIC loss-sharing asset, please see the "FDIC Loss-sharing Asset" section of Management's Discussion and Analysis and Note 8 to the Consolidated Financial Statements in "Item 1. Financial Statements (unaudited)" of this report.

Net Interest Income

Comparison of current quarter to prior year period

Net interest income for the first quarter of 2014 was $73.9 million, an increase of 38% from $53.5 million for the same quarter in 2013. The increase in net interest income was primarily due to the loan interest income and loan discount accretion income related to the acquisition of West Coast.

The increased incremental accretion income related to the West Coast acquisition was partially offset by a decrease in FDIC acquired loan incremental accretion. Incremental accretion income from acquired impaired loans decreased $1.9 million from the prior year period. In addition, the discount accretion on other FDIC acquired loans decreased $866 thousand from the prior year period. These decreases were primarily due to the decline in the FDIC acquired loan balances resulting from repayments. However, these decreases were more than offset during the current quarter by discount accretion related to the recently acquired West Coast loan portfolio, which had $5.6 million in discount accretion for the current quarter. For additional information on the Company's accounting policies related to recording interest income on loans, please refer to “Item 8. Financial Statements and Supplementary Data” in our 2013 Annual Report on Form 10-K.

The Company's net interest margin decreased to 4.85% in the first quarter of 2014, from 5.06% for the same quarter last year, due to acquired securities premium amortization related to the West Coast acquired portfolio, which reduces net interest income. In addition, there was a smaller impact to the net interest margin related to the acquired loan incremental accretion income for the current period. Although the dollar amount of the loan incremental accretion income was actually higher in the current period, the impact to the net interest margin was greater for the prior year period due to the lower average interest-earning assets balance for the prior year period.

The following table shows the impact to interest income of incremental accretion income as well as the net interest margin and operating net interest margin for the periods presented:

	Three Months Ended March 31,
	2014			2013
	(dollars in thousands)
Incremental accretion income due to:
FDIC acquired impaired loans	$	6,489		$	8,375
Other FDIC acquired loans	204			1,070
Other acquired loans	5,615			—
Incremental accretion income	$	12,308		$	9,445
Net interest margin	4.85		%	5.06		%
Operating net interest margin (1)	4.19		%	4.21		%

__________

(1) Operating net interest margin is a non-GAAP measurement. See Non-GAAP measures section of Item 2, Management's Discussion and Analysis.

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The following table sets forth the average balances of all major categories of interest-earning assets and interest-bearing liabilities, the total dollar amounts of interest income on interest-earning assets and interest expense on interest-bearing liabilities, the average yield earned on interest-earning assets and average rate paid on interest-bearing liabilities by category and in total net interest income and net interest margin:

	Three Months Ended March 31,						Three Months Ended March 31,
	2014						2013
	Average Balances		Interest Earned / Paid		Average Rate		Average Balances		Interest Earned / Paid		Average Rate
	(dollars in thousands)
ASSETS
Loans, excluding covered loans, net (1) (3)	$	4,248,105	$	54,946	5.17	%	$	2,559,177	$	33,163	5.18	%
Covered loans, net (2)	289,002		10,952		15.16	%	403,382		14,992		14.87	%
Taxable securities	1,329,679		6,752		2.03	%	782,158		4,234		2.17	%
Tax exempt securities (3)	352,691		4,109		4.66	%	269,499		3,566		5.29	%
Interest-earning deposits with banks and federal funds sold	25,215		14		0.23	%	322,761		201		0.25	%
Total interest-earning assets	6,244,692		$	76,773	4.92	%	4,336,977		$	56,156	5.18	%
Other earning assets	126,924						80,604
Noninterest-earning assets	772,143						433,463
Total assets	$	7,143,759					$	4,851,044
LIABILITIES AND SHAREHOLDERS’ EQUITY
Certificates of deposit	$	503,129	$	362	0.29	%	$	482,644	$	580	0.48	%
Savings accounts	513,911		13		0.01	%	326,760		16		0.02	%
Interest-bearing demand	1,168,708		109		0.04	%	839,716		179		0.09	%
Money market accounts	1,586,622		268		0.07	%	1,090,980		314		0.12	%
Total interest-bearing deposits	3,772,370		752		0.08	%	2,740,100		1,089		0.16	%
Federal Home Loan Bank advances	70,690		114		0.65	%	6,643		71		4.26	%
Other borrowings	25,000		119		1.90	%	25,000		119		1.90	%
Total interest-bearing liabilities	3,868,060		$	985	0.10	%	2,771,743		$	1,279	0.18	%
Noninterest-bearing deposits	2,129,468						1,250,028
Other noninterest-bearing liabilities	78,878						60,883
Shareholders’ equity	1,067,353						768,390
Total liabilities & shareholders’ equity	$	7,143,759					$	4,851,044
Net interest income			$	75,788					$	54,877
Net interest margin					4.85	%					5.06	%

(1) Nonaccrual loans have been included in the tables as loans carrying a zero yield. Amortized net deferred loan fees and net unearned discounts on certain acquired loans were included in the interest income calculations. The amortization of net deferred loan fees was $983 thousand and $661 thousand for the three months ended March 31, 2014 and 2013, respectively. The accretion of net unearned discounts on certain acquired loans was $5.8 million and $1.1 million for the three months ended March 31, 2014 and 2013, respectively.

(2) Incremental accretion on acquired impaired loans is included in covered loan interest earned. The incremental accretion income on acquired impaired loans was $6.5 million and $8.4 million for the three months ended March 31, 2014 and 2013, respectively.

(3) Tax-exempt income is calculated on a tax equivalent basis, based on a combined tax rate of 35% for 2013 and 36% for 2014. The tax equivalent yield adjustment to interest earned on noncovered loans was $357 thousand and $127 thousand for the three months ended March 31, 2014 and 2013, respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $1.5 million and $1.3 million for the three months ended March 31, 2014 and 2013, respectively.

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The following table sets forth the total dollar amount of change in interest income and interest expense. The changes have been segregated for each major category of interest-earning assets and interest-bearing liabilities into amounts attributable to changes in volume, changes in rates and changes in rates multiplied by volume. Changes attributable to the combined effect of volume and interest rates have been allocated proportionately to the changes due to volume and the changes due to interest rates:

	Three Months Ended March 31, 2014 Compared to 2013 Increase (Decrease) Due to
	Volume			Rate			Total
	(in thousands)
Interest Income
Loans, excluding covered loans, net	$	21,845		$	(62	)	$	21,783
Covered loans, net	(4,329		)	289			(4,040		)
Taxable securities	2,795			(277		)	2,518
Tax exempt securities	1,006			(463		)	543
Interest earning deposits with banks and federal funds sold	(173		)	(14		)	(187		)
Interest income	$	21,144		$	(527	)	$	20,617
Interest Expense
Deposits:
Certificates of deposit	$	24		$	(242	)	$	(218	)
Savings accounts	7			(10		)	(3		)
Interest-bearing demand	54			(124		)	(70		)
Money market accounts	112			(158		)	(46		)
Total interest on deposits	197			(534		)	(337		)
Federal Home Loan Bank advances	150			(107		)	43
Interest expense	$	347		$	(641	)	$	(294	)

Provision for Loan and Lease Losses

Comparison of current quarter to prior year period

During the first quarter of 2014, the Company recorded a $500 thousand recapture of provision for the noncovered loan portfolio and provision expense of $2.4 million for the covered loan portfolio compared with a provision recapture of $1.0 million and provision expense of $980 thousand, respectively, during the first quarter of 2013.

The $500 thousand provision recapture for noncovered loan losses recorded during the current quarter was primarily due to improving credit metrics within the noncovered loan portfolio. The amount of provision was calculated in accordance with the Company’s methodology for determining the ALLL, discussed in Note 6 to the Consolidated Financial Statements in "Item 1. Financial Statements (unaudited)" of this report.

The $2.4 million in provision expense for losses on covered loans in the current period was primarily due to the decrease in the present value of expected future cash flows as remeasured during the current quarter, compared to the present value of expected future cash flows during the fourth quarter of 2013, net of the actual cash flows received during the quarter. The decrease in the present value of expected future cash flows was due to deterioration in credit quality of the covered portfolio, as measured by past due status. The $2.4 million in provision expense is substantially offset by a $1.9 million favorable adjustment to the change in FDIC loss-sharing asset.

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Noninterest Income

The following table presents the significant components of noninterest income and the related dollar and percentage change from period to period:

	Three Months Ended March 31,
	2014			2013			$ Change			% Change
	(dollars in thousands)
Service charges and other fees	$	12,936		$	7,594		$	5,342		70	%
Merchant services fees	1,870			1,851			19			1	%
Investment securities gains, net	223			370			(147		)	(100	)%
Bank owned life insurance	965			698			267			38	%
Other	2,833			1,628			1,205			74	%
Subtotal	18,827			12,141			6,686			55	%
Change in FDIC loss-sharing asset	(4,819		)	(10,483		)	5,664			(54	)%
Total noninterest income	$	14,008		$	1,658		$	12,350		745	%

Comparison of current quarter to prior year period

Noninterest income was $14.0 million for the first quarter of 2014, compared to $1.7 million for the same period in 2013. The increase was primarily due to increases of $5.3 million in service charges and other fees and $1.2 million in other noninterest income due to the increased customer base from the West Coast acquisition. In addition, the expense recorded for the change in FDIC loss-sharing asset was $5.7 million less in the current quarter compared to the first quarter of 2013.

The change in FDIC loss-sharing asset is a significant component of noninterest income. Changes in the asset are primarily driven by amortization of the asset and the provision recorded for reimbursable losses on covered loans. For the first quarter of 2014, there was $6.5 million of amortization of the asset partially offset by a $1.9 million increase in the asset related to the provision recorded for reimbursable losses on covered loans. For the same period in 2013, there was $9.8 million of amortization of the asset partially offset by a $784 thousand increase in the asset related to the provision recorded for reimbursable losses on covered loans. For additional information on the FDIC loss-sharing asset, please see the "FDIC Loss-sharing Asset" section of Management's Discussion and Analysis and Note 8 to the Consolidated Financial Statements in "Item 1. Financial Statements (unaudited)" of this report.

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Noninterest Expense

The following table presents the significant components of noninterest expense and the related dollar and percentage change from period to period:

	Three Months Ended March 31,
	2014			2013			$ Change			% Change
	(dollars in thousands)
Compensation	$	26,410		$	17,888		$	8,522		48	%
Employee benefits	4,674			3,740			934			25	%
Contract labor	254			25			229			916	%
	31,338			21,653			9,685			45	%
All other noninterest expense:
Occupancy	8,244			4,753			3,491			73	%
Merchant processing	980			857			123			14	%
Advertising and promotion	769			870			(101		)	(12	)%
Data processing and communications	3,520			2,580			940			36	%
Legal and professional services	2,169			2,050			119			6	%
Taxes, license and fees	1,180			1,387			(207		)	(15	)%
Regulatory premiums	1,176			857			319			37	%
Net cost (benefit) of operation of noncovered other real estate owned	327			(54		)	381			(706	)%
Net benefit of operation of covered other real estate owned	(181		)	(2,447		)	2,266			(93	)%
Amortization of intangibles	1,580			1,029			551			54	%
Other	6,284			4,514			1,770			39	%
Total all other noninterest expense	26,048			16,396			9,652			59	%
Total noninterest expense	$	57,386		$	38,049		$	19,337		51	%

Comparison of current quarter to prior year period

Total noninterest expense for the first quarter of 2014 was $57.4 million, an increase of $19.3 million from a year earlier. The increase from the prior year period was primarily due to additional ongoing noninterest expense stemming from the growth resulting from the West Coast acquisition as well as a reduction in the net benefit of covered other real estate owned. In addition, acquisition-related expenses were $966 thousand during the current quarter compared to $723 thousand for the prior year period.

The following table shows the impact of the acquisition-related expenses for the periods indicated to the various components of noninterest expense:

	Three Months Ended
	March 31,
	2014		2013
	(in thousands)
Noninterest Expense
Compensation and employee benefits	$	581	$	—
Occupancy	139		5
Advertising and promotion	—		16
Data processing and communications	—		40
Legal and professional fees	187		508
Other	59		154
Total impact of acquisition-related costs to noninterest expense	$	966	$	723

37

The following table presents selected items included in other noninterest expense and the associated change from period to period:

	Three Months Ended March 31,						Increase (Decrease) Amount
	2014			2013 (1)
	(in thousands)
Postage	$	902		$	473		$	429
Software support & maintenance	550			362			188
Supplies	380			210			170
Insurance	402			261			141
ATM Network	289			271			18
Travel	422			270			152
Employee expenses	299			199			100
Sponsorships and charitable contributions	602			245			357
Directors fees	169			153			16
Federal Reserve Bank processing fees	67			45			22
CRA partnership investment expense	266			—			266
Investor relations	38			138			(100		)
Other personal property owned	(124		)	(104		)	(20		)
FDIC clawback expense	204			231			(27		)
Miscellaneous	1,818			1,760			58
Total other noninterest expense	$	6,284		$	4,514		$	1,770

__________

(1) Reclassified to conform to current period's presentation.

In managing our business, we review the efficiency ratio, on a fully taxable-equivalent basis. Our efficiency ratio (noninterest expense, excluding net cost of operation of other real estate, FDIC clawback liability expense and acquisition-related expenses, divided by the sum of net interest income on a tax equivalent basis, excluding incremental accretion income on acquired loan portfolios, premium amortization on acquired securities portfolios, and prepayment charges on FHLB advances, and noninterest income, excluding any gain/loss on sale of investment securities, gain on bank acquisition, and the change in the FDIC indemnification asset) was 66.49% for the first quarter of 2014 compared to 68.68% for the first quarter 2013.

Income Taxes

We recorded an income tax provision of $8.8 million for the first quarter of 2014, compared to a provision of $4.9 million for the same period in 2013, with an effective tax rate of 31% and 29%, respectively. Our effective tax rate increased compared to the prior year period primarily due to the acquisition of West Coast. The majority of West Coast’s operations were located in the State of Oregon which has a state income tax. As a result, a larger portion of our income was subject to state income taxes. Our effective tax rate remained lower than the statutory tax rate due to our nontaxable income generated from tax-exempt loans and municipal bonds, investments in bank owned life insurance, and low income housing credits. For additional information, please refer to the Company's annual report on Form 10-K for the year ended December 31, 2013.

FINANCIAL CONDITION

Total assets were $7.24 billion as of March 31, 2014, an increase of $75.5 million, or 1% from $7.16 billion at December 31, 2013. The increase was primarily due to an increases in noncovered loans and cash and cash equivalents, partially offset by a decrease in investment securities.

38

Investment Securities

At March 31, 2014, the Company held investment securities totaling $1.64 billion compared to $1.66 billion at December 31, 2013. All of our securities are classified as available for sale and carried at fair value. The decrease in the investment securities portfolio from year-end is due to $42.7 million in maturities and sales and $3.7 million in premium amortization, partially offset by $10.8 million in purchases and a $10.9 million increase in fair value of securities in the portfolio. The average duration of our investment portfolio was approximately 3 years and 10 months at March 31, 2014. This duration takes into account calls, where appropriate, and consensus prepayment speeds.

The investment securities are used by the Company as a component of its balance sheet management strategies. From time-to-time securities may be sold to reposition the portfolio in response to strategies developed by the Company’s asset liability committee. In accordance with our investment strategy, management monitors market conditions with a view to realize gains on its available for sale securities portfolio when prudent.

The Company performs a quarterly assessment of the debt and equity securities in its investment portfolio that have an unrealized loss to determine whether the decline in the fair value of these securities below their amortized cost basis is other-than-temporary. Impairment is considered other-than-temporary when it becomes probable that the Company will be unable to recover the entire amortized cost basis of its investment. The Company’s impairment assessment takes into consideration factors such as the length of time and the extent to which the market value has been less than cost, defaults or deferrals of scheduled interest or principal, external credit ratings and recent downgrades, and whether the Company intends to sell the security and whether it is more likely than not it will be required to sell the security prior to recovery of its amortized cost basis. If a decline in fair value is judged to be other-than-temporary, the cost basis of the individual security is written down to fair value which then becomes the new cost basis. The new cost basis is not adjusted for subsequent recoveries in fair value.

When there are credit losses associated with an impaired debt security and the Company does not have the intent to sell the security and it is more likely than not that it will not have to sell the security before recovery of its cost basis, the Company will separate the amount of the impairment into the amount that is credit-related and the amount related to non-credit factors. The credit-related impairment is recognized in earnings and the non-credit-related impairment is recognized in accumulated other comprehensive income.

At March 31, 2014, the market value of securities available for sale had a net unrealized loss of $5.4 million compared to a net unrealized loss of $16.4 million at December 31, 2013. The change in valuation was the result of fluctuations in market interest rates subsequent to purchase. At March 31, 2014, the Company had $922.7 million of investment securities with gross unrealized losses of $28.7 million; however, we did not consider these investment securities to be other-than-temporarily impaired.

The following table sets forth our securities portfolio by type for the dates indicated:

	March 31, 2014		December 31, 2013
	(in thousands)
Securities Available for Sale
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	912,298	$	948,408
State and municipal securities	373,680		364,470
U.S. government and government-sponsored enterprise securities	327,986		326,039
U.S. government securities	20,303		20,114
Other securities	5,103		5,080
Total	$	1,639,370	$	1,664,111

For further information on our investment portfolio see Note 4 of the Consolidated Financial Statements in "Item 1. Financial Statements (unaudited)" of this report.

39

Credit Risk Management

The extension of credit in the form of loans or other credit products to individuals and businesses is one of our principal business activities. Our policies and applicable laws and regulations require risk analysis as well as ongoing portfolio and credit management. We manage our credit risk through lending limit constraints, credit review, approval policies, and extensive, ongoing internal monitoring. We also manage credit risk through diversification of the loan portfolio by type of loan, type of industry, type of borrower and by limiting the aggregation of debt limits to a single borrower. The monitoring process for our loan portfolio includes periodic reviews of individual loans with risk ratings assigned to each loan. We review these loans to assess the ability of the borrower to service all of its interest and principal obligations and, as a result, the risk rating may be adjusted accordingly. In the event that full collection of principal and interest is not reasonably assured, the loan is appropriately downgraded and, if warranted, placed on nonaccrual status even though the loan may be current as to principal and interest payments. Additionally, we review these types of loans for impairment in accordance with the Receivables topic of the FASB ASC. Impaired loans are considered for nonaccrual status and will typically remain as such until all principal and interest payments are brought current and the prospects for future payments in accordance with the loan agreement appear relatively certain.

Loan policies, credit quality criteria, loan portfolio guidelines and other credit approval processes are established under the guidance of our Chief Credit Officer and approved, as appropriate, by the Board of Directors. The Company’s Credit Administration department and loan committee have the responsibility for administering the credit approval process. As another part of its control process, we use an independent internal credit review and examination function to provide assurance that loans and commitments are made and maintained as prescribed by our credit policies. This includes a review of documentation when the loan is initially extended and subsequent monitoring to assess continued performance and proper risk assessment.

Loan Portfolio Analysis

We are a full service commercial bank, which originates a wide variety of loans, and focuses its lending efforts on originating commercial business and commercial real estate loans.

The following table sets forth the Company’s loan portfolio by type of loan for the dates indicated:

	March 31, 2014			% of Total		December 31, 2013			% of Total
	(dollars in thousands)
Commercial business	$	1,601,676		37.3	%	$	1,561,782		37.0	%
Real estate:
One-to-four family residential	105,141			2.4	%	108,317			2.6	%
Commercial and multifamily residential	2,113,609			49.3	%	2,080,075			49.2	%
Total real estate	2,218,750			51.7	%	2,188,392			51.8	%
Real estate construction:
One-to-four family residential	57,310			1.3	%	54,155			1.3	%
Commercial and multifamily residential	130,809			3.0	%	126,390			3.0	%
Total real estate construction	188,119			4.3	%	180,545			4.3	%
Consumer	351,255			8.2	%	357,014			8.5	%
Subtotal	4,359,800			101.5	%	4,287,733			101.6	%
Less: Net unearned income	(62,724		)	(1.5	)%	(68,282		)	(1.6	)%
Total noncovered loans, net of unearned income	4,297,076			100.0	%	4,219,451			100.0	%
Less: Allowance for loan and lease losses	(50,442		)			(52,280		)
Noncovered loans, net	4,246,634					4,167,171
Covered loans, net of allowance for loan losses of ($20,129) and ($20,174), respectively	260,158					277,671
Total loans, net	$	4,506,792				$	4,444,842
Loans held for sale	$	—				$	735

40

Total noncovered loans increased $77.6 million, or 2%, from year-end 2013. The increase in noncovered loans was driven by originations of over $210 million during the current quarter. The noncovered loan portfolio continues to be diversified, with the intent to mitigate risk by minimizing concentration in any one segment. The $62.7 million in unearned income recorded at March 31, 2014 was comprised of $55.4 million in discount on acquired loans and $7.3 million in deferred loan fees. The $68.3 million in unearned income recorded at December 31, 2013 consisted of $61.4 million in discount on acquired loans and $6.9 million in deferred loan fees.

Commercial Loans: We are committed to providing competitive commercial lending in our primary market areas. Management expects a continued focus within its commercial lending products and to emphasize, in particular, relationship banking with businesses, and business owners.

Real Estate Loans: One-to-four family residential loans are secured by properties located within our primary market areas and, typically, have loan-to-value ratios of 80% or lower at origination. Our underwriting standards for commercial and multifamily residential loans generally require that the loan-to-value ratio for these loans not exceed 75% of appraised value, cost, or discounted cash flow value, as appropriate, and that commercial properties maintain debt coverage ratios (net operating income divided by annual debt servicing) of 1.2 or better. However, underwriting standards can be influenced by competition and other factors. We endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.

Real Estate Construction Loans: We originate a variety of real estate construction loans. Underwriting guidelines for these loans vary by loan type but include loan-to-value limits, term limits and loan advance limits, as applicable. Our underwriting guidelines for commercial and multifamily residential real estate construction loans generally require that the loan-to-value ratio not exceed 75% and stabilized debt coverage ratios (net operating income divided by annual debt servicing) of 1.2 or better. As noted above, underwriting standards can be influenced by competition and other factors. However, we endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.

Consumer Loans: Consumer loans include automobile loans, boat and recreational vehicle financing, home equity and home improvement loans and miscellaneous personal loans.

Foreign Loans: The Company has no material foreign activities. Substantially all of the Company’s loans and unfunded commitments are geographically concentrated in its service areas within the states of Washington and Oregon.

Covered Loans: Covered loans are comprised of loans and loan commitments acquired in connection with the 2011 FDIC-assisted acquisitions of First Heritage Bank and Summit Bank, as well as the 2010 FDIC-assisted acquisitions of Columbia River Bank and American Marine Bank. These loans are generically referred to as covered because they are generally subject to one of the loss-sharing agreements between the Company and the FDIC. The loss-sharing agreements relating to the 2010 FDIC-assisted transactions limit the Company’s losses to 20% of the contractual balance outstanding up to a stated threshold amount of $206.0 million for Columbia River Bank and $66.0 million for American Marine Bank. If losses exceed the stated threshold, the Company’s share of the remaining losses decreases to 5%. The loss-sharing agreements relating to the 2011 FDIC-assisted transactions limit the Company's losses to 20% of the contractual balance outstanding. The loss-sharing provisions of the 2010 and 2011 agreements for commercial and single family residential mortgage loans are in effect for five years and ten years, respectively, from the acquisition dates and the loss recovery provisions for such loans are in effect for eight years and ten years, respectively, from the acquisition dates. At March 31, 2014, approximately 95% of covered loans were subject to an FDIC loss-sharing agreement and approximately 89% were accounted for as acquired, impaired loans.

41

The following tables are a rollforward of acquired, impaired loans accounted for under ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality for the three months ended March 31, 2014 and 2013:

	Contractual			Nonaccretable			Accretable			Carrying
	Cash Flows			Difference			Yield			Amount
	(in thousands)
Balance at January 1, 2014	$	364,336		$	(11,855	)	$	(103,907	)	$	248,574
Principal reductions	(19,308		)	—			—			(19,308		)
Accretion of loan discount	—			—			10,569			10,569
Changes in contractual and expected cash flows due to remeasurement	5,909			2,499			(11,031		)	(2,623		)
Disposals	(8,116		)	151			2,826			(5,139		)
Balance at March 31, 2014	$	342,821		$	(9,205	)	$	(101,543	)	$	232,073

	Contractual			Nonaccretable			Accretable			Carrying
	Cash Flows			Difference			Yield			Amount
	(in thousands)
Balance at January 1, 2013	$	556,108		$	(37,371	)	$	(166,888	)	$	351,849
Principal reductions	(38,124		)	—			—			(38,124		)
Accretion of loan discount	—			—			14,477			14,477
Changes in contractual and expected cash flows due to remeasurement	(1,118		)	7,235			(7,149		)	(1,032		)
Disposals	(2,590		)	144			774			(1,672		)
Balance at March 31, 2013	$	514,276		$	(29,992	)	$	(158,786	)	$	325,498

For additional information on our loan portfolio, including amounts pledged as collateral on borrowings, see Note 5 and Note 8 to the Consolidated Financial Statements in "Item 1. Financial Statements (unaudited)" of this report.

Nonperforming Assets

Nonperforming assets consist of: (i) nonaccrual loans; (ii) other real estate owned; and (iii) other personal property owned.

Nonaccrual noncovered loans: The consolidated financial statements are prepared according to the accrual basis of accounting. This includes the recognition of interest income on the loan portfolio, unless a loan is placed on a nonaccrual basis, which occurs when there are serious doubts about the collectability of principal or interest. Generally our policy is to discontinue the accrual of interest on all loans past due 90 days or more and place them on nonaccrual status. When a noncovered loan is placed on nonaccrual status, any accrued but unpaid interest on that date is removed from interest income.

Covered loans: We consider covered loans to be performing due to the application of the yield accretion method under ASC Topic 310-30. Topic 310-30 allows us to aggregate credit-impaired loans acquired in the same fiscal quarter into one or more pools, provided the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. The covered loans acquired are and will continue to be subject to the Company’s internal and external credit review and monitoring. Any credit deterioration experienced subsequent to the initial acquisition will result in a provision for loan losses being charged to earnings. These provisions will be mostly offset by an increase to the FDIC loss-sharing asset and will be recognized in noninterest income.

42

The following table set forth, at the dates indicated, information with respect to our noncovered nonaccrual loans and total noncovered nonperforming assets:

	March 31, 2014		December 31, 2013
	(in thousands)
Nonperforming assets, excluding covered assets
Nonaccrual loans:
Commercial business	$	14,541	$	12,609
Real estate:
One-to-four family residential	2,900		2,667
Commercial and multifamily residential	11,050		11,043
Total real estate	13,950		13,710
Real estate construction:
One-to-four family residential	3,026		3,705
Total real estate construction	3,026		3,705
Consumer	4,880		3,991
Total nonaccrual loans	36,397		34,015
Noncovered other real estate owned and other personal property owned	15,924		23,918
Total nonperforming noncovered assets	$	52,321	$	57,933
Total assets	$	7,237,053	$	7,161,582
Covered assets, net	274,896		289,790
Noncovered assets	$	6,962,157	$	6,871,792

At March 31, 2014, nonperforming noncovered assets were $52.3 million, compared to $57.9 million at December 31, 2013. Nonperforming noncovered assets decreased $5.6 million during the three months ended March 31, 2014 as a result of $2.4 million in loan payments, $2.0 million in loans returning to accrual status, $7.3 million in OREO and OPPO sales, $2.3 million in loan and OREO write-downs, partially offset by $8.4 million in new nonaccrual loans. The percent of nonperforming, noncovered assets to period-end noncovered assets at March 31, 2014 was 0.75% compared to 0.84% for December 31, 2013.

Other Real Estate Owned: During the three months ended March 31, 2014, noncovered OREO decreased $8.0 million. The following table sets forth activity in noncovered OREO for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Noncovered OREO:
Balance, beginning of period	$	23,834		$	10,676
Transfers in, net of write-downs ($0 and $32, respectively)	244			2,709
Additional OREO write-downs	(929		)	(93		)
Proceeds from sale of OREO property	(8,102		)	(1,565		)
Gain on sale of OREO, net	793			189
Total noncovered OREO, end of period	$	15,840		$	11,916

43

Allowance for Loan and Lease Losses

We maintain an allowance for loan and lease losses (“ALLL”) to absorb losses inherent in the loan portfolio. The size of the ALLL is determined through quarterly assessments of the probable estimated losses in the loan portfolio. Our methodology for making such assessments and determining the adequacy of the ALLL includes the following key elements:

1. General valuation allowance consistent with the Contingencies topic of the FASB ASC.

2. Classified loss reserves on specific relationships. Specific allowances for identified problem loans are determined in accordance with the Receivables topic of the FASB ASC.

3. The unallocated allowance provides for other credit losses inherent in our loan portfolio that may not have been contemplated in the general and specific components of the allowance. This unallocated amount generally comprises less than 5% of the allowance. The unallocated amount is reviewed periodically based on trends in credit losses, the results of credit reviews and overall economic trends.

On a quarterly basis our Chief Credit Officer reviews with Executive Management and the Board of Directors the various additional factors that management considers when determining the adequacy of the ALLL, including economic and business condition reviews. Factors which influenced management’s judgment in determining the amount of the additions to the ALLL charged to operating expense include the following as of the applicable balance sheet dates:

• Existing general economic and business conditions affecting our market place

• Credit quality trends

• Historical loss experience

• Seasoning of the loan portfolio

• Bank regulatory examination results

• Findings of internal credit examiners

• Duration of current business cycle

• Specific loss estimates for problem loans

The ALLL is increased by provisions for loan and lease losses (“provision”) charged to expense, and is reduced by loans charged off, net of recoveries or recapture of previous provision. While we believe the best information available is used by us to determine the ALLL, changes in market conditions could result in adjustments to the ALLL, affecting net income, if circumstances differ from the assumptions used in determining the ALLL.

In addition to the ALLL, we maintain an allowance for unfunded commitments and letters of credit. We report this allowance as a liability on our Consolidated Balance Sheet. We determine this amount using estimates of the probability of the ultimate funding and losses related to those credit exposures. This methodology is similar to the methodology we use for determining the adequacy of our ALLL. For additional information on our allowance for unfunded commitments and letters of credit, see Note 5 to the Consolidated Financial Statements presented elsewhere in this report.

At March 31, 2014, our allowance for loan and lease losses for noncovered loans was $50.4 million, or 1.17% of total noncovered loans (excluding loans held for sale) and 139% of nonperforming, noncovered loans. This compares with an allowance of $52.3 million, or 1.24% of total noncovered loans (excluding loans held for sale), and 154% of nonperforming, noncovered loans at December 31, 2013. The allowance as a percentage of total noncovered loans remains low compared to the March 31, 2013 ratio of 1.95% due to including acquired loans in the ratio, for which only a small allowance was estimated at quarter-end given management's judgment that current net acquisition accounting adjustments still significantly address the estimated credit losses in acquired loans. Excluding acquired loans, the allowance at March 31, 2014 represented 1.46% of noncovered loans compared to 1.58% at December 31, 2013. This decrease compared to December 31, 2013 reflects improvements in core asset quality during current year.

44

The following table provides an analysis of the Company’s allowance for loan and lease losses for noncovered loans at the dates and the periods indicated:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Beginning balance	$	52,280		$	52,244
Charge-offs:
Commercial business	(233		)	(1,314		)
One-to-four family residential	(207		)	(116		)
Commercial and multifamily residential	(1,023		)	(783		)
One-to-four family residential construction	—			(133		)
Consumer	(727		)	(171		)
Total charge-offs	(2,190		)	(2,517		)
Recoveries:
Commercial business	490			113
One-to-four family residential	28			—
Commercial and multifamily residential	39			93
One-to-four family residential construction	42			2,139
Consumer	253			47
Total recoveries	852			2,392
Net charge-offs	(1,338		)	(125		)
Provision (recapture) for loan and lease losses	(500		)	(1,000		)
Ending balance	$	50,442		$	51,119
Total noncovered loans, net at end of period, excluding loans held of sale	$	4,297,076		$	2,621,212
Allowance for loan and lease losses to period-end noncovered loans	1.17		%	1.95		%
Allowance for unfunded commitments and letters of credit
Beginning balance	$	2,505		$	1,915
Net changes in the allowance for unfunded commitments and letters of credit	(50		)	—
Ending balance	$	2,455		$	1,915

45

FDIC Loss-sharing Asset

The Company has elected to account for amounts receivable under loss-sharing agreements with the FDIC as an indemnification asset in accordance with the Business Combinations topic of the FASB ASC. The FDIC indemnification asset is initially recorded at fair value, based on the discounted expected future cash flows under the loss-sharing agreements.

Subsequent to initial recognition, the FDIC indemnification asset is reviewed quarterly and adjusted for any changes in expected cash flows. These adjustments are measured on the same basis as the related covered loans. Any decrease in expected cash flows from the covered assets due to an increase in expected credit losses will increase the FDIC indemnification asset and any increase in expected future cash flows from the covered assets due to a decrease in expected credit losses will decrease the FDIC indemnification asset. Increases and decreases to the FDIC loss-sharing asset are recorded as adjustments to noninterest income.

At March 31, 2014, the FDIC loss-sharing asset was $36.8 million which was comprised of a $30.5 million FDIC indemnification asset and a $6.3 million FDIC receivable. The FDIC receivable represents the amounts due from the FDIC for claims related to covered losses the Company has incurred net of amounts due to the FDIC relating to shared recoveries.

The following table summarizes the activity related to the FDIC loss-sharing asset for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	39,846		$	96,354
Adjustments not reflected in income:
Cash payments to (from) the FDIC	1,678			(3,119		)
FDIC reimbursable losses, net	132			363
Adjustments reflected in income:
Amortization, net	(6,452		)	(9,779		)
Loan impairment	1,938			784
Sale of other real estate	(756		)	(1,346		)
Write-downs of other real estate	516			52
Other	(65		)	(194		)
Balance at end of period	$	36,837		$	83,115

For additional information on the FDIC loss-sharing asset, please see Note 8 to the Consolidated Financial Statements presented elsewhere in this report.

Liquidity and Sources of Funds

Our primary sources of funds are customer deposits. Additionally, we utilize advances from the FHLB of Seattle, the FRB of San Francisco, and wholesale repurchase agreements to supplement our funding needs. These funds, together with loan repayments, loan sales, retained earnings, equity and other borrowed funds are used to make loans, to acquire securities and other assets, and to fund continuing operations.

Deposit Activities

Our deposit products include a wide variety of transaction accounts, savings accounts and time deposit accounts. Core deposits (demand deposit, savings, money market accounts and certificates of deposit less than $100,000) increased $72.1 million since year-end 2013.

46

We have established a branch system to serve our consumer and business depositors. In addition, management’s strategy for funding asset growth is to make use of brokered and other wholesale deposits on an as-needed basis. The Company participates in the Certificate of Deposit Account Registry Service (CDARS^®) program. CDARS^® is a network that allows participating banks to offer extended FDIC deposit insurance coverage on time deposits. The Company also participates in a similar program to offer extended FDIC deposit insurance coverage on money market accounts. These extended deposit insurance programs are generally available only to existing customers and are not used as a means of generating additional liquidity. At March 31, 2014 CDARS^® deposits and brokered money market deposits were $84.5 million, or 1% of total deposits, compared to $61.3 million at year-end 2013. The brokered deposits have varied maturities.

The following table sets forth the Company’s deposit base by type of product for the dates indicated:

	March 31, 2014				December 31, 2013
	Balance		% of Total		Balance		% of Total
	(dollars in thousands)
Core deposits:
Demand and other non-interest bearing	$	2,225,212	36.8	%	$	2,171,703	36.4	%
Interest bearing demand	1,188,109		19.7	%	1,170,006		19.6	%
Money market	1,545,802		25.6	%	1,569,261		26.3	%
Savings	530,112		8.8	%	496,444		8.3	%
Certificates of deposit less than $100,000	279,199		4.6	%	288,943		4.9	%
Total core deposits	5,768,434		95.5	%	5,696,357		95.5	%
Certificates of deposit greater than $100,000	191,175		3.1	%	201,498		3.5	%
Certificates of deposit insured by CDARS®	19,380		0.3	%	19,488		0.3	%
Brokered money market accounts	65,138		1.1	%	41,765		0.7	%
Subtotal	6,044,127		100.0	%	5,959,108		100.0	%
Premium resulting from acquisition date fair value adjustment	289				367
Total deposits	$	6,044,416			$	5,959,475

Borrowings

We rely on FHLB advances and FRB borrowings as another source of both short and long-term funding. FHLB advances and FRB borrowings are secured by bonds within our investment portfolio, residential, commercial and commercial real estate loans. At March 31, 2014 we had FHLB advances of $6.0 million, before acquisition date fair value adjustments compared to$36.0 million at December 31, 2013.

We also utilize wholesale repurchase agreements as a supplement to our funding sources. Our wholesale repurchase agreements are secured by mortgage-backed securities. At March 31, 2014 and December 31, 2013 we had repurchase agreements of $25.0 million, which mature in 2018. Management anticipates we will continue to rely on FHLB advances, FRB borrowings, and wholesale repurchase agreements in the future and we will use those funds primarily to make loans and purchase securities.

Contractual Obligations & Commitments

We are party to many contractual financial obligations, including repayment of borrowings, operating and equipment lease payments, commitments to extend credit and investments in affordable housing partnerships. At March 31, 2014, we had commitments to extend credit of $1.39 billion compared to $1.41 billion at December 31, 2013.

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Capital Resources

Shareholders’ equity at March 31, 2014 was $1.07 billion, an increase from $1.05 billion at December 31, 2013. Shareholders’ equity was 15% of total period-end assets at March 31, 2014 and December 31, 2013.

Capital Ratios: Banking regulations require bank holding companies to maintain a minimum “leverage” ratio of core capital to adjusted quarterly average total assets of at least 3%. In addition, banking regulators have adopted risk-based capital guidelines, under which risk percentages are assigned to various categories of assets and off-balance sheet items to calculate a risk-adjusted capital ratio. Tier I capital generally consists of preferred stock, common shareholders’ equity, and trust preferred obligations, less goodwill and certain identifiable intangible assets, while Tier II capital includes the allowance for loan losses and subordinated debt, both subject to certain limitations. Regulatory minimum risk-based capital guidelines require Tier I capital of 4% of risk-adjusted assets and total capital (combined Tier I and Tier II) of 8% to be considered “adequately capitalized”.

Federal Deposit Insurance Corporation regulations set forth the qualifications necessary for a bank to be classified as “well capitalized”, primarily for assignment of FDIC insurance premium rates. To qualify as “well capitalized,” banks must have a Tier I risk-adjusted capital ratio of at least 6%, a total risk-adjusted capital ratio of at least 10%, and a leverage ratio of at least 5%. Failure to qualify as “well capitalized” can negatively impact a bank’s ability to expand and to engage in certain activities.

The Company and its banking subsidiary qualify as “well-capitalized” at March 31, 2014 and December 31, 2013. The following table presents the regulatory standards for adequately capitalized and well-capitalized institutions and the capital ratios for the Company and its banking subsidiary at March 31, 2014 and December 31, 2013:

	Company				Columbia Bank				Requirements
	March 31, 2014		December 31, 2013		March 31, 2014		December 31, 2013		Adequately capitalized		Well- Capitalized
Total risk-based capital ratio	14.83	%	14.68	%	13.80	%	13.52	%	8.00	%	10.00	%
Tier 1 risk-based capital ratio	13.58	%	13.43	%	12.55	%	12.27	%	4.00	%	6.00	%
Leverage ratio	10.50	%	10.19	%	9.70	%	9.29	%	4.00	%	5.00	%

Stock Repurchase Program

In 2011, the Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 2 million shares of its outstanding shares of common stock. The Company intends to purchase the shares from time to time in the open market or in private transactions, under conditions which allow such repurchases to be accretive to earnings per share while maintaining capital ratios that exceed the guidelines for a well-capitalized financial institution. No shares were repurchased under the stock repurchase program during the first three months of 2014.

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Non-GAAP Financial Measures

The Company considers operating net interest margin to be an important measurement as it more closely reflects the ongoing operating performance of the Company. Despite the importance of the operating net interest margin to the Company, there is no standardized definition for it and, as a result, the Company's calculations may not be comparable with other organizations. Also, there may be limits in the usefulness of this measure to investors. As a result, the Company encourages readers to consider its consolidated financial statements in their entirety and not to rely on any single financial measure.

The following table reconciles the Company's calculation of the operating net interest margin to the net interest margin for the periods indicated:

	Three Months Ended March 31,
	2014		2013
Net interest margin	4.85	%	5.06	%
Adjustments to net interest margin to arrive at operating net interest margin:
Incremental accretion income on FDIC acquired impaired loans	(0.41	)%	(0.77	)%
Incremental accretion income on other FDIC acquired loans	(0.01	)%	(0.10	)%
Incremental accretion income on other acquired loans	(0.36	)%	—	%
Premium amortization on acquired securities	0.10	%	—	%
Interest reversals on nonaccrual loans	0.02	%	0.02	%
Operating net interest margin	4.19	%	4.21	%

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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A number of measures are used to monitor and manage interest rate risk, including income simulations and interest sensitivity (gap) analysis. An income simulation model is the primary tool used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Basic assumptions in the model include prepayment speeds on mortgage-related assets, cash flows and maturities of other investment securities, loan and deposit volumes and pricing. These assumptions are inherently subjective and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. At March 31, 2014, based on the measures used to monitor and manage interest rate risk, there has not been a material change in the Company’s interest rate risk since December 31, 2013. For additional information, refer to Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s 2013 Annual Report on Form 10-K.

Item 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Based on that evaluation, the CEO and CFO have concluded that as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that the information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is (i) accumulated and communicated to our management (including the CEO and CFO) to allow timely decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Controls Over Financial Reporting

There was no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

On June 24, 2009, West Coast Trust, which as a result of our acquisition of West Coast Bancorp (“West Coast”) is now a subsidiary of the Company, was served with an Objection to Personal Representative's Petition and Petition for Surcharge of Personal Representative in Linn County Circuit Court. The petition was filed by the beneficiaries of the estate of Archie Q. Adams, for which West Coast Trust acts as the personal representative. The petitioners allege a breach of fiduciary duty with respect to West Coast Trust's prior sale of real property owned by the Adams estate and sought relief in the form of a surcharge to West Coast Trust of $215.6 million, the amount of the alleged loss to the estate. West Coast Trust filed a motion to dismiss on July 2, 2009, which was granted in a letter ruling dated September 15, 2009. Petitioners appealed and briefs have been filed. Appeals Court oral arguments were heard in November, 2012, and the Company has not yet received the Appeals Court decision. The Company believes the appeal and underlying petition are without merit.

On October 3, 2012, a class action complaint was filed in the Circuit Court of the State of Oregon for the County of Multnomah against West Coast, its directors, and the Company challenging the merger: Gary M. Klein v. West Coast Bancorp, et al., Case No. 1210-12431. The complaint names as defendants West Coast, all of the former members of West Coast's board of directors, and the Company. The complaint alleges that the West Coast directors breached their fiduciary duties to West Coast and West Coast shareholders by agreeing to the merger at an unfair price. The complaint also alleges that the merger was being driven by an unfair process, that the directors approved provisions in the merger agreement that constitute preclusive deal protection devices, that certain large shareholders of West Coast were using the merger as an opportunity to sell their illiquid holdings in West Coast, and that West Coast directors and officers would obtain personal benefits from the merger not shared equally by other West Coast shareholders. The complaint further alleges that West Coast and the Company aided and abetted the directors' alleged breaches of their fiduciary duties. Thereafter, a second lawsuit challenging the merger was filed in the Circuit Court of the State of Oregon for Clackamas County: Leoni v. West Coast Bancorp et al., Case No. CV12100728. The two lawsuits were consolidated for all purposes in the Circuit Court of the State of Oregon for Multnomah County.

While the Company believed that the claims in both complaints were without merit, the Company agreed, in order to avoid the expense and burden of continued litigation and pursuant to the terms of the proposed settlement, to make certain supplemental disclosures in the joint proxy statement/prospectus related to the merger. Accordingly, prior to the closing of the merger on April 1, 2013, West Coast and the other defendants in the two actions entered into a memorandum of understanding to settle both actions. Pursuant to the memorandum of understanding, Plaintiffs’ counsel conducted certain confirmatory discovery, and the Company approved the form of a stipulation of settlement, which was been executed by the parties. The stipulation of settlement was subject to customary conditions, including court approval following notice to West Coast's stockholders. On February 18, 2014, the Circuit Court of the State of Oregon for Multnomah County conducted a final hearing to consider the fairness, reasonableness, and adequacy of the settlement and entered a Final Judgment on the matter. The judgment resolves and releases all claims in all actions that were or could have been brought challenging any aspect of the merger, the merger agreement, and any disclosure made in connection therewith.

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Item 1A. RISK FACTORS

Refer to Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 for a discussion of risk factors relating to the Company’s business. The Company believes that there has been no material change in its risk factors as previously disclosed in the Company’s Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Not applicable

(b) Not applicable

(c) The following table provides information about repurchases of common stock by the Company during the quarter ended March 31, 2014

Period	Total Number of Common Shares Purchased (1)	Average Price Paid per Common Share		Total number of Shares Purchased as Part of Publicly Announced Plan (2)	Maximum Number of Remaining Shares That May Be Purchased at Period End Under the Plan
1/1/2014 - 1/31/2014	—	$	—	—	2,000,000
2/1/2014 - 2/28/2014	20,419	25.35		—	2,000,000
3/1/2014 - 3/31/2014	161	28.94		—	2,000,000
	20,580	$	25.38	—

(1) Common shares repurchased by the Company during the quarter consist of cancellation of 20,580 shares of common stock to pay withholding taxes. During the three months ended March 31, 2014, no shares were repurchased pursuant to the Company’s publicly announced corporate stock repurchase plan described in (2) below.

(2) The repurchase plan, which was approved by the Board and announced in 2011, originally authorized the repurchase of up to 2 million shares.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

10.1*+	Supplemental Executive Retirement Plan Agreement between the Company and David Lawson, effective July 1, 2013.
31.1+	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32+	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101+	The following financial information from Columbia Banking System, Inc’s. Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 is formatted in XBRL: (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income, (iv) the Unaudited Consolidated Statements of Changes in Shareholders' Equity, (v) the Unaudited Consolidated Statements of Cash Flows, and (vi) the Notes to Unaudited Consolidated Financial Statements.

*    Management contract or compensatory plan or arrangement

+    Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		COLUMBIA BANKING SYSTEM, INC.
Date:	May 9, 2014	By	/s/ MELANIE J. DRESSEL
			Melanie J. Dressel
			President and Chief Executive Officer (Principal Executive Officer)
Date:	May 9, 2014	By	/s/ CLINT E. STEIN
			Clint E. Stein
			Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

10.1*+	Supplemental Executive Retirement Plan Agreement between the Company and David Lawson, effective July, 2013.
31.1+	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32+	Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101+	The following financial information from Columbia Banking System, Inc.'s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 is formatted in XBRL: (i) the Unaudited Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Income, (iii) the Unaudited Consolidated Statements of Comprehensive Income, (iv) the Unaudited Consolidated Statements of Changes in Shareholders' Equity, (v) the Unaudited Consolidated Statements of Cash Flows, and (vi) the Notes to Unaudited Consolidated Financial Statements.

*    Management contract or compensatory plan or arrangement

+    Filed herewith

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EX-10.1

EXHIBIT 10.1

COLUMBIA STATE BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

ARTICLE I

PURPOSE AND EFFECTIVE DATE

The purpose of this Supplemental Executive Retirement Plan (hereinafter the “Plan”) is to provide supplemental retirement benefits for certain key employees of COLUMBIA STATE BANK (hereinafter “Bank” or “Employer”), a bank organized and existing under the laws of the state of Washington. It is intended that the Plan will aid in retaining and attracting individuals of exceptional ability by providing them with these benefits. This Columbia State Bank Supplemental Executive Retirement Plan Agreement (hereinafter “Agreement”) is made and entered into effective as of July 1, 2013, by and between Columbia State Bank (hereinafter “Bank” or “Employer”) and David Lawson (hereinafter “Executive” or “Participant”).

WHEREFORE, the Bank and Executive hereby agree to the following;

ARTICLE II

DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

2.1    Actuarial Equivalent. The term “Actuarial Equivalent” means equivalence in value between two or more forms and/or times of payment based on a determination by an actuary chosen by the Committee, using sound actuarial assumptions at the time of such determination.

2.2    Administrator. The Bank shall be the "Administrator" and, solely for the purposes of ERISA (as defined below), the "fiduciary" of this Agreement where a fiduciary is required by ERISA.

2.3    Applicable Percentage. The term “Applicable Percentage” is the percentage of the Executive Benefit to which Executive shall be entitled based on (a) the date on which the Executive Separates From Service or Terminates Employment with the Bank or (b) one hundred percent (100%), as stipulated herein for certain described events (such as Involuntary Termination or Termination for Good Reason within two years following a Change in Control, or the Executive's Disability). Subject to the forgoing, the Applicable Percentage shall be as follows:

DATE OF SEPARATION FROM SERVICE APPLICABLE PERCENTAGE

July 1, 2013 through June 30, 2014	0%
July 1, 2014 through June 30, 2015	15%
July 1, 2015 through June 30, 2016	20%
July 1, 2016 through June 30, 2017	25%
July 1, 2017 through June 30, 2018	30%

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July 1, 2018 through June 30, 2019	35%
July 1, 2019 through June 30, 2020	40%
July 1, 2020 through June 30, 2021	45%
July 1, 2021 through June 30, 2022	50%
July 1, 2022 through June 30, 2023	55%
July 1, 2023 through June 30, 2024	60%
July 1, 2024 through June 30, 2025	65%
July 1, 2025 through June 30, 2026	70%
July 1, 2026 through June 30, 2027	75%
July 1, 2027 through June 30, 2028	80%
July 1, 2028 through June 30, 2029	85%
July 1, 2029 through June 30, 2030	90%
July 1, 2030 through June 30, 2031	95%
July 1, 2031 and thereafter	100%

2.4    Base Salary."Base Salary" shall mean the regular cash compensation actually paid to Executive for services rendered or labor performed by Executive during a given calendar year, excluding bonuses, commissions, overtime, incentive payments, non-monetary awards. This amount shall include amounts Executive could have received in cash in lieu of (i) contributions made on Executive's behalf to a qualified Plan maintained by the Bank or to any cafeteria plan under Section 125 of the Code maintained by the Employer and (ii) deferrals of compensation made at the Executive's election pursuant to a plan or arrangement of the Employer.

2.5    Board. “Board” means the Board of Directors of Columbia State Bank.

2.6    Change in Control. For the purpose of this Agreement, a Change in Control shall include any of the following (and for the purposes of this provision, the term “corporation” shall mean “the Bank” as defined above):

A. Change in the Ownership of a Corporation. A change in the ownership of a corporation occurs on the date that any one person or persons acting as a group (as defined in IRC 409A), acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. The acquisition of additional stock by the same person or group is not considered to cause a change in the ownership of the corporation.

B. Change in the Effective Control of a Corporation. A change in the effective control of the corporation shall be deemed to occur on either of the following dates:

(i) The date any one person, or persons acting as a group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the corporation possessing thirty percent (30%) or more of the total voting power of the stock of such corporation; or

2

(ii) The date a majority of members of the corporation’s board of directors is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation’s board of directors before the date of the appointment or election.

C. Change in the Ownership of a Substantial Portion of a Corporation’s Assets. A change in the ownership of a substantial portion of a corporation’s assets shall be deemed to occur on the date that any one person or group acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions. No Change in Control shall result if the assets are transferred to certain entities controlled directly or indirectly by the shareholders of the transferring corporation.

In addition, to constitute a change in control event with respect to the Executive, the change in control event must relate to (i) the corporation for whom Executive is performing services at the time of the Change in Control; (ii) The corporation that is liable for the payment of the amounts described herein (or all corporations liable for the payment if more than one corporation is liable) but only if either the deferred compensation is attributable to the performance of service by the Executive for such corporation(s) or there is a bona fide business purpose for such corporation(s) to be liable for such payment and, in either case, no significant purpose of making such corporation(s) liable for such payment is the avoidance of Federal income tax; or (iii) a corporation that is a majority shareholder of a corporation identified in (i) or (ii) above, or any corporation in a chain of corporations in which each corporation is a majority shareholder of another corporation in the chain, ending in a corporation identified in (i) or (ii) above.

2.7    The Code. The "Code" shall mean the Internal Revenue Code of 1986, as amended (the “Code").

2.8    Committee. “Committee” means the Compensation Committee of the Board of Directors of Columbia State Bank.

2.9    Disability/Disabled. For the purposes of this Agreement, Executive will be considered Disabled if:

A. The Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or

B. The Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Employee’s employer.

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2.10    Early Commencement Reduction Factor. The term “Early Commencement Reduction Factor” is the amount by which Executive’s benefit shall be reduced based on the benefit being paid prior to Executive’s attaining the Normal Retirement Age. The amount of the Early Commencement Reduction Factor shall be determined as follows: for each year (or partial year) that an Executive’s benefit hereunder is paid prior to his attainment of the Normal Retirement Age, then the benefit amount shall be reduced by a factor of Five Percent (5%). Thus, if an executive with a Normal Retirement Age of Sixty-Two (62) begins receiving payments at age Fifty-Nine (59), the amount of the annual benefit shall be reduced by 15% (62- 59 = 3; 3 x 5%= 15%).

2.11    Early Retirement Age. The “Early Retirement Age” shall be age fifty-five (55).

2.12    ERISA. The term "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended.

2.13    Effective Date. The term “Effective Date” shall mean the date first written above.

2.14    Employer. The term “Employer” shall mean Columbia State Bank, any subsidiaries or affiliates thereof, or any successors thereto.

2.15    Executive Benefit. For the purposes of this Agreement, then term “Executive Benefit” shall refer to the annual amount to which Executive is entitled to receive pursuant to this Agreement. In addition, as the Executive Benefit is defined in terms of a lifetime annuity, Executive shall have the rights under 409A to elect an alternate annuity payment method, as specified herein. Amounts actually received by the Executive, however, shall be determined pursuant to Paragraphs 1 through 5 (including sub-paragraphs, as applicable), forfeited, reduced or adjusted to the extent: (a) required under the other provisions of this Agreement; (b) required by reason of the lawful order of any regulatory agency or body having jurisdiction over the Employer; or (c) required in order for the Employer to comply with any and all applicable state and federal laws, including, but not limited to, income, employment and disability income tax laws (e.g., FICA, FUTA, SDI).

2.16    Involuntary Termination/ Involuntary Separation From Service. In accordance with IRC 409A, the terms “Involuntary Termination” or “Involuntary Separation from Service” shall mean a Separation from Service due to the independent exercise of the unilateral authority of the Bank to terminate the Executive’s services, other than due to the Executive’s implicit or explicit request, where the Executive was willing and able to continue performing services (and not as the result of a Disability of a Termination For Cause).

2.17IRC 409A. The term “IRC 409A” shall refer to the final regulations issued by the IRS and the Treasury Department under Section 409A of the Code.

2.18    Normal Retirement / Normal Retirement Age.The term "Normal Retirement" shall mean the Executive’s Separation From Service on or after attaining the Normal Retirement Age of Sixty-Five (65) and for reasons other than a Termination for Cause, because of a Disability, or pursuant to the provisions of paragraph 5.4.

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2.19    Participant. For the purpose of this Agreement, the terms “Executive” and “Participant” shall be interchangeable.

2.20    Remain Employed. For the purpose of this Agreement, the term “Remain(s) Employed” shall mean that Executive has not experienced a Separation From Service.

2.21    Separation From Service/ Termination of Employment. The terms Separation From Service (Separates From Service) and Termination of Employment shall be used interchangeably for the purposes of this Agreement and shall be interpreted in accordance with the provisions of IRC 409A. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Bank and the Executive reasonably anticipate that no further services will be performed after a certain date or that the level of bona fide services the employee will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than twenty (20%) percent of the average level of bona fide services performed (as an employee or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the employer if the employee has been providing services to the employer less than 36 months). There shall be no Separation From Service while the Executive is on military leave, sick leave or other bona fide leave of absence, as long as such leave does not exceed six (6) months, or if longer, so long as the individual retains a right to re-employment with the service recipient under an applicable statute or by contract.

2.22    Specified Employee. The term “Specified Employee” means an employee who, as of the date of the employee’s Separation from Service, is a key employee of an employer of which any stock is publicly traded on an established securities market or otherwise. An employee is a key employee if the employee meets the requirements of section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with the regulations thereunder and disregarding section 416(i)(5)) at any time during the twelve (12) month period ending on a specified employee identification date. If Executive is a key employee as of a specified employee identification date, then Executive shall be treated as a key employee for the entire twelve (12) month period beginning on the specified employee effective date.

2.23    Target Benefit Amount.For the purposes of this Agreement, the “Target Benefit Amount” shall be an amount equal to the lesser of the following: sixty percent (60%) of the average of Executive’s three highest years of Base Salary or Eighty Eight Thousand, Ninety-Eight Dollars ($88,098).

2.24    Termination For Cause. For the purpose of this Plan, a Termination For Cause shall be defined as a Termination because of any of the following:

A. Willful misfeasance or gross negligence;

B. Conduct demonstrably and significantly harmful to Employer or a financial institution subsidiary; or

C. Conviction of a felony.

2.25    Termination For Good Reason.Atermination shall be deemed to be for Good Reason if after a Change of Control, Executive Separates From Service on or after the occurrence of any of the below events, and such events occur without the Executive’s consent:

5

A. A material diminution in the Executive’s base compensation;

B. A material diminution in the Executive’s authority, duties, or responsibilities;

C. A material diminution in the authority, duties, or responsibilities of the supervisor to whom the Executive is required to report, including a requirement that an Executive report to a corporate officer or employee instead of reporting directly to the board of directors of a corporation (or similar governing body with respect to an entity other than a corporation);

D. A material diminution in the budget over which the Executive retains authority;

E. A material change in the geographic location at which the Executive must perform the services;

F. Any other action or inaction that constitutes a material breach by the Employer of the agreement under which the Executive provides services.

2.26    Voluntary Termination. The term “Voluntary Termination” shall mean a Separation From Service elected by the Executive and not as a result of a Disability or For Good Reason.

2.27Years of Service. The term “Years of Service” shall mean the twelve (12) consecutive month period beginning on a Participant’s date of hire and any twelve (12) month anniversary thereof, during the entirety of which time the Participant is an employee of the Company and has not experienced a Separation From Service. Service with a subsidiary or other entity controlled by the Company before the time such entity became a subsidiary or under such control shall not be considered credited “Service” unless the Plan Administrator specifically agrees to credit such service.

ARTICLE III

SCOPE, PURPOSE AND EFFECT

3.1    Not a Contract of Employment. Although this Agreement is intended to provide the Executive with an additional incentive to remain in the employ of the Employer, this Agreement shall not be deemed to constitute a contract of employment between the Executive and the Employer nor shall any provision of this Agreement restrict or expand the right of the Employer to terminate the Executive's employment. This Agreement shall have no impact or effect upon any separate written Employment Agreement which the Executive may have with the Employer, it being the parties' intention and agreement that unless this Agreement is specifically referenced in said Employment Agreement (or any modification thereto), this Agreement (and the Employer's obligations hereunder) shall stand separate and apart and shall have no effect on or be affected by, the terms and provisions of said Employment Agreement.

6

3.2    Fringe Benefit.The benefits provided by this Agreement are granted by the Bank as a fringe benefit to the Executive and are not a part of any salary reduction plan or any arrangement deferring a bonus or a salary increase. The Executive has no option to take any current payments or bonus in lieu of the benefits provided by this Agreement.

3.3    Prohibited Payments.Notwithstanding anything in this Agreement to the contrary, if any payment made under this Agreement is a “golden parachute payment” as defined in Section 28(k) of the Federal Deposit Insurance Act (12 U.S.C. section 1828(k) and Part 359 of the Rules and Regulations of the Federal Deposit Insurance Corporation (collectively, the “FDIC Rules”) or is otherwise prohibited, restricted or subject to the prior approval of a Bank Regulator, no payment shall be made hereunder without complying with said FDIC Rules.

ARTICLE IV

PAYMENT RESTRICTIONS AND LIMITATIONS

4.1Delay in Payments for Specified Employee in the Event of a Separation From Service and Compliance With IRC 409A. In the case of any Employee who is a Specified Employee as of the date of a Separation from Service, then a payment conditioned upon a Separation from Service may not be made before the date that is six (6) months after the date of Separation from Service (or, if earlier than the end of the six-month period, the date of death of the Specified Employee).

In the event payments to which the Executive would otherwise be entitled during the first six (6) months are subject to this six (6) month delay in payment, then such payments shall be accumulated and paid on the first day of the seventh month following the date of Separation from Service. Payments will then continue thereafter as called for pursuant to the terms of this Agreement.

Notwithstanding any provision existing in this Agreement or any amendment thereto, it is the intent of the Bank and the Executive that any payment or benefit provided pursuant to this Agreement shall be made and paid in a manner, at a time and in a form which complies with the applicable requirements of IRC Section 409A, in order to avoid any unfavorable tax consequences resulting from any such failure to comply.

4.2     Modifying Form of Benefit Payment. Pursuant to the terms of the Agreement, and consistent Code Section 409A, when permitted herein, instead of having the Executive Benefit paid as a single life annuity, Executive may elect to have the benefit paid as follows: (i) A joint and survivor annuity with an actuarial equivalent of the benefit owing pursuant to the Agreement, with payment continued to the surviving spouse in the same amount as the amount paid to Executive, or (ii) A joint and survivor annuity in equal value to the actuarial equivalent of the benefit owing pursuant to the Agreement, with payment continued to the surviving spouse (registered domestic partner) in one-half of the amount paid to Executive. (For the purpose of this Agreement, the term “spouse” shall include a registered domestic partner).

4.3    Withholding of Payroll Taxes. The Employer shall withhold from payments made hereunder any taxes required to be withheld from a Participant’s wage under federal, state or local law.

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ARTICLE V

PAYMENT OF EXECUTIVE BENEFITS

Executive Benefit payments due hereunder shall be payable under this Agreement pursuant to only (1) provision herein below. The date and circumstances of Executive’s Separation From Service shall determine which paragraph shall be used to calculate the Executive Benefit payment due.

5.1       Executive Benefit Payments in the Event of Normal Retirement. Subject to the non-compete provisions of Paragraph 5.8 below, the Executive Benefit under this provision shall be determined as follows:

A. Amount of Benefit. In the event Executive Separates From Service on a date which constitutes Normal Retirement as defined herein, then the Executive shall receive an amount calculated as follows:  the Applicable Percentage (as of the Separation From Service date) of the Target Benefit Amount. In addition to the forgoing, the annual Executive Benefit amount shall be increased at the rate of two percent (2%) each year, beginning on the first anniversary of the first Executive Benefit payment and annually thereafter for so long as Executive is entitled to receive an Executive Benefit.

B. Payment Method. This Annual Executive Benefit shall be paid in twelve (12) substantially equal monthly installments, with payments commencing on the first day of the first month following Executive’s Separation From Service and continuing until the death of the Executive.  

As this Executive Benefit is a lifetime annuity, then in the alternative, and in compliance with Code Section 409A, Executive may elect one (1) of two (2) alternative annuity payout methods as presented in Exhibit A, the Distribution Election Form. These optional methods consist of joint and survivor annuities with an Actuarial Equivalent value equal to the single life Executive Benefit, with payments continued to the survivor in varying amounts. Exhibit B, attached hereto, provides a hypothetical example of how the benefit payments might differ between a single life annuity and a joint life annuity. The benefit payment commencement date and schedule shall otherwise remain unchanged. Any election to use an alternate annuity payment method must be made prior to the payment start date and, other than as addressed herein below, Executive shall not have the ability to modify the form of annuity elected once payments have begun. In the event , however, that a joint and survivor annuity option is elected and the Executive’s Spouse pre-deceases Executive, then for all payments made to Executive after the Executive’s spouse’s death, the amounts payable under this Agreement shall increase and be equal to the payment amounts Executive would have received under a single life annuity option. Executive shall not be able then to designate a new spouse and reinstate joint life annuity payments.

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5.2      Executive Benefit Payments on or After Attaining the Early Retirement Age but Before Attaining the Normal Retirement Age.

Subject to the non-compete provisions of Paragraph 5.8 below, in the event Executive Separates From Service on or after attaining the Early Retirement Age, but before attaining the Normal Retirement Age, then the Executive Benefit to which Executive is entitled shall be determined as follows:

A. Amount of Benefit.

(1) In the event Executive has completed Ten (10) Years of Service, then upon a Voluntary Separation From Service on or after attaining the Early Retirement Age (but before attaining the Normal Retirement Age), Executive shall be entitled to receive an amount calculated as follows: the Applicable Percentage (as of the Separation From Service date) of the Target Benefit Amount; however this amount shall be reduced by the Early Commencement Reduction Factor. In addition to the forgoing, the annual Executive Benefit amount shall be increased at the rate of two percent (2%) each year, beginning on the first anniversary of the first Executive Benefit payment and annually thereafter for so long as Executive is entitled to receive an Executive Benefit

(2) In the event Executive has not completed Ten (10) Years of Service, then upon a Voluntary Separation From Service on or after attaining the Early Retirement Age (but before attaining the Normal Retirement Age), Executive shall forfeit all rights and benefits he may have had under the terms of this Agreement

(3) In the event Executive is Involuntarily Terminated on or after attaining the Early Retirement Age (but before attaining the Normal Retirement Age), then Executive shall be entitled to receive an amount calculated as follows: the Applicable Percentage (as of the Separation From Service date) of the Target Benefit Amount; however this amount shall be reduced by the Early Commencement Reduction Factor. In addition to the forgoing, the annual Executive Benefit amount shall be increased at the rate of two percent (2%) each year, beginning on the first anniversary of the first Executive Benefit payment and annually thereafter for so long as Executive is entitled to receive an Executive Benefit.

B.    Payment Method. Any Executive Benefit due hereunder shall be paid in twelve (12) substantially equal monthly installments, with payments commencing on the first day of the first month following Executive’s Separation From Service and continuing until the death of the Executive.  

As this Executive Benefit is a lifetime annuity, then in the alternative, and in compliance with Code Section 409A, Executive may elect one (1) of two (2) alternative annuity payout methods as presented in Exhibit A, the Distribution Election Form. These optional methods consist of joint and

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survivor annuities with an Actuarial Equivalent value equal to the single life Executive Benefit, with payments continued to the survivor in varying amounts. Exhibit B, attached hereto, provides a hypothetical example of how the benefit payments might differ between a single life annuity and a joint life annuity. The benefit payment commencement date and schedule shall otherwise remain unchanged. Any election to use an alternate annuity payment method must be made prior to the payment start date and, other than as addressed herein below, Executive shall not have the ability to modify the form of annuity elected once payments have begun. In the event , however, that a joint and survivor annuity option is elected and the Executive’s Spouse pre-deceases Executive, then for all payments made to Executive after the Executive’s spouse’s death, the amounts payable under this Agreement shall increase and be equal to the payment amounts Executive would have received under a single life annuity option. Executive shall not be able then to designate a new spouse and reinstate joint life annuity payments.

            5.3       Executive Benefit Payments in the Event of Involuntary or Voluntary Termination Prior to Attaining the Early Retirement Age.

Subject to the non-compete provisions of Paragraph 5.8 below, in the event Executive Separates From Service prior to attaining the Early Retirement Age, then the Executive Benefit to which Executive is entitled shall be determined as follows:

A. Benefit Amount.

(1) In the event the Executive is Involuntarily Terminated prior to attaining the Early Retirement Age, then Executive shall be entitled to receive an Executive Benefit in an amount equal to the following: the Actuarial Equivalent of the Applicable Percentage (as of the Separation From Service date) of the Target Benefit Amount.

(2) In the event the Executive Voluntarily Terminates employment with the Bank prior to attaining the Early Retirement Age, then the Executive Benefit shall be determined as follows: (i) In the event Executive has attained an AP of 100%, then he shall be entitled to receive an Executive Benefit in an amount equal to the Actuarial Equivalent of the Applicable Percentage of the of the Target Benefit Amount; (ii) In the event Executive has not attained an Applicable Percentage of 100%, he shall forfeit any and all rights and benefits he may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Executive by the Bank pursuant to the terms of this Agreement.

B.   Payment Method. This Executive Benefit shall be paid in one (1) lump sum one (1) year following Separation From Service.

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5.4Termination Following a Change in Control. Benefits hereunder shall be determined as follows:

A. Benefit Amount.

(1) Involuntary Termination or Termination for Good Reason. In the event Executive is Involuntarily Terminated or Terminates for Good Reason following a Change in Control, then the Applicable Percentage shall be deemed to be that percentage Executive would have received had he Remained Employed until attaining the Normal Retirement Age of Sixty-Five (65). Executive shall then be entitled to receive an annual amount calculated as follows: the Applicable Percentage of the Target Benefit Amount. Executive shall NOT be subject to the non-compete provisions of Paragraph 5.8 below.

(2) Voluntary Termination. In the event Executive Voluntarily Separates From Service following a Change in Control, then Executive shall be entitled to receive one of the following amounts, depending on the circumstances specified below:

a.If Executive has attained the Early Retirement Age and has completed ten (10) Years of Service, if he has attained an Applicable Percentage of One Hundred Percent (100%), or if he has attained the Normal Retirement Age at the time of such Separation From Service, then he shall receive an amount calculated as follows: the Applicable Percentage of the Target Benefit Amount. Executive shall be subject to the non-compete provisions of Paragraph 5.8 below.

b.     In the event Executive does not qualify for Normal Retirement and does not satisfy the requirements of Paragraph 5.4A(2)a above, then in the event Executive Voluntarily Separates From Service following a Change in Control, he shall forfeit all rights and benefits he may have had under the terms of this Agreement.

B.Benefit Payments. If Executive is entitled to receive a benefit pursuant to the terms of this Paragraph 5.4, then the benefit shall be payable as follows:

(1) In the event Executive has qualified for Early or Normal Retirement, then Executive Benefit payments shall commence on the first day of the first month following the Executive’s Separation From Service and shall be paid in twelve (12) substantially equal monthly installments, with payments commencing on the first day of the first month following Executive’s Separation From Service and continuing until the death of Executive. In addition to the forgoing, the annual Executive Benefit amount shall be increased at the rate of two percent (2%) each year, beginning on the first anniversary of the first Executive Benefit payment and annually thereafter for so long as Executive is entitled to receive an Executive Benefit.

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As this Executive Benefit is a lifetime annuity, then in the alternative, and in compliance with Code Section 409A, Executive may elect one (1) of two (2) alternative annuity payout methods as presented in Exhibit A, the Distribution Election Form. These optional methods consist of joint and survivor annuities with an Actuarial Equivalent value equal to the single life Executive Benefit, with payments continued to the survivor in varying amounts. Exhibit B, attached hereto, provides a hypothetical example of how the benefit payments might differ between a single life annuity and a joint life annuity. The benefit payment commencement date and schedule shall otherwise remain unchanged. Any election to use an alternate annuity payment method must be made prior to the payment start date and, other than as addressed herein below, Executive shall not have the ability to modify the form of annuity elected once payments have begun. In the event , however, that a joint and survivor annuity option is elected and the Executive’s Spouse pre-deceases Executive, then for all payments made to Executive after the Executive’s spouse’s death, the amounts payable under this Agreement shall increase and be equal to the payment amounts Executive would have received under a single life annuity option. Executive shall not be able then to designate a new spouse and reinstate joint life annuity payments.

(2) In the event Executive has not yet qualified for Early or Normal Retirement, then the Actuarial Equivalent of the Executive Benefit shall be paid in one (1) lump sum one (1) year following Separation From Service.

5.5       Disability.  In the event that Executive becomes Disabled prior to Separating From Service, then upon such Disability, the Applicable Percentage shall be deemed to be One Hundred Percent (100%) and the Participant shall be entitled to be paid a lump sum amount equal to the Actuarial Equivalent value of the following: the Applicable Percentage of the Target Benefit Amount. This lump sum payment shall be made in the first (1^st) day of the first (1^st) month following Disability.

5.6        Termination For Cause.  In the event Executive is Terminated For Cause at any time after the effective date of this Agreement, then he shall forfeit any and all rights and benefits he may have under the terms of this Agreement and shall have no right to be paid any of the amounts which would otherwise be due or paid to the Executive by the Bank pursuant to the terms of this Agreement.

5.7       Death.

A. Benefit Amount.

(1) Death Prior to Separation From Service.In the event Executive dies prior to Separating From Service, then there is no death benefits payable under this Agreement. Any such benefits would be payable pursuant to a Split Dollar Life Insurance Agreement, if any exists.

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(2) Death After Separation From Service and After Becoming Entitled to Receive Payment, but Prior to Receiving Any or All Such Payments. In the event Executive dies after Separating From Service and after becoming entitled to the benefits specified under this Agreement, then payments shall only be made following Executive’s death if Executive has elected a joint and survivor payment option.

5.8Forfeiture in the Event of Breach of Non-Competition Agreement.Notwithstanding any other provision of this Agreement, the Executive Benefit due pursuant to the provisions of Paragraphs, 5.1, 5.2, 5.3 5.4A(2) and 5.5 shall be forfeited and no Executive Benefit shall be due the Executive hereunder if the Executive enters into competitive activity in the Employer's market area within the three (3) year period beginning on the date of the Executive's termination of Employment. To the extent Executive is paid an Executive Benefit under this Agreement and breaches this provision, Employer shall not only be excused from paying any future benefit, but Employer shall have the right to seek reimbursement for all amounts previously paid out under this Agreement. For the purposes of this Agreement, “competitive activity” means acting directly or indirectly as an employee, agent, stockholder (other than passive holdings of less than one percent (1%) of the outstanding shares of a publicly-traded company), member, director, co-partner or in any other individual or representative capacity on behalf of any bank or financial institution (including without limitation trust company, finance company, leasing company or any entity that provides credit). The Employer's market area is defined as the following counties in the State of Washington and all counties bordering on any such county and any county in which the Employer maintains a branch or other office, now or at the time of the Executive's termination of Employment: Cowlitz, King, Kitsap, Pierce and Thurston.

ARTICLE VI

ADMINISTRATION

6.1    Committee and Duties. This Plan shall be administered by an Administrative Committee which shall consist of not less than three persons appointed by the Board of Directors. Any member of the Committee may be removed at any time by the Board. Any member may resign by delivering his written resignation to the Board. Upon the existence of any vacancy, the Board may appoint a successor. The Committee shall have the authority to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions including interpretations of this Plan, as may arise in connection with the Plan. A majority of the members of the Committee shall constitute a quorum for the transaction of business. A majority vote of the Committee members constituting a quorum shall control any decision.

6.2    Agents. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Employer.

6.3    Binding Effect of Decisions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

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6.4    Indemnity of Committee. The Employer shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense, or liability arising from any action or failure to act with respect to this Plan, except in the case of gross negligence or willful misconduct.

ARTICLE VII

CLAIMS PROCEDURE

7.1    Claim.    In the event a dispute arises over the benefits under this executive plan and benefits are not paid to the Executive (or to the Executive’s beneficiary[ies], if applicable) and such claimants feel they are entitled to receive such benefits, then a written claim must be made to the Named Fiduciary and Plan Administrator named above in accordance with the following procedures:

A. Written Claim. The claimant may file a written request for such benefit to the Plan Administrator.

B. Claim Decision. Upon receipt of such claim, the Plan Administrator shall respond to such claimant within ninety (90) days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional ninety (90) days for reasonable cause by notifying the claimant in writing, prior to the end of the initial ninety (90) day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(i) The specific reasons for the denial;

(ii) The specific reference to pertinent provisions of the Agreement on which the denial is based;

(iii) A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary;

(iv) Appropriate information as to the steps to be taken if the claimant wishes to submit the claim for review and the time limits applicable to such procedures; and

(v) A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

C. Request for Review. Within sixty (60) days after receiving notice from the Plan Administrator that a claim has been denied (in part or all of the claim), then claimant (or their duly authorized representative) may file

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with the Plan Administrator, a written request for a review of the denial of the claim.

The claimant (or his duly authorized representative) shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

D. Decision on Review. The Plan Administrator shall respond in writing to such claimant within sixty (60) days after receiving the request for review. If the Plan Administrator determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the claimant prior to the termination of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of the initial period. The notice of extension must set forth the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render its decision.

In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(i)    The specific reasons for the denial;

(ii) A reference to the specific provisions of the Agreement on which the denial is based;

(iii) A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(iv)    A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

E. Special Timing Rules for Disability Claims. In the event a claim above is a claim for disability benefits, then the applicable time periods for notifying claimants regarding benefits determinations shall be reduced as required by 29 CFR 2560.503-1 (I.e., (a) the ninety (90) day response time with the possibility of a ninety (90) day extension in Section 8.2B shall be shortened to a forty-five (45) day response time with the possibility of a thirty (30) day extension, and (b) the sixty (60) day response time with the possibility of a sixty (60) day extension in shall be shortened to a forty-five (45) day response time with the possibility of a forty-five (45) day extension). In addition, in the event of a disability claim, the Bank shall identify any medical or vocational expert whose advice was obtained by the Plan in connection with

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the initial benefit determination, without regard to whether the advice was relied upon.  If the review is from an adverse benefit determination that was based in whole or in part on a medical judgment, the Bank shall consult with a health care professional that has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither the individual who was consulted in connection with the adverse benefit determination that is under review nor the subordinate of such individual.  Any review of the denial of a claim made on account of disability shall be conducted by a person or persons who neither had any part in the initial benefit determination nor are subordinates of the persons who did.

7.2    Arbitration of Disputes. All unresolved claims, disputes and other matters in question arising out of or relating to this Plan or the breach or interpretation thereof, other than those matters which are to be determined by the Employer in its sole and absolute discretion, shall be resolved by binding arbitration before a representative member, selected by the mutual agreement of the parties, of JAMS in Tacoma, Washington. In the event JAMS is unable or unwilling to conduct the arbitration provided for under the terms of this Paragraph, or has discontinued its business, the parties agree that a representative member, selected by the mutual agreement of the parties, of the American Arbitration Association (“AAA”), located in Tacoma, Washington, shall conduct the binding arbitration referred to in this Paragraph. Notice of the demand for arbitration shall be filed in writing with the other party to this Plan and with ASP (or AAA, if necessary). In no event shall the demand for arbitration be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The arbitration shall be subject to such rules of procedure used or established by JAMS, or if there are none, the rules of procedure used or established by AAA. Any award rendered by JAMS or AAA shall be final and binding upon the successors and assigns, and may be entered in any court having jurisdiction thereof. The obligation of the parties to arbitrate pursuant to this clause shall be specifically enforceable in accordance with, and shall be conducted consistently with the provisions of the Washington Rules of Civil Procedure. Any arbitration hereunder shall be conducted in Tacoma, Washington, unless otherwise agreed to by the parties.

7.3    Attorneys' Fees. In the event of any arbitration or litigation concerning any controversy, claim or dispute between the parties hereto, arising out of or relating to this Agreement or the breach hereof, or the interpretation hereof, (a) each party shall pay his own attorneys’ arbitration fees incurred (pursuant to the terms of this Agreement); (b) the prevailing party shall be entitled to recover from the other party reasonable expenses, attorneys' fees and costs incurred in the enforcement or collection of any judgment or award rendered. The "prevailing party" means any party (one party or both parties, as the case may be) determined by the arbitrator(s) or court to be entitled to money payments from the other, not necessarily the party in whose favor a judgment is rendered.

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ARTICLE VIII

MISCELLANEOUS

8.1    Unfunded Plan. This Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of “management or highly compensated employees” within the meaning of Sections 201, 301, and 401 of the Employee Retirement Income Security act of 1974, as amended (“ERISA”), and therefore to be exempt from the provisions of Parts 2, 3, and 4 of Title I ERISA. Accordingly, the Plan shall terminate and no further benefits shall be paid hereunder in the event it is determined by a court of competent jurisdiction or by an opinion of counsel that the Plan constitutes an employee pension benefit plan within the meaning of Section 3(2) of ERISA which is not so exempt.

8.2Status as an Unsecured General Creditor and Rabbi Trust.Notwithstanding anything contained herein to the contrary: (i) the Executive shall have no legal or equitable rights, interests or claims in or to any specific property or assets of the Employer as a result of this Agreement; (ii) none of the Bank’s assets shall be held in or under any trust for the benefit of the Executive or held in any way as security for the fulfillment of the obligations of the Bank under this Agreement; (iii) all of the Bank’s assets shall be and remain the general unpledged and unrestricted assets of the Bank; (iv) the Bank’s obligation under this Agreement shall be that of an unfunded and unsecured promise by the Bank to pay money in the future; and (v) the Executive shall be an unsecured general creditor with respect to any benefits which may be payable under the terms of this Agreement.

Notwithstanding subparagraphs (i) through (v) above, the Bank and the Executive acknowledge and agree that, in the event of a Change in Control, upon request of the Executive, or in the Bank’s discretion if the Executive does not so request and the Bank nonetheless deems it appropriate, the Bank shall establish, not later than the effective date of the Change in Control, a Rabbi Trust or multiple Rabbi Trusts (the "Trust" or "Trusts") upon such terms and conditions as the Bank, in its sole discretion, deems appropriate and in compliance with applicable provisions of the Code, in order to permit the Bank to make contributions and/or transfer assets to the Trust or Trusts to discharge its obligations pursuant to this Agreement. The principal of the Trust or Trusts and any earnings thereon shall be held separate and apart from other funds of the Bank to be used exclusively for discharge of the Bank’s obligations pursuant to this Agreement and shall continue to be subject to the claims of the Bank’s general creditors until paid to the Executive in such manner and at such times as specified in this Agreement.

8.3    Non-assignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be unassignable and nontransferable. No part of the amount payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

8.4    Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Employer and the Participant, and the Participant (or his beneficiary, if applicable) shall have no rights against the Employer except

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as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Employer or to interfere with the right of the Employer to discipline or discharge him at any time.

8.5    Protective Provisions. A Participant will cooperate with the Employer by furnishing any and all information requested by the Employer, in order to facilitate the payment of benefit hereunder, and by taking such physical examinations as the Employer may deem necessary and taking such other action as may be requested by the Employer.

8.6    Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply.

8.7    Captions. The captions of the articles, sections, and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

8.8    Governing Law. The provisions of this Plan shall be construed, interpreted, and governed in all respects in accordance with applicable federal law and, to the extent not preempted by such federal law, in accordance with the laws of the State of Oregon.

8.9    Validity. If any provision of this Plan shall be held illegal or invalid for any reason, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

8.10    Binding Effect/Merger or Reorganization. This Agreement shall be binding upon and inure to the benefit of the Executive and the Bank. Accordingly, the Bank shall not merge or consolidate into or with another corporation, or reorganize or sell substantially all of its assets to another corporation, firm or person, unless and until such succeeding or continuing corporation, firm or person agrees to assume and discharge the obligations of the Bank under this Agreement. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Employer, and successors of any such corporation or other business entity.

8.11    Nonwaiver. The failure of either party to enforce at any time or for any period of time any one or more of the terms or conditions of this Agreement shall not be a waiver of such term(s) or condition(s) or of that party's right thereafter to enforce each and every term and condition of this Agreement.

8.12    Partial Invalidity. If any terms, provision, covenant, or condition of this Agreement is determined by an arbitrator or a court, as the case may be, to be invalid, void, or unenforceable, such determination shall not render any other term, provision, covenant or condition invalid, void or unenforceable, and the Agreement shall remain in full force and effect notwithstanding such partial invalidity.

8.13    Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties with respect to the subject matter of this Agreement

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and contains all of the covenants and agreements between the parties with respect thereto. Each party to this Agreement acknowledges that no other representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not set forth herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party.

8.14    Modifications. Any modification of this Agreement shall be effective only if it is in writing and signed by each party or such party's authorized representative, and only to the extent that it is compliant with all applicable codes and statutes, including but not limited to IRS Code Section 409A.

8.15    Notice. Any notice required or permitted of either the Executive or the Bank under this Agreement shall be deemed to have been duly given, if by personal delivery, upon the date received by the party or its authorized representative; if by facsimile, upon transmission to a telephone number previously provided by the party to whom the facsimile is transmitted as reflected in the records of the party transmitting the facsimile and upon reasonable confirmation of such transmission; and if by mail, on the third day after mailing via U.S. first class mail, registered or certified, postage prepaid and return receipt requested, and addressed to the party at the address given below for the receipt of notices, or such changed address as may be requested in writing by a party.

If to the Bank:        

If to the Executive:

8.16    IRS Section 280G Issues. If all or any portion of the amounts payable to the Participant under this Plan, either alone or together with other payments which the Participant has the right to receive from the Employer, constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), that are subject to the excise tax imposed by Section 4999 of the Code (or similar tax and/or assessment), Participant shall be responsible for the payment of such excise tax and Employer (and its successor) shall be responsible for any loss of deductibility related thereto; provided, however, that Employer and Participant shall cooperate with each other and use all reasonable efforts to minimize to the fullest extent possible the amount of excise tax imposed by Section 4999 of the Code, but only to the extent that any agreement to minimize the impact of the Section 4999 excise tax shall comply in all respects with all applicable laws, including IRC Section 409A and regulations thereunder. If, at a later date, it is determined (pursuant to final regulations or published rulings of the Internal Revenue Service, final judgment of a court of competent jurisdiction, or otherwise) that the amount of excise taxes payable by the Participant is greater than the amount initially so determined, then the Participant shall pay an amount equal to the sum of such additional excise taxes and any interest, fines and penalties resulting from such underpayment. The determination of the amount of any such excise taxes shall be made by the independent accounting firm employed by the Employer immediately prior to the change in control or such other independent accounting firm or advisor as may be mutually agreeable to Employer and Participant in the exercise of their reasonable good faith judgment.

19

8.17    Opportunity To Consult With Independent Advisors. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this paragraph. The Executive further acknowledges that he has read, understands and consents to all of the terms and conditions of this Agreement, and that he enters into this Agreement with a full understanding of its terms and conditions.

___/s/ DAVID LAWSON________________David Lawson_________________

Executive- Signature and Date                     Print Name

COLUMBIA STATE BANK

By:__/s/ MELANIE J. DRESSEL________ Date: __August 22, 2013_______________ Authorized Executive                    

Title:__CEO __________

20

EXHIBIT A TO THE

DISTRIBUTION ELECTION FORM FOR THE

COLUMBIA STATE BANK

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

Pursuant to the terms of the Supplemental Executive Compensation Agreement, by and between me, David Lawson, and Columbia State Bank (hereinafter “Bank”), effective as of August 20, 2013 (“Agreement”), I have been granted a supplemental compensation benefit.

Pursuant to Internal Revenue Code Section 409A, there are multiple restrictions and limitations regarding modifying the time and/or form of such payments; however an exception to these restrictions permits elections to change from a life annuity to another actuarially equivalent life annuity (prior to payments beginning).

In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity based on the life of the Participant. Subject to the forgoing, and provided that payments have not yet begun, Executive may elect to have the Executive Benefit paid as follows:

Election of Actuarial Equivalent of Form of Benefit For Married Participant or Participant with Domestic Partner. Pursuant to the terms of the Agreement, and consistent Code Section 409A, instead of having my benefit paid as a single life annuity, with payments continuing until my death, I elect to have my benefit paid to me as designated below:

_________ A joint and survivor annuity with an actuarial equivalent of the benefit owing pursuant to the Agreement, with payment continued to the surviving spouse in the same amount as the amount paid to me.

_________ A joint and survivor annuity in equal value to the actuarial equivalent of the benefit owing pursuant to the Agreement, with payment continued to my surviving spouse (registered domestic partner) in one-half of the amount paid to me.

Acknowledgment of Limitations on Changes in Time and Form of Payment of Benefits. All Actuarially Equivalent valuations must be in compliance with Code Section 409A and 1.409A-2(b)(2)(ii). In addition, when determining whether two life annuities are Actuarially Equivalent, the same actuarial assumptions and methods must be used in valuing each life annuity. This requirement applies over the entire term of Participant’s participation in the plan, such that the annuities must be actuarially equivalent at all times for the annuity options to be treated as one time and form of payment. However, provided the actuarial methods and assumptions are reasonable, there is no requirement that consistent actuarial assumptions and methods be used over the term of the Participant’s participation in the plan. Accordingly, the plan may change the actuarial assumptions and methods used to determine the life annuity payments, provided that all of the actuarial assumptions and methods are reasonable.

In the event, however, that a joint and survivor annuity option is selected, and that Participant’s spouse predeceases Participant, then for all payments made to Participant after the Participant’s spouse’s death, the amounts payable under this Agreement shall increase andbe equal to the payment amounts Participant would have received under a single life annuity option. In addition, Participant shall no longer have the ability to make a new joint and survivor annuity election.

21

In the event no alternate method is selected above, then amounts due under this Agreement shall be paid out as a single life annuity.

To the extent that any paragraph, term, or provision of the Agreement is not specifically amended herein, or in any other amendment thereto, said paragraph, term, or provision shall remain in full force and effect as set forth in said Agreement.

WHEREFORE, the Insured and a duly authorized Bank officer have signed this Amendment as of the written date

Signed: /s/ DAVID LAWSON        Print Name:    David Lawson        
Dated: August 20, 2013

22

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Melanie J. Dressel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Columbia Banking System, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ MELANIE J. DRESSEL

Melanie J. Dressel
President and Chief Executive Officer

Date: May 9, 2014

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Clint E. Stein, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Columbia Banking System, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ CLINT E. STEIN

Clint E. Stein
Executive Vice President and
Chief Financial Officer

Date: May 9, 2014

EX-32

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Columbia Banking System, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Melanie J. Dressel, President and Chief Executive Officer, and Clint E. Stein, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ MELANIE J. DRESSEL

Melanie J. Dressel

President and Chief Executive Officer

Columbia Banking System, Inc.

/s/ CLINT E. STEIN

Clint E. Stein

Executive Vice President and

Chief Financial Officer

Columbia Banking System, Inc.

Dated: May 9, 2014

XML

Noncovered Loans (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014 contract	Mar. 31, 2013	Dec. 31, 2013
Financing Receivable, Recorded Investment [Line Items]
Provision for loan and lease losses	$ 1,922,000	$ (20,000)
Loans to related parties	14,100,000		14,200,000
Loans and Leases Receivable, Related Parties, Additions	595,000
Repayments on related party loans	633,000
Additional funds committed to lend on loans classified as TDR	182,000		0
Financing Receivable, Modifications, Subsequent Default, Number of Contracts	0
Loans Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Federal Home Loan Bank, Advances, General Debt Obligations, Disclosures, Collateral Pledged	1,090,000,000		1,080,000,000
Federal Reserve Bank, Advances, General Debt Obligations, Disclosures, Collateral Pledged	82,100,000		45,200,000
Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Provision for loan and lease losses	$ 2,422,000	$ 980,000

XML

Covered Assets and FDIC Loss-sharing Asset (Covered OREO at Carrying Value) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Balance, beginning of period	$ 35,927
Proceeds from sale of OREO property	(8,102)	(2,019)
Gain on sale of OREO	1,659	2,787
Total OREO, end of period	30,552
Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Balance, beginning of period	12,093	16,311
Transfers in	5,507	1,405
Additional OREO write-down	(651)	(65)
Proceeds from sale of OREO property	(3,103)	(6,438)
Gain on sale of OREO	866	2,598
Total OREO, end of period	$ 14,712	$ 13,811

XML

Allowance for Noncovered Loan and Lease Losses and Unfunded Commitments and Letters of Credit (Analysis of Credit Quality of Noncovered Loan Portfolio) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans, net	$ 4,506,792	$ 4,444,842
Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	4,297,076	4,219,451
Recorded Investment	4,297,076	4,219,451
Loans and Leases Receivable, Allowance	50,442	52,280	51,119	52,244
Loans, net	4,246,634	4,167,171
Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	4,118,418	4,027,764
Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	49,247	53,231
Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	129,245	137,989
Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	166	467
Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Consumer Portfolio Segment [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	325,167	328,334
Loans and Leases Receivable, Allowance	2,637	2,547	2,364	2,437
Consumer Portfolio Segment [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	318,977	321,348
Consumer Portfolio Segment [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	331
Consumer Portfolio Segment [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	6,185	6,188
Consumer Portfolio Segment [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	5	467
Consumer Portfolio Segment [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Secured Loans [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,524,360	1,483,647
Loans and Leases Receivable, Allowance	28,801	31,027	26,871	27,270
Secured Loans [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,422,773	1,372,038
Secured Loans [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	42,648	43,309
Secured Loans [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	58,778	68,300
Secured Loans [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	161	0
Secured Loans [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Unsecured Loans [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	72,163	72,604
Loans and Leases Receivable, Allowance	746	696	750	753
Unsecured Loans [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	71,654	72,226
Unsecured Loans [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	199	199
Unsecured Loans [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	310	179
Unsecured Loans [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Unsecured Loans [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
One-to-Four Family Residential [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	102,854	105,892
Loans and Leases Receivable, Allowance	1,194	1,252	657	694
One-to-Four Family Residential [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	97,004	98,626
One-to-Four Family Residential [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,448	1,567
One-to-Four Family Residential [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	4,402	5,699
One-to-Four Family Residential [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
One-to-Four Family Residential [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Commercial Land [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	145,295	142,834
Loans and Leases Receivable, Allowance	579	489	433	460
Commercial Land [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	139,910	137,850
Commercial Land [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Commercial Land [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	5,385	4,984
Commercial Land [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Commercial Land [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,186,982	1,146,432
Loans and Leases Receivable, Allowance	10,107	9,234	9,411	11,033
Income Property Multifamily [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,150,595	1,108,033
Income Property Multifamily [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	974	5,473
Income Property Multifamily [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	35,413	32,926
Income Property Multifamily [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	753,256	760,609
Loans and Leases Receivable, Allowance	4,560	3,605	5,458	6,362
Owner Occupied [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	739,956	748,725
Owner Occupied [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,443	0
Owner Occupied [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	11,857	11,884
Owner Occupied [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Land And Acquisition [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	13,580	11,670
Loans and Leases Receivable, Allowance	580	610	990	1,171
Land And Acquisition [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	9,928	7,526
Land And Acquisition [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Land And Acquisition [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	3,652	4,144
Land And Acquisition [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Land And Acquisition [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Residential Construction [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	43,333	41,992
Loans and Leases Receivable, Allowance	696	822	538	635
Residential Construction [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	38,413	36,270
Residential Construction [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	2,120	2,352
Residential Construction [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	2,800	3,370
Residential Construction [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Residential Construction [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily Construction [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	90,698	86,521
Loans and Leases Receivable, Allowance	320	285	382	316
Income Property Multifamily Construction [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	90,235	86,206
Income Property Multifamily Construction [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily Construction [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	463	315
Income Property Multifamily Construction [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily Construction [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied Construction [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	39,388	38,916
Loans and Leases Receivable, Allowance	154	58	108	102
Owner Occupied Construction [Member] | Pass [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	38,973	38,916
Owner Occupied Construction [Member] | Special Mention [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	415	0
Owner Occupied Construction [Member] | Substandard [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied Construction [Member] | Doubtful [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied Construction [Member] | Unlikely to be Collected Financing Receivable [Member] | Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	$ 0	$ 0

XML

Covered Assets and FDIC Loss-sharing Asset (FDIC Loss-sharing Asset) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Covered Assets And FDIC Loss Sharing Asset
Balance at beginning of period	$ 39,846	$ 96,354
Cash received from the FDIC	1,678	(3,119)
FDIC reimbursable losses, net	132	363
Amortization, net	(6,452)	(9,779)
Impairment	1,938	784
Sale of other real estate	(756)	(1,346)
Write-downs of other real estate	516	52
Other	(65)	(194)
Balance at end of period	$ 36,837	$ 83,115

XML

Allowance for Noncovered Loan and Lease Losses and Unfunded Commitments and Letters of Credit (Allowance for Noncovered Loan and Lease Losses) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Allowance for Loan and Lease Losses [Roll Forward]
Provision for loan and lease losses	$ 1,922	$ (20)
Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	52,280	52,244
Charged-offs	(2,190)	(2,517)
Recoveries	852	2,392
Provision for loan and lease losses	(500)	(1,000)
Ending balance	50,442	51,119
Specific Reserve	1,793	385
General Allocation	48,649	50,734
Consumer Portfolio Segment [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	2,547	2,437
Charged-offs	(727)	(171)
Recoveries	253	47
Provision for loan and lease losses	564	51
Ending balance	2,637	2,364
Specific Reserve	3	0
General Allocation	2,634	2,364
Unallocated Financing Receivables [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	1,655	1,011
Charged-offs	0	0
Recoveries	0	0
Provision for loan and lease losses	(1,587)	2,146
Ending balance	68	3,157
Specific Reserve	0	0
General Allocation	68	3,157
Secured Loans [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	31,027	27,270
Charged-offs	(198)	(988)
Recoveries	448	79
Provision for loan and lease losses	(2,476)	510
Ending balance	28,801	26,871
Specific Reserve	1,521	67
General Allocation	27,280	26,804
Unsecured Loans [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	696	753
Charged-offs	(35)	(326)
Recoveries	42	34
Provision for loan and lease losses	43	289
Ending balance	746	750
Specific Reserve	27	84
General Allocation	719	666
One-to-Four Family Residential [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	1,252	694
Charged-offs	(207)	(116)
Recoveries	28	0
Provision for loan and lease losses	121	79
Ending balance	1,194	657
Specific Reserve	133	108
General Allocation	1,061	549
Commercial Land [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	489	460
Charged-offs	0	0
Recoveries	17	10
Provision for loan and lease losses	73	(37)
Ending balance	579	433
Specific Reserve	0	0
General Allocation	579	433
Income Property Multifamily [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	9,234	11,033
Charged-offs	0	(783)
Recoveries	13	79
Provision for loan and lease losses	860	(918)
Ending balance	10,107	9,411
Specific Reserve	0	18
General Allocation	10,107	9,393
Owner Occupied [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	3,605	6,362
Charged-offs	(1,023)	0
Recoveries	9	4
Provision for loan and lease losses	1,969	(908)
Ending balance	4,560	5,458
Specific Reserve	38	34
General Allocation	4,522	5,424
Land And Acquisition [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	610	1,171
Charged-offs	0	(32)
Recoveries	39	2,139
Provision for loan and lease losses	(69)	(2,288)
Ending balance	580	990
Specific Reserve	71	74
General Allocation	509	916
Residential Construction [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	822	635
Charged-offs	0	(101)
Recoveries	3	0
Provision for loan and lease losses	(129)	4
Ending balance	696	538
Specific Reserve	0	0
General Allocation	696	538
Income Property Multifamily Construction [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	285	316
Charged-offs	0	0
Recoveries	0	0
Provision for loan and lease losses	35	66
Ending balance	320	382
Specific Reserve	0	0
General Allocation	320	382
Owner Occupied Construction [Member] | Noncovered Loans [Member]
Allowance for Loan and Lease Losses [Roll Forward]
Beginning balance	58	102
Charged-offs	0	0
Recoveries	0	0
Provision for loan and lease losses	96	6
Ending balance	154	108
Specific Reserve	0	0
General Allocation	$ 154	$ 108

XML

Business combinations (Details) (USD $)	0 Months Ended	3 Months Ended
	Apr. 02, 2013	Mar. 31, 2014	Mar. 31, 2013
Business Acquisition [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired	100.00%
West Coast Bancorp [Member]
Business Acquisition [Line Items]
Business Acquisition, Effective Date of Acquisition	Apr. 01, 2013
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 540,800,000
Business Combination, Acquired Receivables, Fair Value	1,410,000,000
Business Acquisition, Purchase Price Allocation, Goodwill Amount	228,400,000
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets	15,300,000
Business Acquisition, Purchase Price Allocation, Liabilities, Deposits	(1,880,000,000)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	312,400,000
Business Combination, Acquisition Related Costs		$ 966,000	$ 723,000

XML

Goodwill and Intangible Assets (Schedule of Goodwill and Intangible Assets) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Goodwill and Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill)	$ 919	$ 0
Intangible Assets, Net (Excluding Goodwill)	24,273	14,693	25,852
Goodwill and Intangible Assets [Roll Forward]
Total goodwill, beginning of period	343,952
Total goodwill, end of period	343,952	115,554
CDI current period amortization	(1,580)	(1,029)
Total goodwill and intangible assets, end of period	368,225	130,247
Core Deposits [Member]
Goodwill and Intangible Assets [Line Items]
Estimated life of CDI, in years	10 years
Goodwill and Intangible Assets [Roll Forward]
Gross core deposit intangible balance, beginning of period			47,698	32,441
Accumulated amortization at beginning of period			(22,765)	(16,720)
Core deposit intangible, net, beginning of period	24,933	15,721
CDI current period amortization	(1,579)	(1,028)
Total core deposit intangible, end of period	$ 23,354	$ 14,693

XML

Allowance for Noncovered Loan and Lease Losses and Unfunded Commitments and Letters of Credit (Tables)

3 Months Ended

Mar. 31, 2014

Financing Receivable, Allowance for Credit Losses [Line Items]

Changes in the Allowance for Unfunded Commitments and Letters of Credit

Changes in the allowance for unfunded commitments and letters of credit, a component of other liabilities in the consolidated balance sheet, are summarized as follows:

	Three Months Ended
	March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	2,505		$	1,915
Net changes in the allowance for unfunded commitments and letters of credit	(50		)	—
Balance at end of period	$	2,455		$	1,915

Financing Receivable Credit Quality Indicators

The following is an analysis of the credit quality of our covered loan portfolio as of March 31, 2014 and December 31, 2013:

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
March 31, 2014	(in thousands)
Covered loans:
Commercial business:
Secured	$	44,916	$	1,276	$	15,549	$	—	$	—	$	61,741
Unsecured	2,728		396		80		—		—		3,204
Real estate:
One-to-four family residential	32,729		1,828		4,499		—		—		39,056
Commercial and multifamily residential:
Commercial land	10,487		—		7,740		—		—		18,227
Income property	58,519		3,945		7,557		—		—		70,021
Owner occupied	65,389		814		9,525		—		—		75,728
Real estate construction:
One-to-four family residential:
Land and acquisition	4,036		—		1,579		—		—		5,615
Residential construction	2,973		—		2,381		—		—		5,354
Commercial and multifamily residential:
Income property	3,761		—		1,523		—		—		5,284
Owner occupied	1,065		—		—		—		—		1,065
Consumer	29,657		—		2,857		27		—		32,541
Total	$	256,260	$	8,259	$	53,290	$	27	$	—	317,836
Less:
Valuation discount resulting from acquisition accounting											37,549
Allowance for loan losses											20,129
Covered loans, net											$	260,158

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
December 31, 2013	(in thousands)
Covered loans:
Commercial business:
Secured	$	48,510	$	2,849	$	18,291	$	—	$	—	$	69,650
Unsecured	2,732		396		92		—		—		3,220
Real estate:
One-to-four family residential	35,066		1,842		4,734		—		—		41,642
Commercial and multifamily residential:
Commercial land	10,778		198		7,589		—		—		18,565
Income property	55,985		3,950		10,657		—		—		70,592
Owner occupied	67,653		111		13,958		—		—		81,722
Real estate construction:
One-to-four family residential:
Land and acquisition	4,674		2,739		1,936		—		—		9,349
Residential construction	3,008		—		2,424		—		—		5,432
Commercial and multifamily residential:
Income property	3,806		—		1,709		—		—		5,515
Owner occupied	1,074		—		280		—		—		1,354
Consumer	30,722		33		3,319		27		—		34,101
Total	$	264,008	$	12,118	$	64,989	$	27	$	—	341,142
Less:
Valuation discount resulting from acquisition accounting											43,297
Allowance for loan losses											20,174
Covered loans, net											$	277,671

Noncovered Loans [Member]

Financing Receivable, Allowance for Credit Losses [Line Items]

Allowance for Credit Losses on Financing Receivables

The following tables show a detailed analysis of the allowance for loan and lease losses for noncovered loans for the three months ended March 31, 2014 and 2013:

	Beginning Balance		Charge-offs			Recoveries		Provision (Recovery)			Ending Balance		Specific Reserve		General Allocation
Three months ended March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	31,027	$	(198	)	$	448	$	(2,476	)	$	28,801	$	1,521	$	27,280
Unsecured	696		(35		)	42		43			746		27		719
Real estate:
One-to-four family residential	1,252		(207		)	28		121			1,194		133		1,061
Commercial & multifamily residential:
Commercial land	489		—			17		73			579		—		579
Income property	9,234		—			13		860			10,107		—		10,107
Owner occupied	3,605		(1,023		)	9		1,969			4,560		38		4,522
Real estate construction:
One-to-four family residential:
Land and acquisition	610		—			39		(69		)	580		71		509
Residential construction	822		—			3		(129		)	696		—		696
Commercial & multifamily residential:
Income property	285		—			—		35			320		—		320
Owner occupied	58		—			—		96			154		—		154
Consumer	2,547		(727		)	253		564			2,637		3		2,634
Unallocated	1,655		—			—		(1,587		)	68		—		68
Total	$	52,280	$	(2,190	)	$	852	$	(500	)	$	50,442	$	1,793	$	48,649

	Beginning Balance		Charge-offs			Recoveries		Provision (Recovery)			Ending Balance		Specific Reserve		General Allocation
Three months ended March 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	27,270	$	(988	)	$	79	$	510		$	26,871	$	67	$	26,804
Unsecured	753		(326		)	34		289			750		84		666
Real estate:
One-to-four family residential	694		(116		)	—		79			657		108		549
Commercial & multifamily residential:
Commercial land	460		—			10		(37		)	433		—		433
Income property	11,033		(783		)	79		(918		)	9,411		18		9,393
Owner occupied	6,362		—			4		(908		)	5,458		34		5,424
Real estate construction:
One-to-four family residential:
Land and acquisition	1,171		(32		)	2,139		(2,288		)	990		74		916
Residential construction	635		(101		)	—		4			538		—		538
Commercial & multifamily residential:
Income property	316		—			—		66			382		—		382
Owner occupied	102		—			—		6			108		—		108
Consumer	2,437		(171		)	47		51			2,364		—		2,364
Unallocated	1,011		—			—		2,146			3,157		—		3,157
Total	$	52,244	$	(2,517	)	$	2,392	$	(1,000	)	$	51,119	$	385	$	50,734

Financing Receivable Credit Quality Indicators

The following is an analysis of the credit quality of our noncovered loan portfolio as of March 31, 2014 and December 31, 2013:

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,422,773	$	42,648	$	58,778	$	161	$	—	$	1,524,360
Unsecured	71,654		199		310		—		—		72,163
Real estate:
One-to-four family residential	97,004		1,448		4,402		—		—		102,854
Commercial and multifamily residential:
Commercial land	139,910		—		5,385		—		—		145,295
Income property	1,150,595		974		35,413		—		—		1,186,982
Owner occupied	739,956		1,443		11,857		—		—		753,256
Real estate construction:
One-to-four family residential:
Land and acquisition	9,928		—		3,652		—		—		13,580
Residential construction	38,413		2,120		2,800		—		—		43,333
Commercial and multifamily residential:
Income property	90,235		—		463		—		—		90,698
Owner occupied	38,973		415		—		—		—		39,388
Consumer	318,977		—		6,185		5		—		325,167
Total	$	4,118,418	$	49,247	$	129,245	$	166	$	—	4,297,076
Less:
Allowance for loan and lease losses											50,442
Noncovered loans, net											$	4,246,634

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
December 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,372,038	$	43,309	$	68,300	$	—	$	—	$	1,483,647
Unsecured	72,226		199		179		—		—		72,604
Real estate:
One-to-four family residential	98,626		1,567		5,699		—		—		105,892
Commercial and multifamily residential:
Commercial land	137,850		—		4,984		—		—		142,834
Income property	1,108,033		5,473		32,926		—		—		1,146,432
Owner occupied	748,725		—		11,884		—		—		760,609
Real estate construction:
One-to-four family residential:
Land and acquisition	7,526		—		4,144		—		—		11,670
Residential construction	36,270		2,352		3,370		—		—		41,992
Commercial and multifamily residential:
Income property	86,206		—		315		—		—		86,521
Owner occupied	38,916		—		—		—		—		38,916
Consumer	321,348		331		6,188		467		—		328,334
Total	$	4,027,764	$	53,231	$	137,989	$	467	$	—	4,219,451
Less:
Allowance for loan and lease losses											52,280
Noncovered loans, net											$	4,167,171

XML

Covered Assets and FDIC Loss-sharing Asset (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Amount of Estimated Clawback Liability	$ 4,100,000
Payment Of Clawback If Losses Less Than Stated Levels, Period After Acquisition	10 years 45 days
Provision for loan and lease losses	1,922,000	(20,000)
Federal deposit insurance corporation loss-sharing indemnified assets	30,500,000
Federal deposit insurance corporation loss-sharing indemnified assets receivable	6,300,000
FDIC Loss-sharing Asset, Period Increase (Decrease)	1,900,000
Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Percentage of loss shared by FDIC	80.00%
FDIC Percentage Of Loss Recoveries	80.00%
Percentage of loss shared by FDIC When Loss Share Thresholds Met	95.00%
Percentage Of Loss Recoveries Shared By FDIC When Loss Share Thresholds Met	95.00%
Provision for loan and lease losses	2,422,000	980,000
Impairment expenses	2,600,000
Negative provision to adjust allowance for loss	$ 200,000
Covered Loans [Member] | Maximum [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loss Sharing Agreement Effective Years	10 years
Loss Recovery Provision Effective Years	10 years
Covered Loans [Member] | Minimum [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loss Sharing Agreement Effective Years	5 years
Loss Recovery Provision Effective Years	8 years

XML

Noncovered Loans (Analysis of the Aged Loan Portfolio) (Details) (Noncovered Loans [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	$ 4,239,249	$ 4,158,873
30 - 59 Days Past Due	15,155	20,754
60 - 89 Days Past Due	6,275	5,809
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	21,430	26,563
Nonaccrual Loans	36,397	34,015
Loans Receivable, Net	4,297,076	4,219,451
Consumer Portfolio Segment [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	319,391	322,685
30 - 59 Days Past Due	772	835
60 - 89 Days Past Due	124	823
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	896	1,658
Nonaccrual Loans	4,880	3,991
Loans Receivable, Net	325,167	328,334
Secured Loans [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	1,502,131	1,457,820
30 - 59 Days Past Due	2,526	12,713
60 - 89 Days Past Due	5,448	681
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	7,974	13,394
Nonaccrual Loans	14,255	12,433
Loans Receivable, Net	1,524,360	1,483,647
Unsecured Loans [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	71,514	72,255
30 - 59 Days Past Due	247	156
60 - 89 Days Past Due	116	17
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	363	173
Nonaccrual Loans	286	176
Loans Receivable, Net	72,163	72,604
One-to-Four Family Residential [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	97,365	100,591
30 - 59 Days Past Due	2,589	1,993
60 - 89 Days Past Due	0	641
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	2,589	2,634
Nonaccrual Loans	2,900	2,667
Loans Receivable, Net	102,854	105,892
Commercial Land [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	143,854	142,034
30 - 59 Days Past Due	666	0
60 - 89 Days Past Due	0	358
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	666	358
Nonaccrual Loans	775	442
Loans Receivable, Net	145,295	142,834
Income Property Multifamily [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	1,175,538	1,138,732
30 - 59 Days Past Due	5,951	144
60 - 89 Days Past Due	455	3,289
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	6,406	3,433
Nonaccrual Loans	5,038	4,267
Loans Receivable, Net	1,186,982	1,146,432
Owner Occupied Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	39,388	38,916
30 - 59 Days Past Due	0	0
60 - 89 Days Past Due	0	0
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	0	0
Nonaccrual Loans	0	0
Loans Receivable, Net	39,388	38,916
Owner Occupied [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	746,749	749,561
30 - 59 Days Past Due	1,138	4,714
60 - 89 Days Past Due	132	0
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	1,270	4,714
Nonaccrual Loans	5,237	6,334
Loans Receivable, Net	753,256	760,609
Land And Acquisition [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	9,922	8,225
30 - 59 Days Past Due	1,164	199
60 - 89 Days Past Due	0	0
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	1,164	199
Nonaccrual Loans	2,494	3,246
Loans Receivable, Net	13,580	11,670
Residential Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	42,699	41,533
30 - 59 Days Past Due	102	0
60 - 89 Days Past Due	0	0
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	102	0
Nonaccrual Loans	532	459
Loans Receivable, Net	43,333	41,992
Income Property Multifamily Construction [Member]
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current Loans	90,698	86,521
30 - 59 Days Past Due	0	0
60 - 89 Days Past Due	0	0
Financing Receivable, Recorded Investment, Equal to Greater than 90 Days Past Due	0	0
Total Past Due	0	0
Nonaccrual Loans	0	0
Loans Receivable, Net	$ 90,698	$ 86,521

XML

Securities (Summary of Gross Unrealized Losses and Fair Value of the Investments with Unrealized Losses) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Debt Securities Gross Unrealized Gain, instant	$ (23,314)	$ (22,551)
Less than 12 Months Fair Value	760,614	887,693
Less than 12 Months Unrealized Losses	(15,938)	(23,148)
12 Months or More Fair Value	162,043	166,348
12 Months or More Unrealized Losses	(12,811)	(15,783)
Total Fair Value	922,657	1,054,041
Total Unrealized Losses	(28,749)	(38,931)
Available-for-sale Debt Securities, Gross Unrealized Loss, instant	(28,749)	(38,931)
U.S. Government Agency and Government-Sponsored Enterprise Mortgage-Backed Securities and Collateralized Mortgage Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Debt Securities Gross Unrealized Gain, instant	(10,339)	(10,640)
Less than 12 Months Fair Value	399,830	492,921
Less than 12 Months Unrealized Losses	(7,290)	(10,991)
12 Months or More Fair Value	112,690	121,303
12 Months or More Unrealized Losses	(10,050)	(12,684)
Total Fair Value	512,520	614,224
Total Unrealized Losses	(17,340)	(23,675)
Available-for-sale Debt Securities, Gross Unrealized Loss, instant	(17,340)	(23,674)
State and Municipal Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Debt Securities Gross Unrealized Gain, instant	(12,472)	(11,450)
Less than 12 Months Fair Value	88,065	112,400
Less than 12 Months Unrealized Losses	(1,791)	(3,069)
12 Months or More Fair Value	17,748	13,815
12 Months or More Unrealized Losses	(984)	(923)
Total Fair Value	105,813	126,215
Total Unrealized Losses	(2,775)	(3,992)
Available-for-sale Debt Securities, Gross Unrealized Loss, instant	(2,775)	(3,993)
US Government Corporations and Agencies Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Debt Securities Gross Unrealized Gain, instant	(477)	(434)
Less than 12 Months Fair Value	251,196	260,001
Less than 12 Months Unrealized Losses	(6,026)	(8,063)
12 Months or More Fair Value	28,810	28,447
12 Months or More Unrealized Losses	(1,616)	(2,003)
Total Fair Value	280,006	288,448
Total Unrealized Losses	(7,642)	(10,066)
Available-for-sale Debt Securities, Gross Unrealized Loss, instant	(7,642)	(10,066)
US Government Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Debt Securities Gross Unrealized Gain, instant	(1)	0
Less than 12 Months Fair Value	19,253	20,114
Less than 12 Months Unrealized Losses	(786)	(967)
12 Months or More Fair Value	0	0
12 Months or More Unrealized Losses	0	0
Total Fair Value	19,253	20,114
Total Unrealized Losses	(786)	(967)
Available-for-sale Debt Securities, Gross Unrealized Loss, instant	(786)	(967)
Other Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Debt Securities Gross Unrealized Gain, instant	(25)	(27)
Less than 12 Months Fair Value	2,270	2,257
Less than 12 Months Unrealized Losses	(45)	(58)
12 Months or More Fair Value	2,795	2,783
12 Months or More Unrealized Losses	(161)	(173)
Total Fair Value	5,065	5,040
Total Unrealized Losses	(206)	(231)
Available-for-sale Debt Securities, Gross Unrealized Loss, instant	$ (206)	$ (231)

XML

Covered Assets and FDIC Loss-sharing Asset (Changes in Accretable Yield for Acquired Loans) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Covered Assets And FDIC Loss Sharing Asset
Balance at beginning of period	$ 103,907	$ 166,888
Accretion	(10,569)	(14,477)
Disposals	(2,826)	(774)
Reclassifications (to) from nonaccretable difference	11,031	7,149
Balance at end of period	$ 101,543	$ 158,786

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Fair Value Accounting and Measurement (Carrying Amounts and Estimated Fair Values of Selected Financial Instruments) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Assets
Interest-earning deposits with banks	$ 45,083	$ 14,531
Securities available for sale	1,639,370	1,664,111
Carrying (Reported) Amount, Fair Value Disclosure [Member]
Assets
Cash and due from banks	191,706	165,030
Interest-earning deposits with banks	45,083	14,531
Securities available for sale	1,639,370	1,664,111
FHLB stock	32,224	32,529
Loans held for sale		735
Loans	4,506,792	4,444,842
FDIC loss-sharing asset	36,837	39,846
Interest rate contracts	9,418	9,044
Liabilities
Deposits	6,044,416	5,959,475
FHLB Advances	6,597	36,606
Repurchase agreements	25,000	25,000
Interest rate contracts	9,418	9,044
Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and due from banks	191,706	165,030
Interest-earning deposits with banks	45,083	14,531
Securities available for sale	1,639,370	1,664,111
FHLB stock	32,224	32,529
Loans held for sale		735
Loans	4,654,744	4,605,038
FDIC loss-sharing asset	13,512	11,248
Interest rate contracts	9,418	9,044
Liabilities
Deposits	6,043,226	5,958,747
FHLB Advances	5,452	35,080
Repurchase agreements	26,303	26,361
Interest rate contracts	9,418	9,044
Fair Value, Inputs, Level 1 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and due from banks	191,706	165,030
Interest-earning deposits with banks	45,083	14,531
Securities available for sale	20,303	20,114
FHLB stock	0	0
Loans held for sale		0
Loans	0	0
FDIC loss-sharing asset	0	0
Interest rate contracts	0	0
Liabilities
Deposits	5,554,663	5,449,546
FHLB Advances	0	0
Repurchase agreements	0	0
Interest rate contracts	0	0
Fair Value, Inputs, Level 2 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and due from banks	0	0
Interest-earning deposits with banks	0	0
Securities available for sale	1,619,067	1,643,997
FHLB stock	32,224	32,529
Loans held for sale		735
Loans	0	0
FDIC loss-sharing asset	0	0
Interest rate contracts	9,418	9,044
Liabilities
Deposits	488,563	509,201
FHLB Advances	5,452	35,080
Repurchase agreements	26,303	26,361
Interest rate contracts	9,418	9,044
Fair Value, Inputs, Level 3 [Member] | Estimate of Fair Value, Fair Value Disclosure [Member]
Assets
Cash and due from banks	0	0
Interest-earning deposits with banks	0	0
Securities available for sale	0	0
FHLB stock	0	0
Loans held for sale		0
Loans	4,654,744	4,605,038
FDIC loss-sharing asset	13,512	11,248
Interest rate contracts	0	0
Liabilities
Deposits	0	0
FHLB Advances	0	0
Repurchase agreements	0	0
Interest rate contracts	$ 0	$ 0

XML

Accumulated Other Comprehensive Income (Reclassification out of AOCI) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Investment securities gains, net	$ 223	$ 370
Compensation and employee benefits	31,338	21,653
Total before tax	28,640	17,111
Income tax provision	(8,796)	(4,935)
Net Income	19,844	12,176
Reclassification out of Accumulated Other Comprehensive Income [Member] | Unrealized Gains and Losses on Available-for-Sale Securities [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Investment securities gains, net	223	370
Total before tax	223	370
Income tax provision	(81)	(130)
Net Income	142	240
Reclassification out of Accumulated Other Comprehensive Income [Member] | Unrealized Gains and Losses on Pension Plan Liability [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Compensation and employee benefits	(37)	(92)
Total before tax	(37)	(92)
Income tax provision	13	32
Net Income	$ (24)	$ (60)

XML

Allowance for Noncovered Loan and Lease Losses and Unfunded Commitments and Letters of Credit (Changes in the Allowance for Unfunded Commitments and Letters of Credit) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Jun. 30, 2012
Allowance For Loan And Lease Losses And Unfunded Loan Commitments And Letters Of Credit
Beginning balance	$ 2,505		$ 1,915
Allowance for Loan and Lease Losses, Net Changes In Unfunded Commitments and Letters Of Credit Allowance	(50)	0
Ending balance	$ 2,455	$ 1,915	$ 1,915

XML

Basis of Presentation and Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Basis of Presentation And Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The interim unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. The consolidated financial statements include the accounts of the Company and its subsidiaries, including its wholly owned banking subsidiary Columbia Bank (the “Bank”) and West Coast Trust. All intercompany transactions and accounts have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. The results of operations for the three months ended March 31, 2014 are not necessarily indicative of results to be anticipated for the year ending December 31, 2014. The accompanying interim unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s 2013 Annual Report on Form 10-K.

Significant Accounting Policies

The significant accounting policies used in preparation of our consolidated financial statements are disclosed in our 2013 Annual Report on Form 10-K. There have not been any changes in our significant accounting policies compared to those contained in our 2013 Form 10-K disclosure for the year ended December 31, 2013.

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Derivatives and Balance Sheet Offsetting (Details) (Not Designated as Hedging Instrument [Member], Interest Rate Contracts [Member], USD $)	Mar. 31, 2014	Dec. 31, 2013
Derivative [Line Items]
Derivative, Notional Amount	$ 186,900,000	$ 179,500,000
Other Assets [Member]
Derivative [Line Items]
Fair value of asset derivative instruments	9,418,000	9,044,000
Other Liabilities [Member]
Derivative [Line Items]
Fair value of liability derivative instruments	$ 9,418,000	$ 9,044,000

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Noncovered Loans (Analysis of Impaired Loans) (Details) (Noncovered Loans [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	$ 4,270,389		$ 4,193,062
Recorded Investment of Loans Individually Measured for Specific Impairment	26,687		26,389
Recorded Investment	21		23
Unpaid Principal Balance	26		27
Related Allowance	3		4
Average Recorded Investment Impaired Loans	26,538	33,743
Interest Recognized on Impaired Loans	336	322
Income Property Multifamily Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	90,698		86,521
Recorded Investment of Loans Individually Measured for Specific Impairment	0		0
Recorded Investment	0		0
Unpaid Principal Balance	0		0
Related Allowance	0		0
Consumer Portfolio Segment [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	325,008		328,167
Recorded Investment of Loans Individually Measured for Specific Impairment	159		167
Average Recorded Investment Impaired Loans	163	127
Interest Recognized on Impaired Loans	2	2
Residential Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	43,333		41,992
Recorded Investment of Loans Individually Measured for Specific Impairment	0		0
Recorded Investment	0		0
Unpaid Principal Balance	0		0
Related Allowance	0		0
Average Recorded Investment Impaired Loans	0	1,051
Interest Recognized on Impaired Loans	0	2
Land And Acquisition [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	12,386		9,726
Recorded Investment of Loans Individually Measured for Specific Impairment	1,194		1,944
Recorded Investment	113		113
Unpaid Principal Balance	112		113
Related Allowance	71		71
Average Recorded Investment Impaired Loans	1,569	2,700
Interest Recognized on Impaired Loans	1	1
Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	743,984		749,601
Recorded Investment of Loans Individually Measured for Specific Impairment	9,272		11,008
Recorded Investment	593		3,802
Unpaid Principal Balance	592		3,817
Related Allowance	38		1,073
Average Recorded Investment Impaired Loans	10,140	11,620
Interest Recognized on Impaired Loans	241	279
Owner Occupied Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	39,388		38,916
Recorded Investment of Loans Individually Measured for Specific Impairment	0		0
Recorded Investment	0		0
Unpaid Principal Balance	0		0
Related Allowance	0		0
Income Property Multifamily [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	1,180,523		1,140,019
Recorded Investment of Loans Individually Measured for Specific Impairment	6,459		6,413
Recorded Investment	0		918
Unpaid Principal Balance	0		933
Related Allowance	0		26
Average Recorded Investment Impaired Loans	6,436	8,710
Interest Recognized on Impaired Loans	62	29
Commercial Land [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	145,188		142,719
Recorded Investment of Loans Individually Measured for Specific Impairment	107		115
Recorded Investment	0		0
Unpaid Principal Balance	0		0
Related Allowance	0		0
Average Recorded Investment Impaired Loans	111	2,714
Interest Recognized on Impaired Loans	0	0
One-to-Four Family Residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	100,762		104,272
Recorded Investment of Loans Individually Measured for Specific Impairment	2,092		1,620
Recorded Investment	437		442
Unpaid Principal Balance	476		479
Related Allowance	133		138
Average Recorded Investment Impaired Loans	1,856	1,816
Interest Recognized on Impaired Loans	13	4
Unsecured Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	72,136		72,569
Recorded Investment of Loans Individually Measured for Specific Impairment	27		35
Recorded Investment	27		35
Unpaid Principal Balance	27		35
Related Allowance	27		35
Average Recorded Investment Impaired Loans	31	88
Interest Recognized on Impaired Loans	0	1
Secured Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment of Loans Collectively Measured for Contingency Provision	1,516,983		1,478,560
Recorded Investment of Loans Individually Measured for Specific Impairment	7,377		5,087
Recorded Investment	3,202		2,866
Unpaid Principal Balance	3,235		2,885
Related Allowance	1,521		343
Average Recorded Investment Impaired Loans	6,232	4,917
Interest Recognized on Impaired Loans	17	4
Impaired Loans Without Recorded Allowance [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	22,294		18,190
Unpaid Principal Balance	31,595		26,223
Impaired Loans With Recorded Allowance [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	4,393		8,199
Unpaid Principal Balance	4,468		8,289
Related Allowance	1,793		1,690
Impaired Loans Without Recorded Allowance [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	138		144
Unpaid Principal Balance	204		210
Impaired Loans Without Recorded Allowance [Member] | Income Property Multifamily Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	0		0
Unpaid Principal Balance	0		0
Impaired Loans Without Recorded Allowance [Member] | Residential Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	0		0
Unpaid Principal Balance	0		0
Impaired Loans Without Recorded Allowance [Member] | Land And Acquisition [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	1,081		1,831
Unpaid Principal Balance	1,456		2,587
Impaired Loans Without Recorded Allowance [Member] | Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	8,679		7,206
Unpaid Principal Balance	13,042		10,464
Impaired Loans Without Recorded Allowance [Member] | Owner Occupied Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	0		0
Unpaid Principal Balance	0		0
Impaired Loans Without Recorded Allowance [Member] | Income Property Multifamily [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	6,459		5,495
Unpaid Principal Balance	8,968		7,885
Impaired Loans Without Recorded Allowance [Member] | Commercial Land [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	107		115
Unpaid Principal Balance	398		398
Impaired Loans Without Recorded Allowance [Member] | One-to-Four Family Residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	1,655		1,178
Unpaid Principal Balance	2,812		2,119
Impaired Loans Without Recorded Allowance [Member] | Unsecured Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	0		0
Unpaid Principal Balance	0		0
Impaired Loans Without Recorded Allowance [Member] | Secured Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment	4,175		2,221
Unpaid Principal Balance	$ 4,715		$ 2,560

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Accumulated Other Comprehensive Income (Tables)

3 Months Ended

Mar. 31, 2014

Accumulated Other Comprehensive Income (Loss) [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

The following table shows changes in accumulated other comprehensive income (loss) by component for the three month periods ended March 31, 2014 and 2013:

	Unrealized Gains and Losses on Available-for-Sale Securities (1)			Unrealized Gains and Losses on Pension Plan Liability (1)			Total (1)
Three months ended March 31, 2014	(in thousands)
Beginning balance	$	(10,108	)	$	(1,936	)	$	(12,044	)
Other comprehensive income before reclassifications	7,119			—			7,119
Amounts reclassified from accumulated other comprehensive loss (2)	(142		)	24			(118		)
Net current-period other comprehensive income	6,977			24			7,001
Ending balance	$	(3,131	)	$	(1,912	)	$	(5,043	)
Three months ended March 31, 2013
Beginning balance	$	20,918		$	(769	)	$	20,149
Other comprehensive loss before reclassifications	(2,493		)	(757		)	(3,250		)
Amounts reclassified from accumulated other comprehensive income (2)	(240		)	60			(180		)
Net current-period other comprehensive loss	(2,733		)	(697		)	(3,430		)
Ending balance	$	18,185		$	(1,466	)	$	16,719

__________

(1) All amounts are net of tax. Amounts in parenthesis indicate debits.

(2) See following table for details about these reclassifications.

Schedule of reclassifications from accumulated other comprehensive income [Table Text Block]

The following table shows details regarding the reclassifications from accumulated other comprehensive income for the three month periods ended March 31, 2014 and 2013:

	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected line Item in the Consolidated Statement of Income
	Three Months Ended March 31,
	2014			2013
	(in thousands)
Unrealized gains and losses on available-for-sale securities
Investment securities gains	$	223		$	370		Investment securities gains, net
	223			370			Total before tax
	(81		)	(130		)	Income tax provision
	$	142		$	240		Net of tax
Amortization of pension plan liability
Actuarial losses	$	(37	)	$	(92	)	Compensation and employee benefits
	(37		)	(92		)	Total before tax
	13			32			Income tax benefit
	$	(24	)	$	(60	)	Net of tax

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill and Intangible Assets

The following table sets forth activity for goodwill and other intangible assets for the periods indicated:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Total goodwill (1)	343,952			115,554
Other intangible assets, net
Core deposit intangible:
Gross core deposit intangible balance at beginning of period (1)	47,698			32,441
Accumulated amortization at beginning of period	(22,765		)	(16,720		)
Core deposit intangible, net at beginning of period	24,933			15,721
CDI current period amortization	(1,579		)	(1,028		)
Total core deposit intangible, net at end of period	23,354			14,693
Intangible assets not subject to amortization	919			—
Other intangible assets, net at end of period	24,273			14,693
Total goodwill and other intangible assets at end of period	$	368,225		$	130,247

Estimated Future Amortization Expense of Core Deposit Intangibles

__________

(1) See Note 3, Business Combinations, for additional information regarding goodwill and intangible assets recorded related to the acquisition of West Coast on April 1, 2013.

The following table provides the estimated future amortization expense of core deposit intangibles for the remaining nine months ending December 31, 2014 and the succeeding four years:

	Amount
	(in thousands)
Year ending December 31,
2014	$	4,383
2015	4,934
2016	4,195
2017	3,361
2018	2,500

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Covered Assets and FDIC Loss-sharing Asset Covered Loans - Credit Quality Indicator (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Net Reported Amount	$ 4,506,792	$ 4,444,842
Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	317,836	341,142
Valuation discount on covered loans	37,549	43,297
Loans and Leases Receivable, Allowance	20,129	20,174	29,489	30,056
Loans and Leases Receivable, Net Reported Amount	260,158	277,671
Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	256,260	264,008
Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	8,259	12,118
Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	53,290	64,989
Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	27	27
Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Commercial Portfolio Segment [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	64,945	72,870
Real Estate Portfolio Segment [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	203,032	212,521
Real Estate Construction Portfolio Segment [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	17,318	21,650
Consumer Portfolio Segment [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	32,541	34,101
Consumer Portfolio Segment [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	29,657	30,722
Consumer Portfolio Segment [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	33
Consumer Portfolio Segment [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	2,857	3,319
Consumer Portfolio Segment [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	27	27
Consumer Portfolio Segment [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Secured Loans [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	61,741	69,650
Secured Loans [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	44,916	48,510
Secured Loans [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,276	2,849
Secured Loans [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	15,549	18,291
Secured Loans [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Secured Loans [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Unsecured Loans [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	3,204	3,220
Unsecured Loans [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	2,728	2,732
Unsecured Loans [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	396	396
Unsecured Loans [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	80	92
Unsecured Loans [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Unsecured Loans [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
One-to-Four Family Residential [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	39,056	41,642
One-to-Four Family Residential [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	32,729	35,066
One-to-Four Family Residential [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,828	1,842
One-to-Four Family Residential [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	4,499	4,734
One-to-Four Family Residential [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
One-to-Four Family Residential [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Commercial Land [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	18,227	18,565
Commercial Land [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	10,487	10,778
Commercial Land [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	198
Commercial Land [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	7,740	7,589
Commercial Land [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Commercial Land [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	70,021	70,592
Income Property Multifamily [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	58,519	55,985
Income Property Multifamily [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	3,945	3,950
Income Property Multifamily [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	7,557	10,657
Income Property Multifamily [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	75,728	81,722
Owner Occupied [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	65,389	67,653
Owner Occupied [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	814	111
Owner Occupied [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	9,525	13,958
Owner Occupied [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Land And Acquisition [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	5,615	9,349
Land And Acquisition [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	4,036	4,674
Land And Acquisition [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	2,739
Land And Acquisition [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,579	1,936
Land And Acquisition [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Land And Acquisition [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Residential Construction [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	5,354	5,432
Residential Construction [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	2,973	3,008
Residential Construction [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Residential Construction [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	2,381	2,424
Residential Construction [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Residential Construction [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily Construction [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	5,284	5,515
Income Property Multifamily Construction [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	3,761	3,806
Income Property Multifamily Construction [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily Construction [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,523	1,709
Income Property Multifamily Construction [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Income Property Multifamily Construction [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied Construction [Member] | Covered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,065	1,354
Owner Occupied Construction [Member] | Covered Loans [Member] | Pass [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	1,065	1,074
Owner Occupied Construction [Member] | Covered Loans [Member] | Special Mention [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied Construction [Member] | Covered Loans [Member] | Substandard [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	280
Owner Occupied Construction [Member] | Covered Loans [Member] | Doubtful [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	0	0
Owner Occupied Construction [Member] | Covered Loans [Member] | Unlikely to be Collected Financing Receivable [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	$ 0	$ 0

XML

Noncovered Loans Noncovered Loans (Analysis of Troubled Debt Restructurings) (Details) (Noncovered Loans [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014 Modifications	Mar. 31, 2013 Modifications
Financing Receivable, Modifications [Line Items]
Number of TDR Modifications	5	1
Pre-Modification Outstanding Recorded Investment	$ 1,183	$ 117
Post-Modification Outstanding Recorded Investment	1,166	117
Secured Loans [Member]
Financing Receivable, Modifications [Line Items]
Number of TDR Modifications	2	0
Pre-Modification Outstanding Recorded Investment	546	0
Post-Modification Outstanding Recorded Investment	546	0
One-to-Four Family Residential [Member]
Financing Receivable, Modifications [Line Items]
Number of TDR Modifications	2	0
Pre-Modification Outstanding Recorded Investment	494	0
Post-Modification Outstanding Recorded Investment	494	0
Income Property Multifamily [Member]
Financing Receivable, Modifications [Line Items]
Number of TDR Modifications	1	0
Pre-Modification Outstanding Recorded Investment	143	0
Post-Modification Outstanding Recorded Investment	126	0
Land And Acquisition [Member]
Financing Receivable, Modifications [Line Items]
Number of TDR Modifications	0	1
Pre-Modification Outstanding Recorded Investment	0	117
Post-Modification Outstanding Recorded Investment	$ 0	$ 117

XML

Derivatives and Balance Sheet Offsetting (Tables) (Not Designated as Hedging Instrument [Member])

3 Months Ended

Mar. 31, 2014

Not Designated as Hedging Instrument [Member]

Derivative [Line Items]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value

The following table presents the fair value of derivatives not designated as hedging instruments at March 31, 2014 and December 31, 2013:

Asset Derivatives

Liability Derivatives

March 31, 2014

December 31, 2013

March 31, 2014

December 31, 2013

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(in thousands)

Interest rate contracts

Other assets

$

9,418

Other assets

$

9,044

Other liabilities

$

9,418

Other liabilities

$

9,044

XML

Fair Value Accounting and Measurement (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Financial Assets And Liabilities Accounted For Fair Value On Recurring Basis

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at March 31, 2014 and December 31, 2013 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

	Fair value		Fair Value Measurements at Reporting Date Using
			Level 1		Level 2		Level 3
March 31, 2014	(in thousands)
Assets
Securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	912,298	$	—	$	912,298	$	—
State and municipal debt securities	373,680		—		373,680		—
U.S. government agency and government-sponsored enterprise securities	327,986		—		327,986		—
U.S. government securities	20,303		20,303		—		—
Other securities	5,103		—		5,103		—
Total securities available for sale	$	1,639,370	$	20,303	$	1,619,067	$	—
Other assets (Interest rate contracts)	$	9,418	$	—	$	9,418	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	9,418	$	—	$	9,418	$	—

	Fair value		Fair Value Measurements at Reporting Date Using
			Level 1		Level 2		Level 3
December 31, 2013	(in thousands)
Assets
Securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	948,408	$	—	$	948,408	$	—
State and municipal debt securities	364,470		—		364,470		—
U.S. government agency and government-sponsored enterprise securities	326,039		—		326,039		—
U.S. government securities	20,114		20,114		—		—
Other securities	5,080		—		5,080		—
Total securities available for sale	$	1,664,111	$	20,114	$	1,643,997	$	—
Other assets (Interest rate contracts)	$	9,044	$	—	$	9,044	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	9,044	$	—	$	9,044	$	—

Financial Assets Accounted For Fair Value On Nonrecurring Basis

The following tables set forth the Company's assets that were measured using fair value estimates on a nonrecurring basis during the periods ended March 31, 2014 and 2013:

	Fair value at March 31, 2014		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended March 31, 2014
			Level 1		Level 2		Level 3
	(in thousands)
Impaired loans	$	2,094	$	—	$	—	$	2,094	$	1,387
Noncovered OREO	1,749		—		—		1,749		687
Covered OREO	4,376		—		—		4,376		616
	$	8,219	$	—	$	—	$	8,219	$	2,690

	Fair value at March 31, 2013		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended March 31, 2013
			Level 1		Level 2		Level 3
	(in thousands)
Impaired loans	$	477	$	—	$	—	$	477	$	102
Noncovered OREO	1,350		—		—		1,350		101
Covered OREO	65		—		—		65		65
	$	1,892	$	—	$	—	$	1,892	$	268

Fair Value, by Balance Sheet Grouping

The following tables summarize carrying amounts and estimated fair values of selected financial instruments as well as assumptions used by the Company in estimating fair value at March 31, 2014 and December 31, 2013:

	March 31, 2014
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	191,706	$	191,706	$	191,706	$	—	$	—
Interest-earning deposits with banks	45,083		45,083		45,083		—		—
Securities available for sale	1,639,370		1,639,370		20,303		1,619,067		—
FHLB stock	32,224		32,224		—		32,224		—
Loans	4,506,792		4,654,744		—		—		4,654,744
FDIC loss-sharing asset	36,837		13,512		—		—		13,512
Interest rate contracts	9,418		9,418		—		9,418		—
Liabilities
Deposits	$	6,044,416	$	6,043,226	$	5,554,663	$	488,563	$	—
FHLB Advances	6,597		5,452		—		5,452		—
Repurchase agreements	25,000		26,303		—		26,303		—
Interest rate contracts	9,418		9,418		—		9,418		—

	December 31, 2013
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	165,030	$	165,030	$	165,030	$	—	$	—
Interest-earning deposits with banks	14,531		14,531		14,531		—		—
Securities available for sale	1,664,111		1,664,111		20,114		1,643,997		—
FHLB stock	32,529		32,529		—		32,529		—
Loans held for sale	735		735		—		735		—
Loans	4,444,842		4,605,038		—		—		4,605,038
FDIC loss-sharing asset	39,846		11,248		—		—		11,248
Interest rate contracts	9,044		9,044		—		9,044		—
Liabilities
Deposits	$	5,959,475	$	5,958,747	$	5,449,546	$	509,201	$	—
FHLB Advances	36,606		35,080		—		35,080		—
Repurchase agreements	25,000		26,361		—		26,361		—
Interest rate contracts	9,044		9,044		—		9,044		—

Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value Inputs, Assets, Quantitative Information

The range and weighted-average of the significant unobservable inputs used to fair value our Level 3 nonrecurring assets, along with the valuation techniques used, are shown in the following table:

	Fair value at March 31, 2014		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans - real estate collateral	$	990	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Impaired loans - other collateral (3)	1,104		Fair Market Value of Collateral	Adjustment to Stated value	0% - 100% (68%)
Noncovered OREO	$	1,749	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Covered OREO	4,376		Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount applied to appraisal value, letter of intent to purchase, or stated value (in the case of accounts receivable, inventory and equipment).
(2) Quantitative disclosures are not provided for impaired loans collateralized by real estate, noncovered OREO and covered OREO because there were no adjustments made to the appraisal value during the current period.
(3) Other collateral consists of accounts receivable, inventory and equipment.

	Fair value at March 31, 2013		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans	$	477	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Noncovered OREO	1,350		Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Covered OREO	65		Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount applied to appraisal value, letter of intent to purchase, or stated value (in the case of accounts receivable, inventory and equipment).
(2) Quantitative disclosures are not provided for impaired loans collateralized by real estate, noncovered OREO and covered OREO because there were no adjustments made to the appraisal value during the current period.

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows From Operating Activities
Net Income	$ 19,844	$ 12,176
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan and lease losses and losses on covered loans	1,922	(20)
Stock-based compensation expense	680	551
Depreciation, amortization and accretion	8,972	13,015
Net realized gain on sale of securities	223	370
Net realized gain on sale of other assets	8	(80)
Net realized (gain) loss on sale of other real estate owned	(1,659)	(2,787)
Write-down on other real estate owned	1,580	158
Net change in:
Loans held for sale	735	1,675
Interest receivable	(1,394)	(2,053)
Interest payable	(13)	(40)
Other assets	5,714	3,192
Other liabilities	(649)	(11,739)
Net cash provided by operating activities	35,517	13,678
Cash Flows From Investing Activities
Loans originated and acquired, net of principal collected	64,065	71,815
Purchases of securities available for sale	(10,787)	(84,673)
Purchases of premises and equipment	(4,930)	(3,624)
Proceeds from FDIC reimbursement on loss-sharing asset	539	3,692
Proceeds from sales of securities available for sale	6,441	3,023
Proceeds from principal repayments and maturities of securities available for sale	36,530	64,758
Proceeds from Sales of Assets, Investing Activities	337	287
Proceeds from sales of covered other real estate owned	3,103	6,438
Proceeds from sales of other real estate and other personal property owned	8,102	2,019
Payment to FDIC Related to Loss-Sharing Asset	(2,217)	(573)
Net cash provided by (used in) investing activities	(26,947)	(80,468)
Cash Flows From Financing Activities
Net increase (decrease) in deposits	84,941	4,454
Proceeds from Federal Home Loan Bank advances	587,000	100
Proceeds from Federal Reserve Bank borrowings	50	50
Proceeds from exercise of stock options	405	326
Repayment of Federal Home Loan Bank advances	(617,000)	(100)
Repayment of Federal Reserve Bank borrowings	(50)	(50)
Payment of common stock dividends	(6,154)	(3,971)
Payments of Ordinary Dividends, Preferred Stock and Preference Stock	(12)	0
Purchase and retirement of common stock	522	0
Net cash used by financing activities	48,658	809
Increase (Decrease) in cash and cash equivalents	57,228	(65,981)
Cash and cash equivalents at beginning of period	179,561	513,926
Cash and cash equivalents at end of period	236,789	447,945
Non-cash investing activities
Loans transferred to other real estate owned	5,751	4,114
Cash paid for interest	999	1,319
Cash paid for income tax	$ 10	$ 5,500

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Earnings per Common Share (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013:

	Three Months Ended
	March 31,
	2014		2013
	(in thousands except per share)
Basic EPS:
Net income	$	19,844	$	12,176
Less: Earnings allocated to participating securities
Preferred shares	40		—
Nonvested restricted shares	169		123
Earnings allocated to common shareholders	$	19,635	$	12,053
Weighted average common shares outstanding	51,097		39,348
Basic earnings per common share	$	0.38	$	0.31
Diluted EPS:
Earnings allocated to common shareholders	$	19,639	$	12,053
Weighted average common shares outstanding	51,097		39,348
Dilutive effect of equity awards	1,336		3
Weighted average diluted common shares outstanding	52,433		39,351
Diluted earnings per common share	$	0.37	$	0.31
Potentially dilutive share options that were not included in the computation of diluted EPS because to do so would be anti-dilutive	83		9

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Noncovered Loans (Analysis of Loan Portfolio by Major Types of Loans) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Deferred Income	$ 62,724	$ 68,282
Loans, net	4,506,792	4,444,842
Loans held for sale	0	735
Noncovered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Deferred Income	62,724	68,282
Recorded Investment	4,297,076	4,219,451
Allowance for loan losses	50,442	52,280	51,119	52,244
Loans, net	4,246,634	4,167,171
Loans held for sale	0	735
One-to-Four Family Residential [Member] | Noncovered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage	105,141	108,317
Loans and Leases Receivable, Gross, Consumer, Construction	57,310	54,155
Allowance for loan losses	1,194	1,252	657	694
Commercial and Multifamily Residential [Member] | Noncovered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans Receivable, Gross, Commercial, Mortgage	2,113,609	2,080,075
Loans Receivable, Gross, Commercial, Construction	130,809	126,390
Commercial Portfolio Segment [Member] | Noncovered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans Receivable, Gross, Commercial and Industrial	1,601,676	1,561,782
Real Estate Portfolio Segment [Member] | Noncovered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans Receivable Real Estate Mortgage	2,218,750	2,188,392
Real Estate Construction Portfolio Segment [Member] | Noncovered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans Receivable Real Estate Construction	188,119	180,545
Consumer Portfolio Segment [Member] | Noncovered Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Loans and Leases Receivable, Gross, Consumer	351,255	357,014
Allowance for loan losses	$ 2,637	$ 2,547	$ 2,364	$ 2,437

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Covered Assets and FDIC Loss-sharing Asset (Changes in Allowance for Covered Loans) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Provision for loan and lease losses	$ 1,922	$ (20)
Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Beginning balance	20,174	30,056
Loans charged off	(4,273)	(2,382)
Recoveries	1,806	835
Provision for loan and lease losses	2,422	980
Ending balance	$ 20,129	$ 29,489

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014		Dec. 31, 2013
ASSETS
Cash and due from banks	$ 191,706		$ 165,030
Interest-earning deposits with banks	45,083		14,531
Total cash and cash equivalents	236,789		179,561
Securities available for sale at fair value (amortized cost of $1,644,805 and $1,680,491, respectively)	1,639,370		1,664,111
Federal Home Loan Bank stock at cost	32,224		32,529
Loans held for sale	0		735
Loans, net	4,506,792		4,444,842
FDIC loss sharing asset	36,837		39,846
Interest receivable	23,600		22,206
Premises and equipment, net	156,836		154,732
Other real estate owned ($14,712 and $12,093 covered by FDIC loss share, respectively)	30,552		35,927
Goodwill	343,952		343,952
Intangible Assets, Net (Excluding Goodwill)	24,273		25,852
Other assets	205,828		217,289
Total Assets	7,237,053		7,161,582
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing	2,225,212		2,171,703
Interest-bearing	3,819,204		3,787,772
Total deposits	6,044,416		5,959,475
Federal Home Loan Bank advances	6,597		36,606
Securities sold under agreements to repurchase	25,000		25,000
Other liabilities	86,549		87,252
Total liabilities	6,162,562		6,108,333
Commitments and contingent liabilities
Preferred Stock, Shares Authorized	2,000		2,000
Preferred Stock, Shares Issued	9		9
Preferred Stock, Value, Issued	2,217		2,217
Shareholders' equity:
Authorized shares	63,033		63,033
Common Stock Shares Issued And Outstanding	52,600		51,265
Common Stock (no par value)	861,125		860,562
Retained earnings	216,192		202,514
Accumulated other comprehensive income	(5,043)	[1]	(12,044)	[1]
Total shareholders' equity	1,074,491		1,053,249
Total Liabilities and Shareholders' Equity	7,237,053		7,161,582
Noncovered Loans [Member]
ASSETS
Loans held for sale	0		735
Loans, excluding covered loans, net of unearned income of ($62,724) and ($68,282), respectively	4,297,076		4,219,451
Loans and Leases Receivable, Allowance	50,442		52,280
Loans, net	4,246,634		4,167,171
Other real estate owned ($14,712 and $12,093 covered by FDIC loss share, respectively)	15,840		23,834
Covered Loans [Member]
ASSETS
Loans and Leases Receivable, Allowance	20,129		20,174
Loans, net	260,158		277,671
Other real estate owned ($14,712 and $12,093 covered by FDIC loss share, respectively)	$ 14,712		$ 12,093

[1] All amounts are net of tax. Amounts in parenthesis indicate debits.

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Allowance for Noncovered Loan and Lease Losses and Unfunded Commitments and Letters of Credit (Narrative) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for loan and lease losses	$ 1,922	$ (20)
Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Percentage of unallocated loan amount	5.00%
Noncovered Loans [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Provision for loan and lease losses	$ (500)	$ (1,000)

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net unrealized holding gain (loss) from available for sale securities arising during the period, tax	$ (4,049)	$ 1,357
Reclassification adjustment of net gain from sale of available for sale securities included in income, tax	81	130
Net unrealized gain from unfunded defined benefit plan liability arising during the period, tax	0	412
Less: amortization of unrecognized net actuarial loss included in net periodic pension cost, tax	$ (13)	$ (32)

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Shareholders' Equity (Details) (USD $) In Millions, except Share data, unless otherwise specified	0 Months Ended		3 Months Ended		0 Months Ended
	Apr. 23, 2014	Jan. 23, 2014	Mar. 31, 2014	Apr. 02, 2013	Apr. 23, 2014 Dividend Declared [Member]	Apr. 02, 2013 Series B Preferred Stock [Member]
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues						8,782
Preferred Stock Converted Into Common Stock, Shares			102,363
Declared quarterly cash dividend		$ 0.12			$ 0.12
Class of Warrant or Right, Number of Securities Called by Warrants or Rights			582,799
Class of Warrant or Right, Exercise Price of Warrants or Rights				8.58
Warrants and Rights Outstanding			$ 5.0
Warrant activity, gross shares			1,631,840
Warrant Activity, Net Shares			1,139,698
Special Dividends Payable, Amount Per Share	$ 0.12

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Securities (Schedule of Contractual Maturities of Investment Securities Available for Sale) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Available-for-sale Securities [Abstract]
Due within one year, Amortized Cost	$ 23,252
Due after one year through five years, Amortized Cost	337,507
Due after five years through ten years, Amortized Cost	434,217
Due after ten years, Amortized Cost	844,545
No stated maturity date, Amortized Cost Basis	5,284
Total investment securities available-for-sale, Amortized Cost	1,644,805
Due within one year, Fair Value	23,415
Due after one year through five years, Fair Value	336,477
Due after five years through ten years, Fair Value	431,506
Due after ten years, Fair Value	842,869
No stated maturity date, Fair Value	5,103
Total investment securities available-for-sale, Fair Value	$ 1,639,370

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Fair Value Accounting and Measurement (Financial Assets Accounted For Fair Value On Nonrecurring Basis) (Details) (Fair Value, Measurements, Nonrecurring [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	$ 2,094	$ 477
Fair Value, Option, Changes in Fair Value, Gain (Loss)	(2,690)	(268)
Assets, Fair Value Disclosure	8,219	1,892
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	0	0
Assets, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	0	0
Assets, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impaired loans	2,094	477
Assets, Fair Value Disclosure	8,219	1,892
Impaired Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Option, Changes in Fair Value, Gain (Loss)	(1,387)	(102)
Covered Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OREO	4,376	65
Covered Loans [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OREO	0	0
Covered Loans [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OREO	0	0
Covered Loans [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OREO	4,376	65
Covered Loans [Member] | Other Real Estate Owned [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Option, Changes in Fair Value, Gain (Loss)	(616)	(65)
Noncovered Loans [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OREO	1,749	1,350
Noncovered Loans [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OREO	0	0
Noncovered Loans [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OREO	0	0
Noncovered Loans [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
OREO	1,749	1,350
Noncovered Loans [Member] | Other Real Estate Owned [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Option, Changes in Fair Value, Gain (Loss)	$ (687)	$ (101)

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Earnings per Common Share

3 Months Ended

Mar. 31, 2014

Earnings Per Share [Abstract]

Earnings Per Common Share

Earnings per Common Share

The Company applies the two-class method of computing basic and diluted EPS. Under the two-class method, EPS is determined for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The Company issues restricted shares under share-based compensation plans and preferred shares which qualify as participating securities.

The following table sets forth the computation of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013:

	Three Months Ended
	March 31,
	2014		2013
	(in thousands except per share)
Basic EPS:
Net income	$	19,844	$	12,176
Less: Earnings allocated to participating securities
Preferred shares	40		—
Nonvested restricted shares	169		123
Earnings allocated to common shareholders	$	19,635	$	12,053
Weighted average common shares outstanding	51,097		39,348
Basic earnings per common share	$	0.38	$	0.31
Diluted EPS:
Earnings allocated to common shareholders	$	19,639	$	12,053
Weighted average common shares outstanding	51,097		39,348
Dilutive effect of equity awards	1,336		3
Weighted average diluted common shares outstanding	52,433		39,351
Diluted earnings per common share	$	0.37	$	0.31
Potentially dilutive share options that were not included in the computation of diluted EPS because to do so would be anti-dilutive	83		9

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Securities (Carrying Value of Securities Pledged as Collateral) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Schedule of Available-for-sale Securities [Line Items]
Carrying amount of securities pledged as collateral	$ 363,730
Washington and Oregon State Public Deposits [Member]
Schedule of Available-for-sale Securities [Line Items]
Carrying amount of securities pledged as collateral	278,061
Federal Reserve Bank Advances [Member]
Schedule of Available-for-sale Securities [Line Items]
Carrying amount of securities pledged as collateral	42,631
Other Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Carrying amount of securities pledged as collateral	$ 43,038

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Noncovered Loans (Tables) (Noncovered Loans [Member])

3 Months Ended

Mar. 31, 2014

Noncovered Loans [Member]

Financing Receivable, Recorded Investment [Line Items]

Analysis of Loan Portfolio by Major Types of Loans

The following is an analysis of the noncovered loan portfolio by major types of loans (net of unearned income):

	March 31, 2014			December 31, 2013
Noncovered loans:	(in thousands)
Commercial business	$	1,601,676		$	1,561,782
Real estate:
One-to-four family residential	105,141			108,317
Commercial and multifamily residential	2,113,609			2,080,075
Total real estate	2,218,750			2,188,392
Real estate construction:
One-to-four family residential	57,310			54,155
Commercial and multifamily residential	130,809			126,390
Total real estate construction	188,119			180,545
Consumer	351,255			357,014
Less: Net unearned income	(62,724		)	(68,282		)
Total noncovered loans, net of unearned income	4,297,076			4,219,451
Less: Allowance for loan and lease losses	(50,442		)	(52,280		)
Total noncovered loans, net	$	4,246,634		$	4,167,171
Loans held for sale	$	—		$	735

Analysis of nonaccrual loans

The following is an analysis of noncovered, nonaccrual loans as of March 31, 2014 and December 31, 2013:

	March 31, 2014				December 31, 2013
	Recorded Investment Nonaccrual Loans		Unpaid Principal Balance Nonaccrual Loans		Recorded Investment Nonaccrual Loans		Unpaid Principal Balance Nonaccrual Loans
Noncovered loans:	(in thousands)
Commercial business:
Secured	$	14,255	$	20,481	$	12,433	$	19,186
Unsecured	286		316		176		202
Real estate:
One-to-four family residential	2,900		5,112		2,667		4,678
Commercial & multifamily residential:
Commercial land	775		1,101		442		783
Income property	5,038		6,118		4,267		5,383
Owner occupied	5,237		7,397		6,334		7,486
Real estate construction:
One-to-four family residential:
Land and acquisition	2,494		5,469		3,246		6,601
Residential construction	532		2,001		459		1,928
Consumer	4,880		6,804		3,991		6,187
Total	$	36,397	$	54,799	$	34,015	$	52,434

Past Due Financing Receivables

The following is an aging of the recorded investment of the noncovered loan portfolio as of March 31, 2014 and December 31, 2013:

	Current Loans		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Nonaccrual Loans		Total Loans
March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,502,131	$	2,526	$	5,448	$	—	$	7,974	$	14,255	$	1,524,360
Unsecured	71,514		247		116		—		363		286		72,163
Real estate:
One-to-four family residential	97,365		2,589		—		—		2,589		2,900		102,854
Commercial & multifamily residential:
Commercial land	143,854		666		—		—		666		775		145,295
Income property	1,175,538		5,951		455		—		6,406		5,038		1,186,982
Owner occupied	746,749		1,138		132		—		1,270		5,237		753,256
Real estate construction:
One-to-four family residential:
Land and acquisition	9,922		1,164		—		—		1,164		2,494		13,580
Residential construction	42,699		102		—		—		102		532		43,333
Commercial & multifamily residential:
Income property	90,698		—		—		—		—		—		90,698
Owner occupied	39,388		—		—		—		—		—		39,388
Consumer	319,391		772		124		—		896		4,880		325,167
Total	$	4,239,249	$	15,155	$	6,275	$	—	$	21,430	$	36,397	$	4,297,076
	Current Loans		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Nonaccrual Loans		Total Loans
December 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,457,820	$	12,713	$	681	$	—	$	13,394	$	12,433	$	1,483,647
Unsecured	72,255		156		17		—		173		176		72,604
Real estate:
One-to-four family residential	100,591		1,993		641		—		2,634		2,667		105,892
Commercial & multifamily residential:
Commercial land	142,034		—		358		—		358		442		142,834
Income property	1,138,732		144		3,289		—		3,433		4,267		1,146,432
Owner occupied	749,561		4,714		—		—		4,714		6,334		760,609
Real estate construction:
One-to-four family residential:
Land and acquisition	8,225		199		—		—		199		3,246		11,670
Residential construction	41,533		—		—		—		—		459		41,992
Commercial & multifamily residential:
Income property	86,521		—		—		—		—		—		86,521
Owner occupied	38,916		—		—		—		—		—		38,916
Consumer	322,685		835		823		—		1,658		3,991		328,334
Total	$	4,158,873	$	20,754	$	5,809	$	—	$	26,563	$	34,015	$	4,219,451

Impaired Financing Receivables

The following is an analysis of impaired loans as of March 31, 2014 and December 31, 2013:

	Recorded Investment of Loans Collectively Measured for Contingency Provision		Recorded Investment of Loans Individually Measured for Specific Impairment		Impaired Loans With Recorded Allowance						Impaired Loans Without Recorded Allowance
					Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,516,983	$	7,377	$	3,202	$	3,235	$	1,521	$	4,175	$	4,715
Unsecured	72,136		27		27		27		27		—		—
Real estate:
One-to-four family residential	100,762		2,092		437		476		133		1,655		2,812
Commercial & multifamily residential:
Commercial land	145,188		107		—		—		—		107		398
Income property	1,180,523		6,459		—		—		—		6,459		8,968
Owner occupied	743,984		9,272		593		592		38		8,679		13,042
Real estate construction:
One-to-four family residential:
Land and acquisition	12,386		1,194		113		112		71		1,081		1,456
Residential construction	43,333		—		—		—		—		—		—
Commercial & multifamily residential:
Income property	90,698		—		—		—		—		—		—
Owner occupied	39,388		—		—		—		—		—		—
Consumer	325,008		159		21		26		3		138		204
Total	$	4,270,389	$	26,687	$	4,393	$	4,468	$	1,793	$	22,294	$	31,595
	Recorded Investment of Loans Collectively Measured for Contingency Provision		Recorded Investment of Loans Individually Measured for Specific Impairment		Impaired Loans With Recorded Allowance						Impaired Loans Without Recorded Allowance
					Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
December 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,478,560	$	5,087	$	2,866	$	2,885	$	343	$	2,221	$	2,560
Unsecured	72,569		35		35		35		35		—		—
Real estate:
One-to-four family residential	104,272		1,620		442		479		138		1,178		2,119
Commercial & multifamily residential:
Commercial land	142,719		115		—		—		—		115		398
Income property	1,140,019		6,413		918		933		26		5,495		7,885
Owner occupied	749,601		11,008		3,802		3,817		1,073		7,206		10,464
Real estate construction:
One-to-four family residential:
Land and acquisition	9,726		1,944		113		113		71		1,831		2,587
Residential construction	41,992		—		—		—		—		—		—
Commercial & multifamily residential:
Income property	86,521		—		—		—		—		—		—
Owner occupied	38,916		—		—		—		—		—		—
Consumer	328,167		167		23		27		4		144		210
Total	$	4,193,062	$	26,389	$	8,199	$	8,289	$	1,690	$	18,190	$	26,223

The following table provides additional information on impaired loans for the three month periods indicated.

	Three Months Ended March 31,
	2014				2013
	Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans		Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans
Noncovered loans:	(in thousands)
Commercial business:
Secured	$	6,232	$	17	$	4,917	$	4
Unsecured	31		—		88		1
Real estate:
One-to-four family residential	1,856		13		1,816		4
Commercial & multifamily residential:
Commercial land	111		—		2,714		—
Income property	6,436		62		8,710		29
Owner occupied	10,140		241		11,620		279
Real estate construction:
One-to-four family residential:
Land and acquisition	1,569		1		2,700		1
Residential construction	—		—		1,051		2
Consumer	163		2		127		2
Total	$	26,538	$	336	$	33,743	$	322

Analysis of loans classified as Troubled Debt Restructurings (“TDR”)

The following is an analysis of loans classified as TDR during the three months ended March 31, 2014 and 2013:

	Three months ended March 31, 2014					Three months ended March 31, 2013
	Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Noncovered loans:	(dollars in thousands)
Commercial business:
Secured	2	$	546	$	546	—	$	—	$	—
Real estate:
One-to-four family residential	2	494		494		—	—		—
Commercial and multifamily residential:
Income property	1	143		126		—	—		—
Real estate construction:
One-to-four family residential:
Land and acquisition	—	$	—	$	—	1	117		117
Total	5	$	1,183	$	1,166	1	$	117	$	117

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Earnings per Common Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Earnings Per Share [Abstract]
Net Income	$ 19,844	$ 12,176
Earnings allocated to participating securities - nonvested restricted shares	169	123
Earnings allocated to participating securities - preferred shares	40	0
Earnings allocated to common shareholders, Basic	19,635	12,053
Weighted average common shares outstanding	51,097	39,348
Basic earnings per common share	$ 0.38	$ 0.31
Dilutive effect of equity awards and warrants	1,336	3
Earnings allocated to common shareholders, Diluted	$ 19,639	$ 12,053
Weighted average diluted common shares outstanding	52,433	39,351
Diluted earnings per common share	$ 0.37	$ 0.31
Potentially dilutive share options that were not included in the computation of diluted EPS because to do so would be anti-dilutive.	83	9

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Consolidated Statements of Changes in Shareholders' Equity (USD $) In Thousands	Total	Common Stock [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income [Member]	Series B Preferred Stock [Member]
Balance, value at Dec. 31, 2012	$ 764,008	$ 581,471	$ 162,388	$ 20,149	$ 0
Balance, shares at Dec. 31, 2012		39,686			0
Net Income	12,176		12,176
Other comprehensive income	(3,430)			(3,430)
Issuance of common stock - stock option and other plans, value	326	326
Issuance of common stock - stock option and other plans, shares		18
Issuance of common stock - restricted stock awards, net of cancelled awards, value	551	551
Issuance of common stock - restricted stock awards, net of cancelled awards, shares		140
Cash dividends paid on common stock	3,971		3,971
Balance, value at Mar. 31, 2013	769,660	582,348	170,593	16,719	0
Balance, shares at Mar. 31, 2013		39,844			0
Balance, value at Dec. 31, 2013	1,053,249	860,562	202,514	(12,044)	2,217
Balance, shares at Dec. 31, 2013		51,265			9
Net Income	19,844		19,844
Other comprehensive income	7,001			7,001
Issuance of common stock - cashless exercise of warrants, shares		1,140
Issuance of common stock - cashless exercise of warrants, value	0	0
Issuance of common stock - stock option and other plans, value	405	405
Issuance of common stock - stock option and other plans, shares		19
Issuance of common stock - restricted stock awards, net of cancelled awards, value	680	680
Issuance of common stock - restricted stock awards, net of cancelled awards, shares		197
Stock Repurchased During Period, Shares		(21)
Stock Repurchased and Retired During Period, Value	(522)	(522)
Dividends, Preferred Stock, Cash	(12)
Cash dividends paid on common stock	6,154		6,154
Balance, value at Mar. 31, 2014	$ 1,074,491	$ 861,125	$ 216,192	$ (5,043)	$ 2,217
Balance, shares at Mar. 31, 2014		52,600			9

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Securities available-for-sale, amortized cost	$ 1,644,805	$ 1,680,491
Less: Unearned income on loans	(62,724)	(68,282)
Other real estate owned covered by FDIC loss share	30,552	35,927
Common stock, par value
Common stock, shares authorized	63,033	63,033
Common stock, shares outstanding	52,600	51,265
Covered Loans [Member]
Allowance for losses on covered loans	(20,129)	(20,174)
Other real estate owned covered by FDIC loss share	$ 14,712	$ 12,093

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Other Intangible Assets

In accordance with the Intangibles – Goodwill and Other topic of the FASB ASC, goodwill is not amortized but is reviewed for potential impairment at the reporting unit level. Management analyzes its goodwill for impairment on an annual basis on July 31 and between annual tests in certain circumstances such as material adverse changes in legal, business, regulatory and economic factors. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value.

The core deposit intangible (“CDI”) is evaluated for impairment if events and circumstances indicate a possible impairment. The CDI is amortized on an accelerated basis over an estimated life of 10 years.

The following table sets forth activity for goodwill and other intangible assets for the periods indicated:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Total goodwill (1)	343,952			115,554
Other intangible assets, net
Core deposit intangible:
Gross core deposit intangible balance at beginning of period (1)	47,698			32,441
Accumulated amortization at beginning of period	(22,765		)	(16,720		)
Core deposit intangible, net at beginning of period	24,933			15,721
CDI current period amortization	(1,579		)	(1,028		)
Total core deposit intangible, net at end of period	23,354			14,693
Intangible assets not subject to amortization	919			—
Other intangible assets, net at end of period	24,273			14,693
Total goodwill and other intangible assets at end of period	$	368,225		$	130,247

__________

(1) See Note 3, Business Combinations, for additional information regarding goodwill and intangible assets recorded related to the acquisition of West Coast on April 1, 2013.

The following table provides the estimated future amortization expense of core deposit intangibles for the remaining nine months ending December 31, 2014 and the succeeding four years:

	Amount
	(in thousands)
Year ending December 31,
2014	$	4,383
2015	4,934
2016	4,195
2017	3,361
2018	2,500

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	Apr. 30, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Entity Registrant Name	COLUMBIA BANKING SYSTEM INC
Entity Central Index Key	0000887343
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		52,599,634

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Shareholders' Equity

3 Months Ended

Mar. 31, 2014

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders’ Equity

Preferred Stock. In conjunction with the acquisition of West Coast, the Company issued 8,782 shares of mandatorily convertible cumulative participating preferred stock, Series B. The Series B Preferred Stock is not subject to the operation of a sinking fund. The Series B Preferred Stock is not redeemable by the Company and is perpetual with no maturity. The holders of Series B Preferred Stock have no general voting rights. If the Company declares and pays a dividend to its common shareholders, it must declare and pay to its holders of Series B Preferred Stock, on the same date, a dividend in an amount per share of the Series B Preferred Stock that is intended to provide such holders dividends in the amount they would have received if shares of Series B Preferred Stock had been converted into Common Stock as of that date. The outstanding shares of Series B Preferred Stock are convertible into 102,363 shares of Company Common Stock.

Warrants to Purchase Common Stock. In conjunction with the acquisition of West Coast, the Company issued Amended and Restated Warrants (the "Warrants") to purchase shares of Company common stock at an exercise price of $8.58 per share. The Company's Amended and Restated Warrants amended and restated Class C Warrants previously issued by West Coast. The Warrants were immediately exercisable and will expire on October 23, 2016. At March 31, 2014, the aggregate amount of Company common shares and value called for by warrants outstanding was 582,799 and $5.0 million, respectively. This reflects the exercise of 1,631,840 warrant shares during the current quarter. As the warrants contain a cashless exercise feature, the net shares issued by the Company as a result of this exercise activity was 1,139,698.

Dividends. On January 23, 2014 the Company declared a quarterly cash dividend of $0.12 per common share and common share equivalent for holders of preferred stock, payable on February 19, 2014 to shareholders of record at the close of business February 5, 2014. Subsequent to quarter end, on April 23, 2014, the Company declared a regular quarterly cash dividend of $0.12 per common share, and common share equivalent for holders of preferred stock, and a special, one-time cash dividend of $0.12 per common share, and common share equivalent for holders of preferred stock, both payable on May 21, 2014 to shareholders of record at the close of business May 7, 2014. The payment of cash dividends is subject to Federal regulatory requirements for capital levels and other restrictions. In addition, the cash dividends paid by Columbia Bank to the Company are subject to both Federal and State regulatory requirements.

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Consolidated Statements of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Net of tax	$ 19,844		$ 12,176
Unrealized gain from securities:
Net unrealized holding loss from available for sale securities arising during the period	7,119		(2,493)
Reclassification adjustment of net gain from sale of available for sale securities included in income	(142)		(240)
Net unrealized gain from securities, net of reclassification adjustment	6,977		(2,733)
Pension plan liability adjustment:
Unrecognized net actuarial gain (loss) during the period	0		(757)
Less: amortization of unrecognized net actuarial loss included in net periodic pension cost	24		60
Pension plan liability adjustment, net	24		(697)
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	7,001	[1]	(3,430)	[1]
Total comprehensive income	$ 26,845		$ 8,746

[1] All amounts are net of tax. Amounts in parenthesis indicate debits.

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Securities

3 Months Ended

Mar. 31, 2014

Available-for-sale Securities [Abstract]

Securities

Securities

The following table summarizes the amortized cost, gross unrealized gains and losses and the resulting fair value of securities available for sale:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
March 31, 2014
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	919,299	$	10,339	$	(17,340	)	$	912,298
State and municipal securities	363,983		12,472		(2,775		)	373,680
U.S. government agency and government-sponsored enterprise securities	335,151		477		(7,642		)	327,986
U.S. government securities	21,088		1		(786		)	20,303
Other securities	5,284		25		(206		)	5,103
Total	$	1,644,805	$	23,314	$	(28,749	)	$	1,639,370
December 31, 2013
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	961,442	$	10,640	$	(23,674	)	$	948,408
State and municipal securities	357,013		11,450		(3,993		)	364,470
U.S. government agency and government-sponsored enterprise securities	335,671		434		(10,066		)	326,039
U.S. government securities	21,081		—		(967		)	20,114
Other securities	5,284		27		(231		)	5,080
Total	$	1,680,491	$	22,551	$	(38,931	)	$	1,664,111

The scheduled contractual maturities of investment securities available for sale at March 31, 2014 are presented as follows:

	March 31, 2014
	Amortized Cost		Fair Value
	(in thousands)
Due within one year	$	23,252	$	23,415
Due after one year through five years	337,507		336,477
Due after five years through ten years	434,217		431,506
Due after ten years	844,545		842,869
Other securities with no stated maturity	5,284		5,103
Total investment securities available-for-sale	$	1,644,805	$	1,639,370

The following table summarizes, as of March 31, 2014, the carrying value of securities pledged as collateral to secure public deposits, borrowings and other purposes as permitted or required by law:

	Carrying Amount
	(in thousands)
Washington and Oregon State to secure public deposits	$	278,061
Federal Reserve Bank to secure borrowings	42,631
Other securities pledged	43,038
Total securities pledged as collateral	$	363,730

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2014 and December 31, 2013:

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(in thousands)
March 31, 2014
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	399,830	$	(7,290	)	$	112,690	$	(10,050	)	$	512,520	$	(17,340	)
State and municipal securities	88,065		(1,791		)	17,748		(984		)	105,813		(2,775		)
U.S. government agency and government-sponsored enterprise securities	251,196		(6,026		)	28,810		(1,616		)	280,006		(7,642		)
U.S. government securities	19,253		(786		)	—		—			19,253		(786		)
Other securities	2,270		(45		)	2,795		(161		)	5,065		(206		)
Total	$	760,614	$	(15,938	)	$	162,043	$	(12,811	)	$	922,657	$	(28,749	)
December 31, 2013
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	492,921	$	(10,991	)	$	121,303	$	(12,684	)	$	614,224	$	(23,675	)
State and municipal securities	112,400		(3,069		)	13,815		(923		)	126,215		(3,992		)
U.S. government agency and government-sponsored enterprise securities	260,001		(8,063		)	28,447		(2,003		)	288,448		(10,066		)
U.S. government securities	20,114		(967		)	—		—			20,114		(967		)
Other securities	2,257		(58		)	2,783		(173		)	5,040		(231		)
Total	$	887,693	$	(23,148	)	$	166,348	$	(15,783	)	$	1,054,041	$	(38,931	)

At March 31, 2014, there were 70 U.S. government agency and government-sponsored enterprise mortgage-backed securities & collateralized mortgage obligations securities in an unrealized loss position, of which ten were in a continuous loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates relative to where these investments fall within the yield curve and their individual characteristics. Because the Company does not intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2014.

At March 31, 2014, there were 113 state and municipal government securities in an unrealized loss position, of which 13 were in a continuous loss position for 12 months or more. The unrealized losses on state and municipal securities were caused by interest rate changes or widening of market spreads subsequent to the purchase of the individual securities. Management monitors published credit ratings of these securities for adverse changes. As of March 31, 2014, none of the rated obligations of state and local government entities held by the Company had a below investment grade credit rating. Because the credit quality of these securities are investment grade and the Company does not intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be upon maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2014.

At March 31, 2014, there were 29 U.S. government agency and government-sponsored enterprise securities in an unrealized loss position, three of which were in a continuous loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates relative to where these investments fall within the yield curve and their individual characteristics. Because the Company does not currently intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2014.

At March 31, 2014, there were three U.S. government securities in an unrealized loss position, none of which were in a continuous loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates relative to where these investments fall within the yield curve and their individual characteristics. Because the Company does not currently intend to sell these securities nor does the Company consider it more likely than not that it will be required to sell these securities before the recovery of amortized cost basis, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2014.

At March 31, 2014, there were two other securities in an unrealized loss position, of which one security, a mortgage-backed securities fund, was in a continuous unrealized loss position for 12 months or more. The decline in fair value is attributable to changes in interest rates and the additional risk premium investors are demanding for investment securities with these characteristics. The Company does not consider this investment to be other-than-temporarily impaired at March 31, 2014 as it has the intent and ability to hold the investment for sufficient time to allow for recovery in the market value.

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Business combinations

3 Months Ended

Mar. 31, 2014

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Business Combinations

On April 1, 2013, the Company completed its acquisition of West Coast Bancorp ("West Coast"). The Company paid $540.8 million in total consideration to acquire 100% of the voting equity interests of West Coast. The primary reason for the acquisition was to expand the Company's geographic footprint consistent with its ongoing growth strategy. The fair value of the net assets acquired totaled $312.4 million, including $1.88 billion of deposits, $1.41 billion of loans and $15.3 million of other intangible assets. Goodwill of $228.4 million was recorded as part of the acquisition. The goodwill is not deductible for income tax purposes. In connection with the West Coast acquisition, Columbia recognized $966 thousand and $723 thousand of acquisition-related expenses for the three month periods ended March 31, 2014 and 2013, respectively.

See Note 2, Business Combinations, in Item 8 of our 2013 Form 10-K for additional details related to the West Coast acquisition.

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Securities (Tables)

3 Months Ended

Mar. 31, 2014

Available-for-sale Securities [Abstract]

Securities Available for Sale

The following table summarizes the amortized cost, gross unrealized gains and losses and the resulting fair value of securities available for sale:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in thousands)
March 31, 2014
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	919,299	$	10,339	$	(17,340	)	$	912,298
State and municipal securities	363,983		12,472		(2,775		)	373,680
U.S. government agency and government-sponsored enterprise securities	335,151		477		(7,642		)	327,986
U.S. government securities	21,088		1		(786		)	20,303
Other securities	5,284		25		(206		)	5,103
Total	$	1,644,805	$	23,314	$	(28,749	)	$	1,639,370
December 31, 2013
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	961,442	$	10,640	$	(23,674	)	$	948,408
State and municipal securities	357,013		11,450		(3,993		)	364,470
U.S. government agency and government-sponsored enterprise securities	335,671		434		(10,066		)	326,039
U.S. government securities	21,081		—		(967		)	20,114
Other securities	5,284		27		(231		)	5,080
Total	$	1,680,491	$	22,551	$	(38,931	)	$	1,664,111

Schedule of Contractual Maturities of Investment Securities Available for Sale

The scheduled contractual maturities of investment securities available for sale at March 31, 2014 are presented as follows:

	March 31, 2014
	Amortized Cost		Fair Value
	(in thousands)
Due within one year	$	23,252	$	23,415
Due after one year through five years	337,507		336,477
Due after five years through ten years	434,217		431,506
Due after ten years	844,545		842,869
Other securities with no stated maturity	5,284		5,103
Total investment securities available-for-sale	$	1,644,805	$	1,639,370

Carrying Value of Securities Pledged As Collateral

The following table summarizes, as of March 31, 2014, the carrying value of securities pledged as collateral to secure public deposits, borrowings and other purposes as permitted or required by law:

	Carrying Amount
	(in thousands)
Washington and Oregon State to secure public deposits	$	278,061
Federal Reserve Bank to secure borrowings	42,631
Other securities pledged	43,038
Total securities pledged as collateral	$	363,730

Summary of Gross Unrealized Losses and Fair Value of the Investments with Unrealized Losses

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2014 and December 31, 2013:

	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(in thousands)
March 31, 2014
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	399,830	$	(7,290	)	$	112,690	$	(10,050	)	$	512,520	$	(17,340	)
State and municipal securities	88,065		(1,791		)	17,748		(984		)	105,813		(2,775		)
U.S. government agency and government-sponsored enterprise securities	251,196		(6,026		)	28,810		(1,616		)	280,006		(7,642		)
U.S. government securities	19,253		(786		)	—		—			19,253		(786		)
Other securities	2,270		(45		)	2,795		(161		)	5,065		(206		)
Total	$	760,614	$	(15,938	)	$	162,043	$	(12,811	)	$	922,657	$	(28,749	)
December 31, 2013
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	492,921	$	(10,991	)	$	121,303	$	(12,684	)	$	614,224	$	(23,675	)
State and municipal securities	112,400		(3,069		)	13,815		(923		)	126,215		(3,992		)
U.S. government agency and government-sponsored enterprise securities	260,001		(8,063		)	28,447		(2,003		)	288,448		(10,066		)
U.S. government securities	20,114		(967		)	—		—			20,114		(967		)
Other securities	2,257		(58		)	2,783		(173		)	5,040		(231		)
Total	$	887,693	$	(23,148	)	$	166,348	$	(15,783	)	$	1,054,041	$	(38,931	)

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Accumulated Other Comprehensive Income

3 Months Ended

Mar. 31, 2014

Accumulated Other Comprehensive Income (Loss) [Abstract]

Accumulated Other Comprehensive Income

Accumulated Other Comprehensive Income (Loss)

The following table shows changes in accumulated other comprehensive income (loss) by component for the three month periods ended March 31, 2014 and 2013:

	Unrealized Gains and Losses on Available-for-Sale Securities (1)			Unrealized Gains and Losses on Pension Plan Liability (1)			Total (1)
Three months ended March 31, 2014	(in thousands)
Beginning balance	$	(10,108	)	$	(1,936	)	$	(12,044	)
Other comprehensive income before reclassifications	7,119			—			7,119
Amounts reclassified from accumulated other comprehensive loss (2)	(142		)	24			(118		)
Net current-period other comprehensive income	6,977			24			7,001
Ending balance	$	(3,131	)	$	(1,912	)	$	(5,043	)
Three months ended March 31, 2013
Beginning balance	$	20,918		$	(769	)	$	20,149
Other comprehensive loss before reclassifications	(2,493		)	(757		)	(3,250		)
Amounts reclassified from accumulated other comprehensive income (2)	(240		)	60			(180		)
Net current-period other comprehensive loss	(2,733		)	(697		)	(3,430		)
Ending balance	$	18,185		$	(1,466	)	$	16,719

__________

(1) All amounts are net of tax. Amounts in parenthesis indicate debits.

(2) See following table for details about these reclassifications.

The following table shows details regarding the reclassifications from accumulated other comprehensive income for the three month periods ended March 31, 2014 and 2013:

	Amount Reclassified from Accumulated Other Comprehensive Loss						Affected line Item in the Consolidated Statement of Income
	Three Months Ended March 31,
	2014			2013
	(in thousands)
Unrealized gains and losses on available-for-sale securities
Investment securities gains	$	223		$	370		Investment securities gains, net
	223			370			Total before tax
	(81		)	(130		)	Income tax provision
	$	142		$	240		Net of tax
Amortization of pension plan liability
Actuarial losses	$	(37	)	$	(92	)	Compensation and employee benefits
	(37		)	(92		)	Total before tax
	13			32			Income tax benefit
	$	(24	)	$	(60	)	Net of tax

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Changes in Noncovered Other Real Estate Owned

3 Months Ended

Mar. 31, 2014

Other Real Estate, Foreclosed Assets, and Repossessed Assets [Abstract]

Changes in Noncovered Other Real Estate Owned

Changes in Noncovered Other Real Estate Owned ("OREO")

The following tables set forth activity in noncovered OREO for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Noncovered OREO:
Balance at beginning of period	$	23,834		$	10,676
Transfers in, net of write-downs ($0 and $32, respectively)	244			2,709
Additional OREO write-downs	(929		)	(93		)
Proceeds from sale of OREO property	(8,102		)	(1,565		)
Gain on sale of OREO, net	793			189
Total noncovered OREO at end of period	$	15,840		$	11,916

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Accumulated Other Comprehensive Income (Changes in AOCI by Component) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ (12,044)	[1]	$ 20,149	[1]
Other comprehensive income before reclassifications	7,119	[1]	(3,250)	[1]
Amounts reclassified from accumulated other comprehensive loss (2)	(118)	[1],[2]	(180)	[1],[2]
Net current-period other comprehensive income	7,001	[1]	(3,430)	[1]
Ending balance	(5,043)	[1]	16,719	[1]
Unrealized Gains and Losses on Available-for-Sale Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(10,108)	[1]	20,918	[1]
Other comprehensive income before reclassifications	7,119	[1]	(2,493)	[1]
Amounts reclassified from accumulated other comprehensive loss (2)	(142)	[1],[2]	(240)	[1],[2]
Net current-period other comprehensive income	6,977	[1]	(2,733)	[1]
Ending balance	(3,131)	[1]	18,185	[1]
Unrealized Gains and Losses on Pension Plan Liability [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(1,936)	[1]	(769)	[1]
Other comprehensive income before reclassifications	0	[1]	(757)	[1]
Amounts reclassified from accumulated other comprehensive loss (2)	24	[1],[2]	60	[1],[2]
Net current-period other comprehensive income	24	[1]	(697)	[1]
Ending balance	$ (1,912)	[1]	$ (1,466)	[1]

[1] All amounts are net of tax. Amounts in parenthesis indicate debits.

[2] See following table for details about these reclassifications.

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Noncovered Loans

3 Months Ended

Mar. 31, 2014

Noncovered Loans [Abstract]

Noncovered Loans

Noncovered Loans

Noncovered loans include loans originated through our branch network and loan departments as well as acquired loans that are not subject to FDIC loss-sharing agreements.

The following is an analysis of the noncovered loan portfolio by major types of loans (net of unearned income):

	March 31, 2014			December 31, 2013
Noncovered loans:	(in thousands)
Commercial business	$	1,601,676		$	1,561,782
Real estate:
One-to-four family residential	105,141			108,317
Commercial and multifamily residential	2,113,609			2,080,075
Total real estate	2,218,750			2,188,392
Real estate construction:
One-to-four family residential	57,310			54,155
Commercial and multifamily residential	130,809			126,390
Total real estate construction	188,119			180,545
Consumer	351,255			357,014
Less: Net unearned income	(62,724		)	(68,282		)
Total noncovered loans, net of unearned income	4,297,076			4,219,451
Less: Allowance for loan and lease losses	(50,442		)	(52,280		)
Total noncovered loans, net	$	4,246,634		$	4,167,171
Loans held for sale	$	—		$	735

At March 31, 2014 and December 31, 2013, the Company had no material foreign activities. Substantially all of the Company’s loans and unfunded commitments are geographically concentrated in its service areas within the states of Washington and Oregon.

The Company has granted loans to executive officers and directors of the Company and related interests. These loans are made on the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collectability. The aggregate dollar amount of these loans was $14.1 million at March 31, 2014 and $14.2 million at December 31, 2013. During the first three months of 2014, advances on related party loans totaled $595 thousand and repayments totaled $633 thousand.

At March 31, 2014 and December 31, 2013, $1.09 billion and $1.08 billion of commercial and residential real estate loans were pledged as collateral on Federal Home Loan Bank borrowings and additional borrowing capacity. The Company has also pledged $82.1 million and $45.2 million of commercial loans to the Federal Reserve Bank for additional borrowing capacity at March 31, 2014 and December 31, 2013, respectively.

The following is an analysis of noncovered, nonaccrual loans as of March 31, 2014 and December 31, 2013:

	March 31, 2014				December 31, 2013
	Recorded Investment Nonaccrual Loans		Unpaid Principal Balance Nonaccrual Loans		Recorded Investment Nonaccrual Loans		Unpaid Principal Balance Nonaccrual Loans
Noncovered loans:	(in thousands)
Commercial business:
Secured	$	14,255	$	20,481	$	12,433	$	19,186
Unsecured	286		316		176		202
Real estate:
One-to-four family residential	2,900		5,112		2,667		4,678
Commercial & multifamily residential:
Commercial land	775		1,101		442		783
Income property	5,038		6,118		4,267		5,383
Owner occupied	5,237		7,397		6,334		7,486
Real estate construction:
One-to-four family residential:
Land and acquisition	2,494		5,469		3,246		6,601
Residential construction	532		2,001		459		1,928
Consumer	4,880		6,804		3,991		6,187
Total	$	36,397	$	54,799	$	34,015	$	52,434

The following is an aging of the recorded investment of the noncovered loan portfolio as of March 31, 2014 and December 31, 2013:

	Current Loans		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Nonaccrual Loans		Total Loans
March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,502,131	$	2,526	$	5,448	$	—	$	7,974	$	14,255	$	1,524,360
Unsecured	71,514		247		116		—		363		286		72,163
Real estate:
One-to-four family residential	97,365		2,589		—		—		2,589		2,900		102,854
Commercial & multifamily residential:
Commercial land	143,854		666		—		—		666		775		145,295
Income property	1,175,538		5,951		455		—		6,406		5,038		1,186,982
Owner occupied	746,749		1,138		132		—		1,270		5,237		753,256
Real estate construction:
One-to-four family residential:
Land and acquisition	9,922		1,164		—		—		1,164		2,494		13,580
Residential construction	42,699		102		—		—		102		532		43,333
Commercial & multifamily residential:
Income property	90,698		—		—		—		—		—		90,698
Owner occupied	39,388		—		—		—		—		—		39,388
Consumer	319,391		772		124		—		896		4,880		325,167
Total	$	4,239,249	$	15,155	$	6,275	$	—	$	21,430	$	36,397	$	4,297,076
	Current Loans		30 - 59 Days Past Due		60 - 89 Days Past Due		Greater than 90 Days Past Due		Total Past Due		Nonaccrual Loans		Total Loans
December 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,457,820	$	12,713	$	681	$	—	$	13,394	$	12,433	$	1,483,647
Unsecured	72,255		156		17		—		173		176		72,604
Real estate:
One-to-four family residential	100,591		1,993		641		—		2,634		2,667		105,892
Commercial & multifamily residential:
Commercial land	142,034		—		358		—		358		442		142,834
Income property	1,138,732		144		3,289		—		3,433		4,267		1,146,432
Owner occupied	749,561		4,714		—		—		4,714		6,334		760,609
Real estate construction:
One-to-four family residential:
Land and acquisition	8,225		199		—		—		199		3,246		11,670
Residential construction	41,533		—		—		—		—		459		41,992
Commercial & multifamily residential:
Income property	86,521		—		—		—		—		—		86,521
Owner occupied	38,916		—		—		—		—		—		38,916
Consumer	322,685		835		823		—		1,658		3,991		328,334
Total	$	4,158,873	$	20,754	$	5,809	$	—	$	26,563	$	34,015	$	4,219,451

The following is an analysis of impaired loans as of March 31, 2014 and December 31, 2013:

	Recorded Investment of Loans Collectively Measured for Contingency Provision		Recorded Investment of Loans Individually Measured for Specific Impairment		Impaired Loans With Recorded Allowance						Impaired Loans Without Recorded Allowance
					Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,516,983	$	7,377	$	3,202	$	3,235	$	1,521	$	4,175	$	4,715
Unsecured	72,136		27		27		27		27		—		—
Real estate:
One-to-four family residential	100,762		2,092		437		476		133		1,655		2,812
Commercial & multifamily residential:
Commercial land	145,188		107		—		—		—		107		398
Income property	1,180,523		6,459		—		—		—		6,459		8,968
Owner occupied	743,984		9,272		593		592		38		8,679		13,042
Real estate construction:
One-to-four family residential:
Land and acquisition	12,386		1,194		113		112		71		1,081		1,456
Residential construction	43,333		—		—		—		—		—		—
Commercial & multifamily residential:
Income property	90,698		—		—		—		—		—		—
Owner occupied	39,388		—		—		—		—		—		—
Consumer	325,008		159		21		26		3		138		204
Total	$	4,270,389	$	26,687	$	4,393	$	4,468	$	1,793	$	22,294	$	31,595
	Recorded Investment of Loans Collectively Measured for Contingency Provision		Recorded Investment of Loans Individually Measured for Specific Impairment		Impaired Loans With Recorded Allowance						Impaired Loans Without Recorded Allowance
					Recorded Investment		Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance
December 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,478,560	$	5,087	$	2,866	$	2,885	$	343	$	2,221	$	2,560
Unsecured	72,569		35		35		35		35		—		—
Real estate:
One-to-four family residential	104,272		1,620		442		479		138		1,178		2,119
Commercial & multifamily residential:
Commercial land	142,719		115		—		—		—		115		398
Income property	1,140,019		6,413		918		933		26		5,495		7,885
Owner occupied	749,601		11,008		3,802		3,817		1,073		7,206		10,464
Real estate construction:
One-to-four family residential:
Land and acquisition	9,726		1,944		113		113		71		1,831		2,587
Residential construction	41,992		—		—		—		—		—		—
Commercial & multifamily residential:
Income property	86,521		—		—		—		—		—		—
Owner occupied	38,916		—		—		—		—		—		—
Consumer	328,167		167		23		27		4		144		210
Total	$	4,193,062	$	26,389	$	8,199	$	8,289	$	1,690	$	18,190	$	26,223

The following table provides additional information on impaired loans for the three month periods indicated.

	Three Months Ended March 31,
	2014				2013
	Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans		Average Recorded Investment Impaired Loans		Interest Recognized on Impaired Loans
Noncovered loans:	(in thousands)
Commercial business:
Secured	$	6,232	$	17	$	4,917	$	4
Unsecured	31		—		88		1
Real estate:
One-to-four family residential	1,856		13		1,816		4
Commercial & multifamily residential:
Commercial land	111		—		2,714		—
Income property	6,436		62		8,710		29
Owner occupied	10,140		241		11,620		279
Real estate construction:
One-to-four family residential:
Land and acquisition	1,569		1		2,700		1
Residential construction	—		—		1,051		2
Consumer	163		2		127		2
Total	$	26,538	$	336	$	33,743	$	322

The following is an analysis of loans classified as TDR during the three months ended March 31, 2014 and 2013:

	Three months ended March 31, 2014					Three months ended March 31, 2013
	Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of TDR Modifications	Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Noncovered loans:	(dollars in thousands)
Commercial business:
Secured	2	$	546	$	546	—	$	—	$	—
Real estate:
One-to-four family residential	2	494		494		—	—		—
Commercial and multifamily residential:
Income property	1	143		126		—	—		—
Real estate construction:
One-to-four family residential:
Land and acquisition	—	$	—	$	—	1	117		117
Total	5	$	1,183	$	1,166	1	$	117	$	117

The Company's loans classified as TDR are loans that have been modified or the borrower has been granted special concessions due to financial difficulties that, if not for the challenges of the borrower, the Company would not otherwise consider. The TDR modifications or concessions are made to increase the likelihood that these borrowers with financial difficulties will be able to satisfy their debt obligations as amended. The concessions granted in the restructurings completed in the three month periods ending March 31, 2014 and 2013 largely consisted of maturity extensions, interest rate modifications or a combination of both. In limited circumstances, a reduction in the principal balance of the loan could also be made as a concession. Credit losses for loans classified as TDR are measured on the same basis as impaired loans. For impaired loans, an allowance is established when the collateral value less selling costs (or discounted cash flows or observable market price) of the impaired loan is lower than the recorded investment of that loan.

The Company had commitments to lend $182 thousand of additional funds on loans classified as TDR as of March 31, 2014, but had no commitments to lend additional funds on loans classified as TDR as of December 31, 2013. The Company did not have any loans modified as TDR that defaulted within twelve months of being modified as TDR during the three month periods ended March 31, 2014 and 2013.

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Allowance for Noncovered Loan and Lease Losses and Unfunded Commitments and Letters of Credit

3 Months Ended

Mar. 31, 2014

Allowance For Loan And Lease Losses And Unfunded Loan Commitments And Letters Of Credit

Allowance For Loan And Lease Losses And Unfunded Loan Commitments And Letters Of Credit Text Block

Allowance for Noncovered Loan and Lease Losses and Unfunded Commitments and Letters of Credit

We maintain an allowance for loan and lease losses (“ALLL”) to absorb losses inherent in the loan portfolio. The size of the ALLL is determined through quarterly assessments of the probable estimated losses in the loan portfolio. Our methodology for making such assessments and determining the adequacy of the ALLL includes the following key elements:

1. General valuation allowance consistent with the Contingencies topic of the FASB Accounting Standards Codification ("ASC").

2. Classified loss reserves on specific relationships. Specific allowances for identified problem loans are determined in accordance with the Receivables topic of the FASB ASC.

3. The unallocated allowance provides for other factors inherent in our loan portfolio that may not have been contemplated in the general and specific components of the allowance. This unallocated amount generally comprises less than 5% of the allowance. The unallocated amount is reviewed quarterly based on trends in credit losses, the results of credit reviews and overall economic trends.

The general valuation allowance is systematically calculated quarterly using quantitative and qualitative information about specific loan classes. The minimum required level an entity develops a methodology to determine its allowance for loan and lease losses is by general categories of loans, such as commercial business, real estate, and consumer. However, the Company’s methodology in determining its allowance for loan and lease losses is prepared in a more detailed manner at the loan class level, utilizing specific categories such as commercial business secured, commercial business unsecured, real estate commercial land, and real estate income property multifamily.

The quantitative information uses historical losses from a specific loan class and incorporates the loan’s risk rating migration from origination to the point of loss based upon the consideration of an appropriate look back period. A loan’s risk rating is primarily determined based upon the borrower’s ability to fulfill its debt obligation from a cash flow perspective. In the event there is financial deterioration of the borrower, the borrower’s other sources of income or repayment are also considered, including recent appraisal values for collateral dependent loans. The qualitative information takes into account general economic and business conditions affecting our marketplace, seasoning of the loan portfolio, duration of the business cycle, etc. to ensure our methodologies reflect the current economic environment and other factors as using historical loss information exclusively may not give an accurate estimate of inherent losses within the Company’s loan portfolio.

When a loan is deemed to be impaired, the Company has to determine if a specific valuation allowance is required for that loan. The specific valuation allowance is a reserve, calculated at the individual loan level, for each loan determined to be both impaired and containing a value less than its recorded investment. The Company measures the impairment based on the discounted expected future cash flows, observable market price, or the fair value of the collateral less selling costs if the loan is collateral dependent or if foreclosure is probable. The specific reserve for each loan is equal to the difference between the recorded investment in the loan and its determined impairment value.

The ALLL is increased by provisions for loan and lease losses (“provision”) charged to expense, and is reduced by loans charged off, net of recoveries or a recovery of previous provisions. While the Company’s management believes the best information available is used to determine the ALLL, changes in market conditions could result in adjustments to the ALLL, affecting net income, if circumstances differ from the assumptions used in determining the ALLL.

We have used the same methodology for ALLL calculations during the three months ended March 31, 2014 and 2013. Adjustments to the percentages of the ALLL allocated to loan categories are made based on trends with respect to delinquencies and problem loans within each class of loans. The Company reviews the ALLL quantitative and qualitative methodology on a quarterly basis and makes adjustments when appropriate. The Company continues to strive towards maintaining a conservative approach to credit quality and will continue to prudently adjust our ALLL as necessary in order to maintain adequate reserves. The Company carefully monitors the loan portfolio and continues to emphasize the importance of credit quality.

Once it is determined that all or a portion of a loan balance is uncollectable, and the amount can be reasonably estimated, the uncollectable portion of the loan is charged-off.

The following tables show a detailed analysis of the allowance for loan and lease losses for noncovered loans for the three months ended March 31, 2014 and 2013:

	Beginning Balance		Charge-offs			Recoveries		Provision (Recovery)			Ending Balance		Specific Reserve		General Allocation
Three months ended March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	31,027	$	(198	)	$	448	$	(2,476	)	$	28,801	$	1,521	$	27,280
Unsecured	696		(35		)	42		43			746		27		719
Real estate:
One-to-four family residential	1,252		(207		)	28		121			1,194		133		1,061
Commercial & multifamily residential:
Commercial land	489		—			17		73			579		—		579
Income property	9,234		—			13		860			10,107		—		10,107
Owner occupied	3,605		(1,023		)	9		1,969			4,560		38		4,522
Real estate construction:
One-to-four family residential:
Land and acquisition	610		—			39		(69		)	580		71		509
Residential construction	822		—			3		(129		)	696		—		696
Commercial & multifamily residential:
Income property	285		—			—		35			320		—		320
Owner occupied	58		—			—		96			154		—		154
Consumer	2,547		(727		)	253		564			2,637		3		2,634
Unallocated	1,655		—			—		(1,587		)	68		—		68
Total	$	52,280	$	(2,190	)	$	852	$	(500	)	$	50,442	$	1,793	$	48,649

	Beginning Balance		Charge-offs			Recoveries		Provision (Recovery)			Ending Balance		Specific Reserve		General Allocation
Three months ended March 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	27,270	$	(988	)	$	79	$	510		$	26,871	$	67	$	26,804
Unsecured	753		(326		)	34		289			750		84		666
Real estate:
One-to-four family residential	694		(116		)	—		79			657		108		549
Commercial & multifamily residential:
Commercial land	460		—			10		(37		)	433		—		433
Income property	11,033		(783		)	79		(918		)	9,411		18		9,393
Owner occupied	6,362		—			4		(908		)	5,458		34		5,424
Real estate construction:
One-to-four family residential:
Land and acquisition	1,171		(32		)	2,139		(2,288		)	990		74		916
Residential construction	635		(101		)	—		4			538		—		538
Commercial & multifamily residential:
Income property	316		—			—		66			382		—		382
Owner occupied	102		—			—		6			108		—		108
Consumer	2,437		(171		)	47		51			2,364		—		2,364
Unallocated	1,011		—			—		2,146			3,157		—		3,157
Total	$	52,244	$	(2,517	)	$	2,392	$	(1,000	)	$	51,119	$	385	$	50,734

Changes in the allowance for unfunded commitments and letters of credit, a component of other liabilities in the consolidated balance sheet, are summarized as follows:

	Three Months Ended
	March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	2,505		$	1,915
Net changes in the allowance for unfunded commitments and letters of credit	(50		)	—
Balance at end of period	$	2,455		$	1,915

Risk Elements

The extension of credit in the form of loans to individuals and businesses is one of our principal commerce activities. Our policies and applicable laws and regulations require risk analysis as well as ongoing portfolio and credit management. We manage our credit risk through lending limit constraints, credit review, approval policies and extensive, ongoing internal monitoring. We also manage credit risk through diversification of the loan portfolio by type of loan, type of industry, type of borrower and by limiting the aggregation of debt to a single borrower.

Risk ratings are reviewed and updated whenever appropriate, with more periodic reviews as the risk and dollar value of loss on the loan increases. In the event full collection of principal and interest is not reasonably assured, the loan is appropriately downgraded and, if warranted, placed on nonaccrual status even though the loan may be current as to principal and interest payments. Additionally, we assess whether an impairment of a loan warrants specific reserves or a write-down of the loan.

Pass loans are generally considered to have sufficient sources of repayment in order to repay the loan in full in accordance with all terms and conditions. Special mention loans have potential weaknesses that, if left uncorrected, may result in deterioration of the repayment prospects for the asset or in the Company's credit position at some future date. Loans with a risk rating of Substandard or worse are reported as classified loans in our allowance for loan and lease losses analysis. We review these loans to assess the ability of our borrowers to service all interest and principal obligations and, as a result, the risk rating may be adjusted accordingly. Substandard loans reflect loans where a loss is possible if loan weaknesses are not corrected. Doubtful loans have a high probability of loss, however, the amount of loss has not yet been determined. Loss loans are considered uncollectable and when identified, are charged off.

The following is an analysis of the credit quality of our noncovered loan portfolio as of March 31, 2014 and December 31, 2013:

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
March 31, 2014	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,422,773	$	42,648	$	58,778	$	161	$	—	$	1,524,360
Unsecured	71,654		199		310		—		—		72,163
Real estate:
One-to-four family residential	97,004		1,448		4,402		—		—		102,854
Commercial and multifamily residential:
Commercial land	139,910		—		5,385		—		—		145,295
Income property	1,150,595		974		35,413		—		—		1,186,982
Owner occupied	739,956		1,443		11,857		—		—		753,256
Real estate construction:
One-to-four family residential:
Land and acquisition	9,928		—		3,652		—		—		13,580
Residential construction	38,413		2,120		2,800		—		—		43,333
Commercial and multifamily residential:
Income property	90,235		—		463		—		—		90,698
Owner occupied	38,973		415		—		—		—		39,388
Consumer	318,977		—		6,185		5		—		325,167
Total	$	4,118,418	$	49,247	$	129,245	$	166	$	—	4,297,076
Less:
Allowance for loan and lease losses											50,442
Noncovered loans, net											$	4,246,634

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
December 31, 2013	(in thousands)
Noncovered loans:
Commercial business:
Secured	$	1,372,038	$	43,309	$	68,300	$	—	$	—	$	1,483,647
Unsecured	72,226		199		179		—		—		72,604
Real estate:
One-to-four family residential	98,626		1,567		5,699		—		—		105,892
Commercial and multifamily residential:
Commercial land	137,850		—		4,984		—		—		142,834
Income property	1,108,033		5,473		32,926		—		—		1,146,432
Owner occupied	748,725		—		11,884		—		—		760,609
Real estate construction:
One-to-four family residential:
Land and acquisition	7,526		—		4,144		—		—		11,670
Residential construction	36,270		2,352		3,370		—		—		41,992
Commercial and multifamily residential:
Income property	86,206		—		315		—		—		86,521
Owner occupied	38,916		—		—		—		—		38,916
Consumer	321,348		331		6,188		467		—		328,334
Total	$	4,027,764	$	53,231	$	137,989	$	467	$	—	4,219,451
Less:
Allowance for loan and lease losses											52,280
Noncovered loans, net											$	4,167,171

XML

Covered Assets and FDIC Loss-sharing Asset

3 Months Ended

Mar. 31, 2014

Covered Assets And FDIC Loss Sharing Asset

Covered Assets and FDIC Loss sharing Asset

Covered Assets and FDIC Loss-sharing Asset

Covered Assets

Covered assets consist of loans and OREO acquired in certain FDIC-assisted acquisitions during 2010 and 2011, for which the Bank entered into loss-sharing agreements, whereby the FDIC will cover a substantial portion of future losses on loans (and related unfunded loan commitments), OREO and certain accrued interest on loans during the terms of the agreements. Under the terms of the loss-sharing agreements, the FDIC will absorb 80% of losses and share in 80% of loss recoveries up to specified amounts. With respect to loss-sharing agreements for two acquisitions completed in 2010, after those specified amounts, the FDIC will absorb 95% of losses and share in 95% of loss recoveries. The loss-sharing provisions of the agreements for commercial and single-family mortgage loans are in effect for five and ten years, respectively, from the acquisition dates and the loss recovery provisions are in effect for eight and ten years, respectively, from the acquisition dates.

Ten years and forty-five days after the acquisition dates, the Bank shall pay to the FDIC a clawback in the event the losses from the acquisitions fail to reach stated levels. The amount of the clawback is determined by a formula specified in each individual loss-sharing agreement. As of March 31, 2014, the net present value of the Bank’s estimated clawback liability is $4.1 million, which is included in other liabilities on the consolidated balance sheets.

The following is an analysis of our covered loans, net of related allowance for losses as of March 31, 2014 and December 31, 2013:

	March 31, 2014		December 31, 2013
Covered loans:	(dollars in thousands)
Commercial business	$	64,945	$	72,870
Real estate:
One-to-four family residential	39,056		41,642
Commercial and multifamily residential	163,976		170,879
Total real estate	203,032		212,521
Real estate construction:
One-to-four family residential	10,969		14,781
Commercial and multifamily residential	6,349		6,869
Total real estate construction	17,318		21,650
Consumer	32,541		34,101
Subtotal of covered loans	317,836		341,142
Less:
Valuation discount resulting from acquisition accounting	37,549		43,297
Allowance for loan losses	20,129		20,174
Covered loans, net of allowance for loan losses	$	260,158	$	277,671

Acquired impaired loans are accounted for under ASC 310-30 and initially measured at fair value based on expected future cash flows over the life of the loans. Acquired loans that have common risk characteristics are aggregated into pools. The Company remeasures contractual and expected cash flows, at the pool-level, on a quarterly basis.

Contractual cash flows are calculated based upon the loan pool terms after applying a prepayment factor. Calculation of the applied prepayment factor for contractual cash flows is the same as described below for expected cash flows.

Inputs to the determination of expected cash flows include cumulative default and prepayment data as well as loss severity and recovery lag information. Cumulative default and prepayment data are calculated via a transition matrix. The transition matrix is a matrix of probability values that specifies the probability of a loan pool transitioning into a particular delinquency state (e.g. 0-30 days past due, 31 to 60 days, etc.) given its delinquency state at the remeasurement date. Loss severity factors are based upon either actual charge-off data within the loan pools or industry averages and recovery lags are based upon the collateral within the loan pools.

Acquired impaired loans are also subject to the Company’s internal and external credit review and are risk rated using the same criteria as loans originated by the Company. However, risk ratings are not a clear indicator of losses on acquired loans as the loans were acquired with a significant discount and a majority of the losses are recoverable from the FDIC under the loss-sharing agreements.

Losses attributable to draws on acquired loans, advanced subsequent to the loan acquisition date, are accounted for under ASC 450-20 and those amounts are also subject to the Company’s internal and external credit review. An allowance for loan losses is estimated in a similar manner as the originated loan portfolio, and a provision for loan losses is charged to earnings as necessary.

The excess of cash flows expected to be collected over the initial fair value of acquired loans is referred to as the accretable yield and is accreted into interest income over the estimated life of the acquired loans using the effective yield method. Other adjustments to the accretable yield include changes in the estimated remaining life of the acquired loans, changes in expected cash flows and changes of indices for acquired loans with variable interest rates.

The following table shows the changes in accretable yield for acquired loans for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	103,907		$	166,888
Accretion	(10,569		)	(14,477		)
Disposals	(2,826		)	(774		)
Reclassifications from nonaccretable difference	11,031			7,149
Balance at end of period	$	101,543		$	158,786

During the three months ended March 31, 2014, the Company recorded a provision for losses on covered loans of $2.4 million. Of this amount, $2.6 million was impairment calculated in accordance with ASC 310-30 and $200 thousand was a provision recapture to adjust the allowance for loss calculated under ASC 450-20 for draws on acquired loans. The impact to earnings of the $2.4 million of provision for covered loans was partially offset through noninterest income by a $1.9 million favorable adjustment to the change FDIC loss-sharing asset line item.

The changes in the ALLL for covered loans for the three months ended March 31, 2014 and 2013 are summarized as follows:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	20,174		$	30,056
Loans charged off	(4,273		)	(2,382		)
Recoveries	1,806			835
Provision for loan losses	2,422			980
Balance at end of period	$	20,129		$	29,489

The following is an analysis of the credit quality of our covered loan portfolio as of March 31, 2014 and December 31, 2013:

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
March 31, 2014	(in thousands)
Covered loans:
Commercial business:
Secured	$	44,916	$	1,276	$	15,549	$	—	$	—	$	61,741
Unsecured	2,728		396		80		—		—		3,204
Real estate:
One-to-four family residential	32,729		1,828		4,499		—		—		39,056
Commercial and multifamily residential:
Commercial land	10,487		—		7,740		—		—		18,227
Income property	58,519		3,945		7,557		—		—		70,021
Owner occupied	65,389		814		9,525		—		—		75,728
Real estate construction:
One-to-four family residential:
Land and acquisition	4,036		—		1,579		—		—		5,615
Residential construction	2,973		—		2,381		—		—		5,354
Commercial and multifamily residential:
Income property	3,761		—		1,523		—		—		5,284
Owner occupied	1,065		—		—		—		—		1,065
Consumer	29,657		—		2,857		27		—		32,541
Total	$	256,260	$	8,259	$	53,290	$	27	$	—	317,836
Less:
Valuation discount resulting from acquisition accounting											37,549
Allowance for loan losses											20,129
Covered loans, net											$	260,158

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
December 31, 2013	(in thousands)
Covered loans:
Commercial business:
Secured	$	48,510	$	2,849	$	18,291	$	—	$	—	$	69,650
Unsecured	2,732		396		92		—		—		3,220
Real estate:
One-to-four family residential	35,066		1,842		4,734		—		—		41,642
Commercial and multifamily residential:
Commercial land	10,778		198		7,589		—		—		18,565
Income property	55,985		3,950		10,657		—		—		70,592
Owner occupied	67,653		111		13,958		—		—		81,722
Real estate construction:
One-to-four family residential:
Land and acquisition	4,674		2,739		1,936		—		—		9,349
Residential construction	3,008		—		2,424		—		—		5,432
Commercial and multifamily residential:
Income property	3,806		—		1,709		—		—		5,515
Owner occupied	1,074		—		280		—		—		1,354
Consumer	30,722		33		3,319		27		—		34,101
Total	$	264,008	$	12,118	$	64,989	$	27	$	—	341,142
Less:
Valuation discount resulting from acquisition accounting											43,297
Allowance for loan losses											20,174
Covered loans, net											$	277,671

The following table sets forth activity in covered OREO at carrying value for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Covered OREO:
Balance at beginning of period	$	12,093		$	16,311
Transfers in	5,507			1,405
Additional OREO write-downs	(651		)	(65		)
Proceeds from sale of OREO property	(3,103		)	(6,438		)
Net gain on sale of OREO	866			2,598
Total covered OREO at end of period	$	14,712		$	13,811

The covered OREO is subject to loss-sharing agreements with the FDIC in which the FDIC will share in 80% of additional write-downs, as well as gains and losses on covered OREO sales, or 95%, if applicable, of additional write-downs, as wells as gains and losses on covered OREO sales if the minimum loss share thresholds are met.

FDIC Loss-sharing Asset

At March 31, 2014, the FDIC loss-sharing asset is comprised of a $30.5 million FDIC indemnification asset and a $6.3 million FDIC receivable. The indemnification represents the cash flows the Company expects to collect from the FDIC under the loss-sharing agreements and the FDIC receivable represents the reimbursable amounts from the FDIC that have not yet been received.

For covered loans, the Company remeasures contractual and expected cash flows on a quarterly basis. When the quarterly remeasurement process results in a decrease in expected cash flows due to an increase in expected credit losses, impairment is recorded. As a result of this impairment, the indemnification asset is increased to reflect anticipated future cash to be received from the FDIC. Consistent with the loss-sharing agreements between the Company and the FDIC, the amount of the increase to the indemnification asset is measured as 80% of the resulting impairment.

Alternatively, when the quarterly remeasurement results in an increase in expected future cash flows due to a decrease in expected credit losses, the nonaccretable difference decreases and the effective yield of the related loan portfolio is increased. As a result of the improved expected cash flows, the indemnification asset would be reduced first by the amount of any impairment previously recorded and, second, by increased amortization over the remaining life of the related loss-sharing agreement.

The following table shows a detailed analysis of the FDIC loss-sharing asset for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	39,846		$	96,354
Adjustments not reflected in income:
Cash payments to (from) the FDIC	1,678			(3,119		)
FDIC reimbursable losses, net	132			363
Adjustments reflected in income:
Amortization, net	(6,452		)	(9,779		)
Loan impairment	1,938			784
Sale of other real estate	(756		)	(1,346		)
Write-downs of other real estate	516			52
Other	(65		)	(194		)
Balance at end of period	$	36,837		$	83,115

XML

Fair Value Accounting and Measurement (Financial Assets And Liabilities Accounted for Fair Value On Recurring Basis) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	$ 1,639,370	$ 1,664,111
Fair Value, Level 2 to level 1 Transfers, Amount	0
Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	1,639,370	1,664,111
Other assets (Interest rate contracts)	9,418	9,044
Other liabilities (Interest rate contracts)	9,418	9,044
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	20,303	20,114
Other assets (Interest rate contracts)	0	0
Other liabilities (Interest rate contracts)	0	0
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	1,619,067	1,643,997
Other assets (Interest rate contracts)	9,418	9,044
Other liabilities (Interest rate contracts)	9,418	9,044
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
Other assets (Interest rate contracts)	0	0
Other liabilities (Interest rate contracts)	0	0
U.S. Government Agency and Sponsored Enterprise Mortgage-Back Securities and Collateralized Mortgage Obligations [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	912,298	948,408
U.S. Government Agency and Sponsored Enterprise Mortgage-Back Securities and Collateralized Mortgage Obligations [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
U.S. Government Agency and Sponsored Enterprise Mortgage-Back Securities and Collateralized Mortgage Obligations [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	912,298	948,408
U.S. Government Agency and Sponsored Enterprise Mortgage-Back Securities and Collateralized Mortgage Obligations [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
State and Municipal Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	373,680	364,470
State and Municipal Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
State and Municipal Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	373,680	364,470
State and Municipal Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
U.S. Government Agency [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	327,986	326,039
U.S. Government Agency [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
U.S. Government Agency [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	327,986	326,039
U.S. Government Agency [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
US Government Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	20,303	20,114
US Government Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	20,303	20,114
US Government Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
US Government Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
Other Securities [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	5,103	5,080
Other Securities [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	0	0
Other Securities [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	5,103	5,080
Other Securities [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Securities available for sale	$ 0	$ 0

XML

Fair Value Accounting and Measurement (Quantitative Information About Level 3 Fair Value Measurements) (Details) (Fair Value, Measurements, Nonrecurring [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014		Mar. 31, 2013
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Impaired loans	$ 2,094		$ 477
Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Impaired loans	2,094		477
Noncovered Loans [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
OREO	1,749		1,350
Noncovered Loans [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
OREO	1,749		1,350
Covered Loans [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
OREO	4,376		65
Covered Loans [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
OREO	4,376		65
Real Estate Collateral [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Impaired loans	990		477
Other Collateral [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Impaired loans	$ 1,104
Other Collateral [Member] | Market Approach Valuation Technique [Member] | Impaired Loans [Member] | Minimum [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value Inputs, Comparability Adjustments	0.00%	[1],[2]	0.00%	[1]
Other Collateral [Member] | Market Approach Valuation Technique [Member] | Impaired Loans [Member] | Maximum [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value Inputs, Comparability Adjustments	100.00%	[1],[2]	0.00%	[1]
Other Collateral [Member] | Market Approach Valuation Technique [Member] | Impaired Loans [Member] | Weighted Average [Member] | Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information [Line Items]
Fair Value Inputs, Comparability Adjustments	68.00%	[1],[2]	0.00%	[1],[2]

[1] (1) Discount applied to appraisal value, letter of intent to purchase, or stated value (in the case of accounts receivable and inventory).

[2] (3) Other collateral consists of accounts receivable and inventory.

XML

Derivatives and Balance Sheet Offsetting Balance Sheet Offsetting (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Balance Sheet Offsetting [Line Items]
Repurchase agreements, amounts offset in balance sheet	$ 0	$ 0
Repurchase agreements, net amount presented in statement of financial position	25,000	25,000
Securities Sold under Agreements to Repurchase, Collateral, Right to Reclaim Securities	(25,000)	(25,000)
Securities sold under agreements to repurchase, amount not offset	0	0
Interest Rate Contracts [Member]
Balance Sheet Offsetting [Line Items]
Derivative Assets, Gross Amounts Offset in the Balance Sheets	0	0
Derivative Asset	9,418	9,044
Derivative, Collateral, Obligation to Return Securities	0	0
Derivative Asset, Fair Value, Amount Not Offset Against Collateral	9,418	9,044
Derivative Liability, Gross Amounts Offset in Balance Sheets	0	0
Derivative Liability	9,418	9,044
Derivative, Collateral, Right to Reclaim Securities	(9,418)	(9,044)
Derivative Liability, Fair Value, Amount Not Offset Against Collateral	0	0
Not Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member] | Other Assets [Member]
Balance Sheet Offsetting [Line Items]
Fair value of asset derivative instruments	9,418	9,044
Not Designated as Hedging Instrument [Member] | Interest Rate Contracts [Member] | Other Liabilities [Member]
Balance Sheet Offsetting [Line Items]
Fair value of liability derivative instruments	9,418	9,044
Available-for-sale Securities [Member]
Balance Sheet Offsetting [Line Items]
Securities Sold under Agreements to Repurchase, Gross	$ 25,000	$ 25,000

XML

Securities (Securities Available for Sale) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 1,644,805	$ 1,680,491
Available-for-sale Securities, Gross Unrealized Gain, instant	23,314	22,551
Gross Unrealized Losses	28,749	38,931
Fair Value	1,639,370	1,664,111
U.S. Government Agency and Government-Sponsored Enterprise Mortgage-Backed Securities and Collateralized Mortgage Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	919,299	961,442
Available-for-sale Securities, Gross Unrealized Gain, instant	10,339	10,640
Gross Unrealized Losses	17,340	23,674
Fair Value	912,298	948,408
State and Municipal Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	363,983	357,013
Available-for-sale Securities, Gross Unrealized Gain, instant	12,472	11,450
Gross Unrealized Losses	2,775	3,993
Fair Value	373,680	364,470
U.S. Government and Government-Sponsored Enterprise Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	335,151	335,671
Available-for-sale Securities, Gross Unrealized Gain, instant	477	434
Gross Unrealized Losses	7,642	10,066
Fair Value	327,986	326,039
US Government Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	21,088	21,081
Available-for-sale Securities, Gross Unrealized Gain, instant	1	0
Gross Unrealized Losses	786	967
Fair Value	20,303	20,114
Other Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	5,284	5,284
Available-for-sale Securities, Gross Unrealized Gain, instant	25	27
Gross Unrealized Losses	206	231
Fair Value	$ 5,103	$ 5,080

XML

Covered Assets and FDIC Loss-sharing Asset (Analysis of Covered Loans) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2013	Dec. 31, 2012
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans, net	$ 4,506,792	$ 4,444,842
Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	317,836	341,142
Valuation discount on covered loans	37,549	43,297
Allowance for loan losses	20,129	20,174	29,489	30,056
Loans, net	260,158	277,671
Commercial Portfolio Segment [Member] | Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	64,945	72,870
Real Estate Portfolio Segment [Member] | Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	203,032	212,521
One-to-Four Family Residential Construction [Domain] | Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	10,969	14,781
Commercial and Multifamily Residential Construction [Domain] | Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	6,349	6,869
Real Estate Construction Portfolio Segment [Member] | Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	17,318	21,650
Consumer Portfolio Segment [Member] | Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	32,541	34,101
One-to-Four Family Residential [Member] | Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	39,056	41,642
Commercial and Multifamily Residential [Member] | Covered Loans [Member]
Covered Assets And FDIC Loss Sharing Asset [Line Items]
Loans and Leases Receivable, Gross, Carrying Amount	$ 163,976	$ 170,879

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Fair Value Accounting and Measurement

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures [Abstract]

Fair Value Accounting and Measurement

Fair Value Accounting and Measurement

The Fair Value Measurements and Disclosures topic of the FASB ASC defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair value. We hold fixed and variable rate interest-bearing securities, investments in marketable equity securities and certain other financial instruments, which are carried at fair value. Fair value is determined based upon quoted prices when available or through the use of alternative approaches, such as matrix or model pricing, when market quotes are not readily accessible or available.

The valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our own market assumptions. These two types of inputs create the following fair value hierarchy:

Level 1 – Quoted prices for identical instruments in active markets that are accessible at the measurement date.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable.

Fair values are determined as follows:

Securities at fair value are priced using a combination of market activity, industry recognized information sources, yield curves, discounted cash flow models and other factors. These fair value calculations are considered a Level 2 input method under the provisions of the Fair Value Measurements and Disclosures topic of the FASB ASC for all securities other than U.S. Treasury notes, which are considered a Level 1 input method.

Interest rate contract positions are valued in models, which use as their basis, readily observable market parameters and are classified within Level 2 of the valuation hierarchy.

The following table sets forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis at March 31, 2014 and December 31, 2013 by level within the fair value hierarchy. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement:

	Fair value		Fair Value Measurements at Reporting Date Using
			Level 1		Level 2		Level 3
March 31, 2014	(in thousands)
Assets
Securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	912,298	$	—	$	912,298	$	—
State and municipal debt securities	373,680		—		373,680		—
U.S. government agency and government-sponsored enterprise securities	327,986		—		327,986		—
U.S. government securities	20,303		20,303		—		—
Other securities	5,103		—		5,103		—
Total securities available for sale	$	1,639,370	$	20,303	$	1,619,067	$	—
Other assets (Interest rate contracts)	$	9,418	$	—	$	9,418	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	9,418	$	—	$	9,418	$	—

	Fair value		Fair Value Measurements at Reporting Date Using
			Level 1		Level 2		Level 3
December 31, 2013	(in thousands)
Assets
Securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	948,408	$	—	$	948,408	$	—
State and municipal debt securities	364,470		—		364,470		—
U.S. government agency and government-sponsored enterprise securities	326,039		—		326,039		—
U.S. government securities	20,114		20,114		—		—
Other securities	5,080		—		5,080		—
Total securities available for sale	$	1,664,111	$	20,114	$	1,643,997	$	—
Other assets (Interest rate contracts)	$	9,044	$	—	$	9,044	$	—
Liabilities
Other liabilities (Interest rate contracts)	$	9,044	$	—	$	9,044	$	—

There were no transfers between Level 1 and Level 2 of the valuation hierarchy during the three month periods ended March 31, 2014 and 2013. The Company recognizes transfers between levels of the valuation hierarchy based on the valuation level at the end of the reporting period.

Nonrecurring Measurements

Certain assets and liabilities are measured at fair value on a nonrecurring basis after initial recognition such as loans measured for impairment and OREO. The following methods were used to estimate the fair value of each such class of financial instrument:

Impaired loans—A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due (both interest and principal) according to the contractual terms of the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, a loan’s observable market price, or the fair market value of the collateral less estimated costs to sell if the loan is a collateral-dependent loan. Generally, the Company utilizes the fair market value of the collateral to measure impairment. The impairment evaluations are performed in conjunction with the ALLL process on a quarterly basis by officers in the Special Credits group, which reports to the Chief Credit Officer. The Real Estate Appraisal Services Department ("REASD"), which also reports to the Chief Credit Officer, is responsible for obtaining appraisals from third-parties or performing internal evaluations. If an appraisal is obtained from a third-party, the REASD reviews the appraisal to evaluate the adequacy of the appraisal report, including its scope, methods, accuracy, and reasonableness.

Other real estate owned and other personal property owned ("OPPO")—OREO and OPPO are real and personal property that the Bank has taken ownership of in partial or full satisfaction of a loan or loans. OREO and OPPO are generally measured based on the item's fair market value as indicated by an appraisal or a letter of intent to purchase. OREO and OPPO are recorded at the lower of carrying amount or fair value less estimated costs to sell. This amount becomes the property’s new basis. Any write-downs based on the property fair value less estimated costs to sell at the date of acquisition are charged to the allowance for loan and lease losses. Management periodically reviews OREO and OPPO in an effort to ensure the property is carried at the lower of its new basis or fair value, net of estimated costs to sell. Any write-downs subsequent to acquisition are charged to earnings. The initial and subsequent write-down evaluations are performed by officers in the Special Credits group, which reports to the Chief Credit Officer. The REASD obtains appraisals from third-parties for OREO and OPPO and performs internal evaluations. If an appraisal is obtained from a third-party, the REASD reviews the appraisal to evaluate the adequacy of the appraisal report, including its scope, methods, accuracy, and reasonableness.

The following tables set forth the Company's assets that were measured using fair value estimates on a nonrecurring basis during the periods ended March 31, 2014 and 2013:

	Fair value at March 31, 2014		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended March 31, 2014
			Level 1		Level 2		Level 3
	(in thousands)
Impaired loans	$	2,094	$	—	$	—	$	2,094	$	1,387
Noncovered OREO	1,749		—		—		1,749		687
Covered OREO	4,376		—		—		4,376		616
	$	8,219	$	—	$	—	$	8,219	$	2,690

	Fair value at March 31, 2013		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended March 31, 2013
			Level 1		Level 2		Level 3
	(in thousands)
Impaired loans	$	477	$	—	$	—	$	477	$	102
Noncovered OREO	1,350		—		—		1,350		101
Covered OREO	65		—		—		65		65
	$	1,892	$	—	$	—	$	1,892	$	268

The losses on impaired loans disclosed above represent the amount of the specific reserve and/or charge-offs during the period applicable to loans held at period end. The amount of the specific reserve is included in the allowance for loan and lease losses. The losses on OREO and OPPO disclosed above represent the write-downs taken at foreclosure that were charged to the allowance for loan and lease losses, as well as subsequent write-downs from updated appraisals that were charged to earnings.

Quantitative information about Level 3 fair value measurements

The range and weighted-average of the significant unobservable inputs used to fair value our Level 3 nonrecurring assets, along with the valuation techniques used, are shown in the following table:

	Fair value at March 31, 2014		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans - real estate collateral	$	990	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Impaired loans - other collateral (3)	1,104		Fair Market Value of Collateral	Adjustment to Stated value	0% - 100% (68%)
Noncovered OREO	$	1,749	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Covered OREO	4,376		Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount applied to appraisal value, letter of intent to purchase, or stated value (in the case of accounts receivable, inventory and equipment).
(2) Quantitative disclosures are not provided for impaired loans collateralized by real estate, noncovered OREO and covered OREO because there were no adjustments made to the appraisal value during the current period.
(3) Other collateral consists of accounts receivable, inventory and equipment.

	Fair value at March 31, 2013		Valuation Technique	Unobservable Input	Range (Weighted Average) (1)
	(dollars in thousands)
Impaired loans	$	477	Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Noncovered OREO	1,350		Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
Covered OREO	65		Fair Market Value of Collateral	Adjustment to Appraisal Value	N/A (2)
(1) Discount applied to appraisal value, letter of intent to purchase, or stated value (in the case of accounts receivable, inventory and equipment).
(2) Quantitative disclosures are not provided for impaired loans collateralized by real estate, noncovered OREO and covered OREO because there were no adjustments made to the appraisal value during the current period.

Fair value of financial instruments

Because broadly traded markets do not exist for most of the Company’s financial instruments, the fair value calculations attempt to incorporate the effect of current market conditions at a specific time. These determinations are subjective in nature, involve uncertainties and matters of significant judgment and do not include tax ramifications; therefore, the results cannot be determined with precision, substantiated by comparison to independent markets and may not be realized in an actual sale or immediate settlement of the instruments. There may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results. For all of these reasons, the aggregation of the fair value calculations presented herein do not represent, and should not be construed to represent, the underlying value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and due from banks and interest-earning deposits with banks—The fair value of financial instruments that are short-term or reprice frequently and that have little or no risk are considered to have a fair value that approximates carrying value (Level 1).

Securities available for sale—Securities at fair value, other than U.S. Treasury Notes, are priced using a combination of market activity, industry recognized information sources, yield curves, discounted cash flow models and other factors (Level 2). U.S. Treasury Notes are priced using quotes in active markets (Level 1).

Federal Home Loan Bank stock—The fair value is based upon the par value of the stock which equates to its carrying value (Level 2).

Loans—Loans are not recorded at fair value on a recurring basis. Nonrecurring fair value adjustments are periodically recorded on impaired loans that are measured for impairment based on the fair value of collateral. For most performing loans, fair value is estimated using expected duration and lending rates that would have been offered on March 31, 2014 or December 31, 2013, for loans which mirror the attributes of the loans with similar rate structures and average maturities. The fair values resulting from these calculations are reduced by an amount representing the change in estimated fair value attributable to changes in borrowers’ credit quality since the loans were originated. For nonperforming loans, fair value is estimated by applying a valuation discount based upon loan sales data from the FDIC. For covered loans, fair value is estimated by discounting the expected future cash flows using a lending rate that would have been offered on March 31, 2014 (Level 3).

FDIC loss-sharing asset —The fair value of the FDIC loss-sharing asset is estimated based on discounting the expected future cash flows using an estimated market rate (Level 3).

Interest rate contracts—Interest rate swap positions are valued in models, which use as their basis, readily observable market parameters (Level 2).

Deposits—For deposits with no contractual maturity, the fair value is equal to the carrying value (Level 1). The fair value of fixed maturity deposits is based on discounted cash flows using the difference between the deposit rate and current market rates for deposits of similar remaining maturities (Level 2).

FHLB advances—The fair value of Federal Home Loan Bank of Seattle (the “FHLB”) advances is estimated based on discounting the future cash flows using the market rate currently offered (Level 2).

Repurchase Agreements—The fair value of securities sold under agreement to repurchase is estimated based on discounting the future cash flows using the market rate currently offered (Level 2).

Other Financial Instruments—The majority of our commitments to extend credit and standby letters of credit carry current market interest rates if converted to loans, as such, carrying value is assumed to equal fair value.

The following tables summarize carrying amounts and estimated fair values of selected financial instruments as well as assumptions used by the Company in estimating fair value at March 31, 2014 and December 31, 2013:

	March 31, 2014
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	191,706	$	191,706	$	191,706	$	—	$	—
Interest-earning deposits with banks	45,083		45,083		45,083		—		—
Securities available for sale	1,639,370		1,639,370		20,303		1,619,067		—
FHLB stock	32,224		32,224		—		32,224		—
Loans	4,506,792		4,654,744		—		—		4,654,744
FDIC loss-sharing asset	36,837		13,512		—		—		13,512
Interest rate contracts	9,418		9,418		—		9,418		—
Liabilities
Deposits	$	6,044,416	$	6,043,226	$	5,554,663	$	488,563	$	—
FHLB Advances	6,597		5,452		—		5,452		—
Repurchase agreements	25,000		26,303		—		26,303		—
Interest rate contracts	9,418		9,418		—		9,418		—

	December 31, 2013
	Carrying Amount		Fair Value		Level 1		Level 2		Level 3
	(in thousands)
Assets
Cash and due from banks	$	165,030	$	165,030	$	165,030	$	—	$	—
Interest-earning deposits with banks	14,531		14,531		14,531		—		—
Securities available for sale	1,664,111		1,664,111		20,114		1,643,997		—
FHLB stock	32,529		32,529		—		32,529		—
Loans held for sale	735		735		—		735		—
Loans	4,444,842		4,605,038		—		—		4,605,038
FDIC loss-sharing asset	39,846		11,248		—		—		11,248
Interest rate contracts	9,044		9,044		—		9,044		—
Liabilities
Deposits	$	5,959,475	$	5,958,747	$	5,449,546	$	509,201	$	—
FHLB Advances	36,606		35,080		—		35,080		—
Repurchase agreements	25,000		26,361		—		26,361		—
Interest rate contracts	9,044		9,044		—		9,044		—

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Changes in Noncovered Other Real Estate Owned (Tables)

3 Months Ended

Mar. 31, 2014

Other Real Estate, Foreclosed Assets, and Repossessed Assets [Abstract]

Summary of Noncovered Other Real Estate Owned

The following tables set forth activity in noncovered OREO for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Noncovered OREO:
Balance at beginning of period	$	23,834		$	10,676
Transfers in, net of write-downs ($0 and $32, respectively)	244			2,709
Additional OREO write-downs	(929		)	(93		)
Proceeds from sale of OREO property	(8,102		)	(1,565		)
Gain on sale of OREO, net	793			189
Total noncovered OREO at end of period	$	15,840		$	11,916

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Changes in Noncovered Other Real Estate Owned (Summary of Noncovered Other Real Estate Owned) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Other Real Estate Owned [Line Items]
Balance, beginning of period	$ 35,927
Proceeds from sale of OREO property	(8,102)	(2,019)
Gain (loss) on sale of OREO	1,659	2,787
Total OREO, end of period	30,552
Noncovered Loans [Member]
Other Real Estate Owned [Line Items]
Balance, beginning of period	23,834	10,676
Transfers in, net of write-downs ($0 and $32, respectively)	244	2,709
Transfers in, write-downs	0	32
Additional OREO write-down	(929)	(93)
Proceeds from sale of OREO property	(8,102)	(1,565)
Gain (loss) on sale of OREO	793	189
Total OREO, end of period	$ 15,840	$ 11,916

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Noncovered Loans (Analysis of Nonaccrual Loans) (Details) (Noncovered Loans [Member], USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	$ 36,397	$ 34,015
Unpaid Principal Balance Nonaccrual Loans	54,799	52,434
Consumer Portfolio Segment [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	4,880	3,991
Unpaid Principal Balance Nonaccrual Loans	6,804	6,187
Secured Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	14,255	12,433
Unpaid Principal Balance Nonaccrual Loans	20,481	19,186
Unsecured Loans [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	286	176
Unpaid Principal Balance Nonaccrual Loans	316	202
One-to-Four Family Residential [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	2,900	2,667
Unpaid Principal Balance Nonaccrual Loans	5,112	4,678
Commercial Land [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	775	442
Unpaid Principal Balance Nonaccrual Loans	1,101	783
Income Property Multifamily [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	5,038	4,267
Unpaid Principal Balance Nonaccrual Loans	6,118	5,383
Owner Occupied [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	5,237	6,334
Unpaid Principal Balance Nonaccrual Loans	7,397	7,486
Land And Acquisition [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	2,494	3,246
Unpaid Principal Balance Nonaccrual Loans	5,469	6,601
Residential Construction [Member]
Financing Receivable, Recorded Investment [Line Items]
Recorded Investment Nonaccrual Loans	532	459
Unpaid Principal Balance Nonaccrual Loans	$ 2,001	$ 1,928

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Consolidated Statements of Income (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Interest Income
Loans	$ 65,541	$ 48,028
Taxable securities	6,752	4,234
Tax-exempt securities	2,618	2,298
Federal funds sold and deposits in banks	14	201
Total interest income	74,925	54,761
Interest Expense
Deposits	752	1,089
Federal Home Loan Bank advances	114	71
Other borrowings	119	119
Total interest expense	985	1,279
Net Interest Income	73,940	53,482
Provision for loan and lease losses	1,922	(20)
Net interest income after provision for loan and lease losses	72,018	53,502
Noninterest Income (Loss)
Service charges and other fees	12,936	7,594
Merchant services fees	1,870	1,851
Investment securities gains, net	223	370
Bank owned life insurance	965	698
Change in FDIC loss sharing asset	(4,819)	(10,483)
Other	2,833	1,628
Total noninterest income (loss)	14,008	1,658
Noninterest Expense
Compensation and employee benefits	31,338	21,653
Occupancy	8,244	4,753
Merchant processing	980	857
Advertising and promotion	769	870
Data processing and communications	3,520	2,580
Legal and professional fees	2,169	2,050
Taxes, licenses and fees	1,180	1,387
Regulatory premiums	1,176	857
Net cost (benefit) of operation of other real estate owned	146	(2,501)
Amortization of intangibles	1,580	1,029
Other	6,284	4,514
Total noninterest expense	57,386	38,049
Income before income taxes	28,640	17,111
Income tax provision	8,796	4,935
Net Income	19,844	12,176
Earnings per common share
Basic ($ per share)	$ 0.38	$ 0.31
Diluted ($ per share)	$ 0.37	$ 0.31
Dividends paid per common share	$ 0.12	$ 0.10
Weighted average number of common shares outstanding	51,097	39,348
Weighted average number of diluted common shares outstanding	52,433	39,351
Noncovered Loans [Member]
Interest Expense
Provision for loan and lease losses	(500)	(1,000)
Covered Loans [Member]
Interest Expense
Provision for loan and lease losses	$ 2,422	$ 980

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Accounting Pronouncements Recently Issued

3 Months Ended

Mar. 31, 2014

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Accounting Pronouncements Recently Issued

Accounting Pronouncements Recently Issued

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. It is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The Company is assessing the impact of the new guidance on its consolidated financial statements.

In January 2014, the FASB issued ASU 2014-04, Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans Upon Foreclosure. The Update clarifies when a creditor would be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that all or a portion of the loan would be derecognized and the real estate property recognized. Under the guidance, a consumer loan collateralized by residential real estate should be reclassified to other real estate owned when (1) the creditor obtains legal title to the residential property or (2) the borrower conveys all interest in the property to the creditor to satisfy the loan by completing a deed in lieu of foreclosure or similar agreement. In addition, an entity is required to disclose the amount of residential real estate meeting the conditions above, and the recorded investment in consumer mortgage loans secured by residential real estate that are in the process of foreclosure. ASU 2014-04 is effective for annual and interim reporting periods within those annual periods, beginning after December 15, 2014. Adoption of the new guidance is not expected to have a significant impact on the Company's consolidated financial statements.

In January 2014, the FASB issued ASU No. 2014-01, Accounting for Investments in Qualified Affordable Housing Projects. The Update provides guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. Under the proportional amortization method, the cost of the investment is amortized each reporting period in proportion to the tax credits received. Under the new guidance, classification of the amortization would change from noninterest expense to income tax expense. ASU 2014-01 is effective for annual and interim reporting periods within those annual periods, beginning after December 15, 2014. The guidance is to be applied retrospectively to all periods presented. The Company is assessing the impact of the new guidance on its consolidated financial statements.

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The Update clarifies when it is appropriate for an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. This new guidance was adopted on January 1, 2014 and did not have an impact on the Company's consolidated financial statements.

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Goodwill and Intangible Assets (Estimated Future Amortization Expense of Core Deposit Intangibles) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014
Future Amortization Expense For Core Deposit Intangibles
2014	$ 4,383
2015	4,934
2016	4,195
2017	3,361
2018	$ 2,500

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Covered Assets and FDIC Loss-sharing Asset (Tables)

3 Months Ended

Mar. 31, 2014

Covered Assets And FDIC Loss Sharing Asset [Line Items]

Analysis and Allowance for Losses on Covered Loans

The following is an analysis of our covered loans, net of related allowance for losses as of March 31, 2014 and December 31, 2013:

	March 31, 2014		December 31, 2013
Covered loans:	(dollars in thousands)
Commercial business	$	64,945	$	72,870
Real estate:
One-to-four family residential	39,056		41,642
Commercial and multifamily residential	163,976		170,879
Total real estate	203,032		212,521
Real estate construction:
One-to-four family residential	10,969		14,781
Commercial and multifamily residential	6,349		6,869
Total real estate construction	17,318		21,650
Consumer	32,541		34,101
Subtotal of covered loans	317,836		341,142
Less:
Valuation discount resulting from acquisition accounting	37,549		43,297
Allowance for loan losses	20,129		20,174
Covered loans, net of allowance for loan losses	$	260,158	$	277,671

Changes in Accretable Yield for Acquired Loans

The following table shows the changes in accretable yield for acquired loans for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	103,907		$	166,888
Accretion	(10,569		)	(14,477		)
Disposals	(2,826		)	(774		)
Reclassifications from nonaccretable difference	11,031			7,149
Balance at end of period	$	101,543		$	158,786

Financing Receivable Credit Quality Indicators

The following is an analysis of the credit quality of our covered loan portfolio as of March 31, 2014 and December 31, 2013:

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
March 31, 2014	(in thousands)
Covered loans:
Commercial business:
Secured	$	44,916	$	1,276	$	15,549	$	—	$	—	$	61,741
Unsecured	2,728		396		80		—		—		3,204
Real estate:
One-to-four family residential	32,729		1,828		4,499		—		—		39,056
Commercial and multifamily residential:
Commercial land	10,487		—		7,740		—		—		18,227
Income property	58,519		3,945		7,557		—		—		70,021
Owner occupied	65,389		814		9,525		—		—		75,728
Real estate construction:
One-to-four family residential:
Land and acquisition	4,036		—		1,579		—		—		5,615
Residential construction	2,973		—		2,381		—		—		5,354
Commercial and multifamily residential:
Income property	3,761		—		1,523		—		—		5,284
Owner occupied	1,065		—		—		—		—		1,065
Consumer	29,657		—		2,857		27		—		32,541
Total	$	256,260	$	8,259	$	53,290	$	27	$	—	317,836
Less:
Valuation discount resulting from acquisition accounting											37,549
Allowance for loan losses											20,129
Covered loans, net											$	260,158

	Pass		Special Mention		Substandard		Doubtful		Loss		Total
December 31, 2013	(in thousands)
Covered loans:
Commercial business:
Secured	$	48,510	$	2,849	$	18,291	$	—	$	—	$	69,650
Unsecured	2,732		396		92		—		—		3,220
Real estate:
One-to-four family residential	35,066		1,842		4,734		—		—		41,642
Commercial and multifamily residential:
Commercial land	10,778		198		7,589		—		—		18,565
Income property	55,985		3,950		10,657		—		—		70,592
Owner occupied	67,653		111		13,958		—		—		81,722
Real estate construction:
One-to-four family residential:
Land and acquisition	4,674		2,739		1,936		—		—		9,349
Residential construction	3,008		—		2,424		—		—		5,432
Commercial and multifamily residential:
Income property	3,806		—		1,709		—		—		5,515
Owner occupied	1,074		—		280		—		—		1,354
Consumer	30,722		33		3,319		27		—		34,101
Total	$	264,008	$	12,118	$	64,989	$	27	$	—	341,142
Less:
Valuation discount resulting from acquisition accounting											43,297
Allowance for loan losses											20,174
Covered loans, net											$	277,671

Covered OREO at Carrying Value

The following table sets forth activity in covered OREO at carrying value for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Covered OREO:
Balance at beginning of period	$	12,093		$	16,311
Transfers in	5,507			1,405
Additional OREO write-downs	(651		)	(65		)
Proceeds from sale of OREO property	(3,103		)	(6,438		)
Net gain on sale of OREO	866			2,598
Total covered OREO at end of period	$	14,712		$	13,811

FDIC Loss-sharing Asset

The following table shows a detailed analysis of the FDIC loss-sharing asset for the three months ended March 31, 2014 and 2013:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	39,846		$	96,354
Adjustments not reflected in income:
Cash payments to (from) the FDIC	1,678			(3,119		)
FDIC reimbursable losses, net	132			363
Adjustments reflected in income:
Amortization, net	(6,452		)	(9,779		)
Loan impairment	1,938			784
Sale of other real estate	(756		)	(1,346		)
Write-downs of other real estate	516			52
Other	(65		)	(194		)
Balance at end of period	$	36,837		$	83,115

Covered Loans [Member]

Covered Assets And FDIC Loss Sharing Asset [Line Items]

Allowance for Credit Losses on Financing Receivables

The changes in the ALLL for covered loans for the three months ended March 31, 2014 and 2013 are summarized as follows:

	Three Months Ended March 31,
	2014			2013
	(in thousands)
Balance at beginning of period	$	20,174		$	30,056
Loans charged off	(4,273		)	(2,382		)
Recoveries	1,806			835
Provision for loan losses	2,422			980
Balance at end of period	$	20,129		$	29,489

XML

Securities (Narrative) (Details)	Mar. 31, 2014 security
U.S. Government Agency and Government-Sponsored Enterprise Mortgage-Backed Securities and Collateralized Mortgage Obligations [Member]
Schedule of Available-for-sale Securities [Line Items]
Number Of Securities In Unrealized Loss Position	70
Number Of Securities In Continuous Loss Position For Twelve Months or More	10
Municipal Bonds [Member]
Schedule of Available-for-sale Securities [Line Items]
Number Of Securities In Unrealized Loss Position	113
Number Of Securities In Continuous Loss Position For Twelve Months or More	13
U.S. Government and Government-Sponsored Enterprise Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Number Of Securities In Unrealized Loss Position	29
Number Of Securities In Continuous Loss Position For Twelve Months or More	3
US Government Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Number Of Securities In Unrealized Loss Position	3
Number Of Securities In Continuous Loss Position For Twelve Months or More	0
Other Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Number Of Securities In Unrealized Loss Position	2
Number Of Securities In Continuous Loss Position For Twelve Months or More	1

XML

Derivatives and Balance Sheet Offsetting

3 Months Ended

Mar. 31, 2014

General Discussion of Derivative Instruments and Hedging Activities [Abstract]

Derivatives and Hedging Activities

Derivatives and Balance Sheet Offsetting

The Company periodically enters into certain commercial loan interest rate swap agreements in order to provide commercial loan customers the ability to convert from variable to fixed interest rates. Under these agreements, the Company enters into a variable-rate loan agreement with a customer in addition to a swap agreement. This swap agreement effectively converts the customer’s variable rate loan into a fixed rate. The Company then enters into a corresponding swap agreement with a third party in order to offset its exposure on the variable and fixed components of the customer agreement. As the interest rate swap agreements with the customers and third parties are not designated as hedges under the Derivatives and Hedging topic of the FASB ASC, the instruments are marked to market in earnings. The notional amount of open interest rate swap agreements at March 31, 2014 and December 31, 2013 was $186.9 million and $179.5 million, respectively. There was no impact to the statement of income for the three month periods ending March 31, 2014 and 2013.

The following table presents the fair value of derivatives not designated as hedging instruments at March 31, 2014 and December 31, 2013:

Asset Derivatives

Liability Derivatives

March 31, 2014

December 31, 2013

March 31, 2014

December 31, 2013

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(in thousands)

Interest rate contracts

Other assets

$

9,418

Other assets

$

9,044

Other liabilities

$

9,418

Other liabilities

$

9,044