NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Columbia Banking System, Inc.

1.Basis of Presentation, Significant Accounting Policies and Reclassifications

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 Columbia Banking System, Inc. (“we”, “our”, “Columbia” or the “Company”) and its subsidiaries, including its wholly owned banking subsidiary Columbia State Bank (“Columbia Bank” or the “Bank”) and Columbia Trust Company (“Columbia 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 ~~nine~~three months ended ~~September 30, 2020~~March 31, 2021 are not necessarily indicative of results to be anticipated for the year ending December 31, ~~2020.~~2021. The accompanying interim unaudited Consolidated Financial Statements should be read in conjunction with the financial statements and related notes contained in the Company’s ~~2019~~2020 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 ~~2019~~2020 Annual Report on Form 10-K. In addition to the changes already disclosed in the Annual Report on Form 10-K regarding ASC 326, this ASC also made changes to the accounting for available for sale securities. One such change is to require credit losses to be presented as an allowance rather than a write-down on available for sale securities, which refers to securities management does not intend to sell or with respect to which management believes that it is more likely than not they will not be required to sell. With the exception of that change, thereThere have not been any changes in our significant accounting policies compared to those contained in our ~~2019~~2020 Form 10-K disclosure for the year ended December 31, ~~2019.~~2020.

Reclassifications

Certain amounts reported in prior periods have been reclassified in the Consolidated Financial Statements to conform to the current presentation. Specifically, amounts related to software expense, which have historically been included in “Other” noninterest expense, have been combined with data processing expense in the row titled “Data processing and software” in the Consolidated Statements of Income. The reclassifications have no effect on net income or shareholders’ equity as previously reported.

2.Accounting Pronouncements Recently Adopted or Issued

Accounting Standards Adopted in ~~2020~~

~~In April 2019, the FASB issued ASU 2019-04,~~ ~~Codification Improvements to Topic 326, Financial Instruments - Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments~~. The amendments in this ASU clarify certain aspects of accounting for credit losses, hedging activities, and financial instruments (addressed by ASUs 2016-01, 2016-13, and 2017-12). Many of the amendments reflect decisions reached at FASB meetings or meetings of the Board’s credit losses transition resource group. Topics covered in this ASU include: accrued interest, transfers between classifications or categories for loans and debt securities, recoveries, reinsurance recoverables, projections of interest rate environments for variable-rate financial instruments, costs to sell when foreclosure is probable, consideration of expected prepayments when determining the effective interest rate, vintage disclosures, extension and renewal options, etc. As the ASU focused on clarifying certain aspects of accounting, adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements.

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Instruments – Credit Losses (Topic 326) - Measurement of Credit Losses on Financial Instruments~~. The amendments included in this ASU require an entity to reflect its current estimate of all expected credit losses for assets held at an amortized cost basis. For available for sale debt securities, credit losses will be measured in a manner similar to current GAAP, however, this ASU requires that credit losses be presented as an allowance rather than as a write-down. In November 2019, the FASB subsequently issued ASU 2019-11, ~~Codification Improvements to Topic 326, Financial Instruments - Credit Losses.~~ The amendments in the update require entities to include expected recoveries of the amortized cost basis previously written-off or expected to be written-off in the valuation account for purchased financial assets with credit deterioration. In addition, the amendments in this update clarify and improve various aspects of the guidance for ASU 2016-13.

~~Table of~~ ~~Contents~~

Unlike the incurred loss models, the CECL model in ASU 2016-13 does not specify a threshold for the recognition of an impairment allowance. Rather, the Company recognizes an impairment allowance equal to its estimate of lifetime expected credit losses, adjusted for prepayments, for in-scope financial instruments. Accordingly, the impairment allowance measured under the CECL model is expected to change significantly from the impairment allowance measured under the Company’s incurred loss model. The Company engaged a third-party vendor to assist in the CECL calculation and has developed and implemented an internal governance framework. The amendments in ASU 2016-13 and the above ASU’s related to credit losses are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption was permitted, including adoption in any interim period. The Company adopted the new standards, using a modified retrospective approach, effective January 1, 2020, which resulted in an increase of $1.6 million to its allowance for credit losses, an increase of $1.6 million to its allowance for unfunded commitments and letters of credit and a net-of-tax cumulative-effect adjustment of $2.5 million to decrease the beginning balance of retained earnings.

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820) - Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.~~ This ASU adds, eliminates and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The ASU is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Entities are also allowed to elect early adoption of the eliminated or modified disclosure requirements and delay adoption of the added disclosure requirements until their effective date. The Company adopted the new standard effective January 1, 2020. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements.

~~Recently Issued Accounting Standards, Not Yet Adopted~~2021

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting. In response to concerns about structural risks of the cessation of LIBOR, the amendments in this ASU provide optional guidance for a limited time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022. The amendments in this ASU are elective and are effective March 12, 2020 for all entities. The adoption of this ASU isdid not ~~expected to~~ have a material impact on the Company’s Consolidated Financial Statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. The guidance issued in this ASU simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition for deferred tax liabilities for outside basis differences. This ASU also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill. The ASU is effective for interim and annual reporting periods beginning after December 15, 2020; early adoption is permitted. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements.

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Recently Issued Accounting Standards, Not Yet Adopted

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848) - Scope. The amendments in this ASU clarify that certain optional expedients and exceptions for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Certain provisions, if elected, apply to derivative instruments that use an interest rate for margining, discounting or contract price alignment that is modified as a result of reference rate reform. Amendments in this ASU to the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The ASU is effective for interim and annual reporting periods beginning on January 7, 2021. The adoption of this ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements.

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3.Securities

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


		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
September 30, 2020		(in thousands)
March 31, 2021												March 31, 2021	(in thousands)
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	2,957,028	$	168,271	$	(3,657)	$	0	$	3,121,642	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	4,040,359	$	109,063	$	(45,203)	$	0	$	4,104,219
Other asset-backed securities	Other asset-backed securities	284,499		9,055		(530)		0		293,024		Other asset-backed securities	359,259		5,216		(5,656)		0		358,819
State and municipal securities	State and municipal securities	536,861		21,396		(813)		0		557,444		State and municipal securities	739,570		18,080		(6,365)		0		751,285
U.S. government agency and government-sponsored enterprise securities	U.S. government agency and government-sponsored enterprise securities	302,730		6,932		(52)		0		309,610		U.S. government agency and government-sponsored enterprise securities	278,185		5,349		(1,567)		0		281,967

Total	Total	$	4,081,118	$	205,654	$	(5,052)	$	0	$	4,281,720	Total	$	5,417,373	$	137,708	$	(58,791)	$	0	$	5,496,290
December 31, 2019
December 31, 2020												December 31, 2020
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	2,864,949	$	47,223	$	(19,222)	$	0	$	2,892,950	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	3,640,351	$	178,579	$	(4,543)	$	0	$	3,814,387
Other asset-backed securities	Other asset-backed securities	194,563		2,476		(989)		0		196,050		Other asset-backed securities	349,904		9,651		(2,076)		0		357,479
State and municipal securities	State and municipal securities	478,366		10,660		(224)		0		488,802		State and municipal securities	729,066		25,098		(592)		0		753,572
U.S. government agency and government-sponsored enterprise securities	U.S. government agency and government-sponsored enterprise securities	165,218		3,127		(5)		0		168,340		U.S. government agency and government-sponsored enterprise securities	278,208		6,545		(57)		0		284,696

Total	Total	$	3,703,096	$	63,486	$	(20,440)	$	0	$	3,746,142	Total	$	4,997,529	$	219,873	$	(7,268)	$	0	$	5,210,134

A debt security is placed on nonaccrual status at the time any principal or interest payments become 90 days delinquent. Interest accrued but not received for a security placed on nonaccrual is reversed against interest income. There were no amounts of accrued interest reversed against interest income for the three ~~and nine~~ months ended ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

Accrued interest receivable for securities available for sale is included in “Interest receivable” on the Company’s Consolidated Balance Sheet and is not reflected in the balances in the table above. At ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, accrued interest receivable for securities was ~~$13.3~~$17.4 million and ~~$13.9~~$17.1 million, respectively. The Company does not measure an allowance for credit losses for accrued interest receivable.

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The following table provides the proceeds and both gross realized gains and losses on sales and calls of debt securities available for sale as well as other securities gains and losses for the periods indicated:


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019		2020		2019			2021		2020
		(in thousands)									(in thousands)
Proceeds from sales of debt securities available for sale	Proceeds from sales of debt securities available for sale	$	0	$	0	$	194,105	$	259,554	Proceeds from sales of debt securities available for sale	$	0	$	194,105

Gross realized gains from sales of debt securities available for sale	Gross realized gains from sales of debt securities available for sale	$	0	$	0	$	435	$	3,357	Gross realized gains from sales of debt securities available for sale	$	0	$	435
Gross realized losses from sales of debt securities available for sale	Gross realized losses from sales of debt securities available for sale	0		0		(186)		(1,225)		Gross realized losses from sales of debt securities available for sale	0		(186)
Other securities gains ~~(1)~~	Other securities gains ~~(1)~~	0		0		16,425		0		Other securities gains ~~(1)~~	0		0
Investment securities gains, net	Investment securities gains, net	$	0	$	0	$	16,674	$	2,132	Investment securities gains, net	$	0	$	249

Table of being modified as a TDR. During the nine months ended September 30, 2019, the Company had 1 $26 thousand consumer loan that defaulted within 12 months of being modified as a TDR. The defaulted TDR loan was collateralized and included with the loans individually measured for credit loss.Contents

~~Loan modifications and PPP loans in response to COVID-19~~

Financial institutions are required to maintain records of the volume of loans involved in modifications to which troubled debt restructuring relief is applicable. At ~~September 30, 2020,~~March 31, 2021, the Company had ~~103~~20 short–term deferments on ~~$114.4~~$71.4 million of loans, gross of unearned income. These short–term deferments are not classified as TDR’s and will not be reported as past due provided that they are performing in accordance with the modified terms.

The Company offered PPP loans to provide financial support to small and medium-size businesses to cover payroll and certain other expenses during the COVID-19 pandemic. The PPP was established by the CARES Act and is implemented by the U.S. SBA with support from the U.S. Department of Treasury. The program, which was amended by the Paycheck Protection Flexibility Act of 2020, provides small businesses with funds to pay up to 24 weeks of payroll costs including benefits, as well as interest on mortgages, rent and utilities. Funds are provided to small businesses in the form of loans that will be fully forgiven when used for permitted purposes and when at least 60% of the funds are used for payroll costs and applicable employment levels are maintained in accordance with the requirements of the amended PPP. At ~~September 30, 2020,~~March 31, 2021, we had ~~$953.2~~$894.1 million of PPP loans outstanding, which are included in commercial business loans.

5.Allowance for Credit Losses and Allowance for Unfunded Commitments and Letters of Credit

The ACL is determined through quarterly assessments of expected credit losses within the loan portfolio and is deducted from the loan’s amortized cost basis to present the net amount of loans expected to be collected. We estimate the ACL using relevant and reliable available information, which is derived from both internal and external sources, relating to past events, current conditions and reasonable and supportable forecasts. Additions to and recaptures from the ACL are charged to current period earnings through the provision for credit losses. Loan amounts that are determined to be uncollectible are charged directly against the ACL and netted against amounts recovered on previously charged-off loans.

For the purpose of calculating portfolio level reserves, we have segmented our loan portfolio into two portfolio segments (Commercial and Consumer). The Commercial and Consumer portfolio segments are then further broken down into loan classes by risk characteristics. The risk characteristics include regulatory call codes, type of industry and collateral type.

The ACL is comprised of reserves measured on a collective (pool) basis using a quantitative DCF model for all loan classes with similar risk characteristics and then qualitatively adjusted for large loan concentrations, ~~trends in problem loans,~~ policy exemptions granted and other factors. The quantitative DCF model utilizes anticipated period cash flows determined on a loan-level basis. The anticipated cash flows take into account contractual principal and interest payments, anticipated segment level prepayments, probability of defaults and historical loss given defaults. The majority of our loan classes utilize regression models to calculate probability of defaults, in which macroeconomic factors are correlated to historical quarterly defaults. The Commercial segment ~~two-factor~~multi-factor models utilize a mix of ~~seven~~15 macroeconomic factors, including the four most commonly used factors: Real GDP, National Unemployment Rate, ~~Home Price Index~~Disposable Personal Income and ~~Commercial Real Estate Index. The three additional factors are Nominal GDP, Producer Price Index and Core Consumer Price Index.~~Private Inventories. The Consumer segment ~~two-factor~~multi-factor models utilize a mix of three macroeconomic factors: National Unemployment Rate, Home Price Index and ~~Prime Rate.~~Disposable Income. The Company utilizes an 18 month reasonable and supportable forecast for the macroeconomic factors, after which ~~they revert~~the probability of default reverts to ~~their~~its historical mean using a straight-line basis constructed on ~~their~~each macroeconomic factor’s absolute historical quarterly change.

~~Table of~~ ~~Contents~~

Loans are individually measured for credit losses if they do not share similar risk characteristics of other loans within their respective pools. Individually measured loans are primarily nonaccrual and collateral dependent with balances equal to or greater than $500,000 and for which foreclosure is probable. Commercial real estate loans are secured by commercial real estate, including owner occupied and non-owner occupied commercial real estate, as well as multifamily residential real estate. Commercial business loans are primarily secured by non-real estate collateral, including equipment and other non-real estate fixed assets, inventory, receivables and cash. Agricultural loans are secured by farmland and other agricultural real estate, as well as equipment, inventory, such as crops and livestock, non-real estate fixed assets, and cash. Construction loans are secured by one-to-four family residential real estate and commercial real estate in varying stages of development. One-to-four family residential real estate loans are secured by one-to-four family residential properties. Other consumer loans are secured by personal property. For loans measured on an individual basis, the Company calculates the allowance as the difference between the amortized cost of the loan and the fair market value of the collateral. The fair market value of the collateral is determined by either the discounted expected future cash flows from the operation of the collateral or the appraised value of the collateral, less costs to sell. If the fair value of the collateral is greater than the amortized cost of the loan, no reserve is recorded.

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The Company also records an allowance for credit losses on unfunded loan commitments and letters of credit. We estimate expected credit losses on unfunded commitments in which we are exposed to credit risk, unless we have the option to unconditionally cancel the obligation. Expected credit losses are calculated based on the likelihood that funding will occur and an estimate of what will be funded by analyzing the most recent four-quarter utilization rates, current utilization and our quantitative ACL rate. The allowance for unfunded commitments and letters of credit is included in “Other Liabilities” on the Consolidated Balance Sheets, with changes to the balance being charged to noninterest expense.

We do not measure an allowance for credit losses on accrued interest receivable balances because these balances are written-off in a timely manner as a reduction to interest income when loans are placed on nonaccrual status.

The following tables show a detailed analysis of the ACL for the ~~three and nine months ended September 30, 2020:~~periods indicated:


		Beginning Balance		Charge-offs		Recoveries		Provision (Recapture)		Ending Balance			Beginning Balance		Charge-offs		Recoveries		Provision (Recapture)		Ending Balance
Three Months Ended September 30, 2020		(in thousands)
Three Months Ended March 31, 2021												Three Months Ended March 31, 2021	(in thousands)
Commercial loans:	Commercial loans:											Commercial loans:
Commercial real estate	Commercial real estate	$	50,233	$	0	$	65	$	11,026	$	61,324	Commercial real estate	$	68,934	$	0	$	36	$	(11,920)	$	57,050
Commercial business	Commercial business	53,186		(3,164)		1,124		(574)		50,572		Commercial business	45,250		(3,339)		3,214		13,280		58,405
Agriculture	Agriculture	14,868		(1,269)		27		(1,165)		12,461		Agriculture	9,052		0		12		423		9,487
Construction	Construction	7,953		0		11		999		8,963		Construction	7,636		0		46		(1,131)		6,551
Consumer loans:	Consumer loans:											Consumer loans:
One-to-four family residential real estate	One-to-four family residential real estate	23,711		(16)		1,301		(2,889)		22,107		One-to-four family residential real estate	16,875		0		51		(1,288)		15,638
Other consumer	Other consumer	1,595		(133)		76		3		1,541		Other consumer	1,393		(127)		61		(164)		1,163

Total	Total	$	151,546	$	(4,582)	$	2,604	$	7,400	$	156,968	Total	$	149,140	$	(3,466)	$	3,420	$	(800)	$	148,294

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The Company’s net interest margin (tax equivalent) decreased to 3.69% for the first nine months of 2020, from 4.28% for the prior year period. The decrease in the Company’s net interest margin (tax equivalent) was a result of higher average interest-earning deposits with banks at an average rate of 14 basis points as well as lower rates on our loans and securities. The Company’s operating net interest margin (tax equivalent) for the nine months ended September 30, 2020 was 3.69% compared to 4.28% for the nine months ended September 30, 2019. The decrease was due to the items previously noted for the decrease in the net interest margin.

Provision for Credit Losses

Comparison of current quarter to prior year period

During the ~~third~~first quarter of ~~2020,~~2021, the Company recorded an $800 thousand net provision recapture for credit losses compared to a ~~$7.4~~$41.5 million net provision ~~for credit losses, under the CECL methodology, compared to a $299 thousand net provision, under the previous ALLL methodology,~~ during the ~~third~~first quarter of ~~2019.~~2020. The ~~increase~~decrease in provision expense and resulting recapture for the ~~third~~first quarter of 2021 compared to the first quarter of 2020 ~~compared to one year ago~~ was principally the result of an improved economic forecast as the economy is recovering from the COVID-19 ~~pandemic and the downturn in the national and global economies as well as increased unemployment rates.~~pandemic.

The net provision recapture for credit losses recorded during the current quarter also ~~included~~reflected management’s ongoing assessment of the credit quality of the Company’s loan portfolio. Other factors affecting the provision include net charge-offs, credit quality migration, and the size and composition of the loan portfolio and changes in the economic environment during the ~~third~~first quarter of ~~2020. The amount of provision was calculated in accordance with the Company’s methodology for determining the ACL, discussed in~~ ~~Note 5 to the Consolidated Financial Statements in “Item 1. Financial Statements (unaudited)”~~ ~~of this report.~~

~~Comparison of current year-to-date to prior year period~~

The provision for credit losses for the nine months ended September 30, 2020 was $82.4 million compared to $1.9 million during the same period in 2019. The increase in the provision for the first nine months of 2020 was due to the same factors discussed above for the quarterly provision for credit losses.2021. The amount of provision was calculated in accordance with the Company’s methodology for determining the ACL, discussed in Note 5 to the Consolidated Financial Statements in “Item 1. Financial Statements (unaudited)” of this report.

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 September 30, Nine Months Ended September 30,
2020 2019 $ Change % Change 2020 2019 $ Change % Change
(dollars in thousands)
Deposit account and treasury management fees $ 6,658 $ 9,015 $ (2,357) (26) % $ 20,538 $ 27,030 $ (6,492) (24) %
Card revenue 3,834 4,006 (172) (4) % 10,431 11,431 (1,000) (9) %
Financial services and trust revenue 3,253 3,226 27 1 % 9,481 9,608 (127) (1) %
Loan revenue 6,645 3,855 2,790 72 % 16,842 9,840 7,002 71 %
Bank owned life insurance 1,585 1,528 57 4 % 4,799 4,644 155 3 %
Investment securities gains, net — — — — 16,674 2,132 14,542 682 %
Other 497 6,400 (5,903) (92) % 2,173 10,689 (8,516) (80) %
Total noninterest income $ 22,472 $ 28,030 $ (5,558) (20) % $ 80,938 $ 75,374 $ 5,564 7 %

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	Three Months Ended March 31,
	2021		2020		$ Change		% Change
	(dollars in thousands)
Deposit account and treasury management fees	$	6,358	$	7,788	$	(1,430)	(18)	%
Card revenue	3,733		3,518		215		6	%
Financial services and trust revenue	3,381		3,065		316		10	%
Loan revenue	7,369		4,590		2,779		61	%
Bank owned life insurance	1,560		1,596		(36)		(2)	%
Investment securities gains, net	—		249		(249)		(100)	%
Other	765		401		364		91	%
Total noninterest income	$	23,166	$	21,207	$	1,959	9	%

Comparison of current quarter to prior year period

Noninterest income was ~~$22.5~~$23.2 million for the ~~third~~first quarter of ~~2020,~~2021, compared to ~~$28.0~~$21.2 million for the same period in ~~2019.~~2020. The ~~decrease~~increase was principally due to an increase in loan revenue partially offset by a ~~$5.9 million gain from the sale-leaseback of owned real estate during the third quarter of 2019, included~~decrease in ~~other noninterest income in the table above. In addition,~~deposit account and treasury management fees. The increase in loan revenue was due to mortgage banking revenue, which increased due to higher loan volume and increased premium per loan on sold loans. The decrease in deposit account and treasury management fees was driven by a decrease in overdraft fees ~~decreased by $993~~of $988 thousand ~~and $921 thousand, respectively,~~ compared to the same quarter in ~~2019. The decrease in overdraft fees was~~2020 due to an overall decrease in the number of transactions ~~during this~~amidst the pandemic ~~time period~~ as well as clients generally carrying higher cash balances in their deposit accounts. ~~Partially offsetting these decreases in noninterest income was an increase in mortgage banking revenue~~

Table of ~~$2.3 million compared to the prior year period primarily due to a higher volume of mortgage loans originated and sold.~~Contents

~~Comparison of current year-to-date to prior year period~~

For the nine months ended September 30, 2020, noninterest income was $80.9 million compared to $75.4 million for the same period in 2019, an increase of $5.6 million. The increase was primarily due to the $16.4 million gain from the sale and write-up of Visa Class B restricted shares to fair value during the second quarter of 2020. Loan revenue increased during the first nine months of 2020 due to increases in investor premiums earned due to a higher volume of mortgage loan originations through our held for sale program and interest rate swap income. These increases were partially offset by the reduction in other noninterest expense due to the gain on the sale-leaseback of owned real estate in the third quarter of 2019 as stated above for the quarterly comparison. In addition, treasury management and overdraft fees declined due to the same reasons stated for the quarterly comparison above.

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 September 30,								Nine Months Ended September 30,									Three Months Ended March 31,
		2020		2019		$ Change		% Change (1)		2020		2019		$ Change		% Change			2021		2020		$ Change		% Change (1)
		(dollars in thousands)																	(dollars in thousands)
Compensation and employee benefits	Compensation and employee benefits	$	55,133	$	54,459	$	674	1	%	$	156,018	$	158,559	$	(2,541)	(2)	%	Compensation and employee benefits	$	51,736	$	54,842	$	(3,106)	(6)	%
Occupancy	Occupancy	8,734		8,645		89		1	%	26,743		26,166		577		2	%	Occupancy	9,006		9,197		(191)		(2)	%
Data processing		4,510		5,102		(592)		(12)	%	14,804		14,372		432		3	%
Data processing and software																		Data processing and software	8,451		7,099		1,352		19	%
Legal and professional fees	Legal and professional fees	3,000		5,683		(2,683)		(47)	%	8,585		16,810		(8,225)		(49)	%	Legal and professional fees	2,815		2,102		713		34	%
Amortization of intangibles	Amortization of intangibles	2,193		2,632		(439)		(17)	%	6,713		8,029		(1,316)		(16)	%	Amortization of intangibles	1,924		2,310		(386)		(17)	%
B&O taxes	B&O taxes	1,559		1,325		234		18	%	3,427		4,612		(1,185)		(26)	%	B&O taxes	1,259		624		635		102	%
Advertising and promotion	Advertising and promotion	680		1,752		(1,072)		(61)	%	2,822		3,596		(774)		(22)	%	Advertising and promotion	760		1,305		(545)		(42)	%
Regulatory premiums	Regulatory premiums	826		(38)		864		N/M		1,894		1,902		(8)		—	%	Regulatory premiums	1,105		34		1,071		N/M
Net benefit of operation of OREO		(160)		(90)		(70)		78	%	(348)		(682)		334		(49)	%
Net cost (benefit) of operation of OREO																		Net cost (benefit) of operation of OREO	(63)		12		(75)		(625)	%
Other	Other	8,640		7,606		1,034		14	%	29,561		25,140		4,421		18	%	Other	6,566		6,746		(180)		(3)	%
Total noninterest expense	Total noninterest expense	$	85,115	$	87,076	$	(1,961)	(2)	%	$	250,219	$	258,504	$	(8,285)	(3)	%	Total noninterest expense	$	83,559	$	84,271	$	(712)	(1)	%

__________

1) Percentage changes greater than +/- 1000% are considered not meaningful and are presented as “N/~~M”.~~M.”

Comparison of current quarter to prior year period

Noninterest expense was ~~$85.1~~$83.6 million for the ~~third~~first quarter of ~~2020,~~2021, a decrease of ~~$2.0 million~~$712 thousand from ~~$87.1~~$84.3 million for the prior year period. This decrease was primarily driven by lower legal and professional fees which declined $2.7 million due to lower expenses tied to digital corporate initiatives while advertising and promotion expenses decreased $1.1 million. Partially offsetting these decreases was a $1.2 million increase in the provision for unfunded loan commitments compared to the third quarter of 2019 which is included in other noninterest expense in the table above.

~~Table of~~ ~~Contents~~

~~Comparison of current year-to-date to prior year period~~

~~For the nine months ended September 30, 2020, noninterest expense was $250.2 million, compared to $258.5 million for the same period in 2019,~~ a decrease ~~of $8.3 million. The decrease from the prior year period was driven by lower legal and professional fees and~~in compensation and employee benefits ~~expenses which were~~expense partially offset by ~~higher other noninterest expense. Legal~~increases in data processing and ~~professional fees were down compared to the same period in 2019 primarily due to lower expenses tied to digital corporate initiatives.~~software expense and regulatory premiums. The decrease in compensation and employee benefits ~~was due~~expense is most attributable to ~~the deferral of~~ labor costs related to the origination of PPP ~~loans. These labor costs~~loans, which are ~~deferred~~capitalized and amortized as a reduction into interest income over the life of the loan. ~~This decrease was partially offset by increases~~The increase in ~~salaries~~data processing and ~~incentive and commission expenses. Partially offsetting these decreases to noninterest~~software expense was andriven by additional data processing expense associated with PPP loans. The increase in regulatory premiums was the ~~provision~~result of the Bank utilizing a portion of its Small Bank Assessment Credit during the first quarter of 2020 to pay for ~~unfunded loan commitments which is included in other noninterest expense in~~FDIC deposit insurance premiums. The final portion of the ~~table above.~~credit was utilized during the second quarter of 2020.

The provision for unfunded loan commitments for the periods indicated are as follows:

Three Months Ended September 30, Nine Months Ended September 30,
2020 2019 2020 2019
(in thousands)
Provision (recapture) for unfunded loan commitments $ 800 $ (400) $ 4,600 $ (750)


	Three Months Ended March 31,
	2021		2020
	(in thousands)
Provision for unfunded loan commitments	$	1,500	$	1,000

Income Taxes

We recorded an income tax provision of ~~$9.9~~$12.5 million for the ~~third~~first quarter of ~~2020,~~2021, compared to a provision of ~~$12.4~~$3.2 million for the same period in ~~2019,~~2020, with effective tax rates of ~~18%~~19% and 20% for the third quarter of 2020 and 2019, respectively. For the nine months ended September 30, 2020 and 2019, we recorded income tax provisions of $21.4 million and $35.3 million, respectively, with effective tax rates of 18% for the ~~current year~~first quarter of 2021 and ~~19% for the prior year period.~~2020, respectively. Our effective tax rate remains lower than the statutory tax rate due to tax-exempt income from municipal securities, BOLI and certain loan receivables. For additional information, please refer to the Company’s annual report on Form 10-K for the year ended December 31, ~~2019.~~2020.

Table of Contents

FINANCIAL CONDITION

Total assets were ~~$16.23~~$17.34 billion at ~~September 30, 2020,~~March 31, 2021, an increase of ~~$2.15 billion~~$750.3 million from December 31, ~~2019.~~2020. Cash and cash equivalents increased ~~$682.6~~$230.7 million. Loans increased ~~$945.5~~$248.7 million during the first ~~nine~~three months of ~~2020,~~2021, which was primarily the result of new loan production, supplemented by PPP loans, partially offset by loan payments and a decrease in line ~~utilization and loan payments.~~utilization. Debt securities available for sale were ~~$4.28~~$5.50 billion at ~~September 30, 2020,~~March 31, 2021, an increase of ~~$535.6~~$286.2 million from December 31, ~~2019.~~2020. Total liabilities were ~~$13.93~~$15.06 billion as of ~~September 30, 2020,~~March 31, 2021, an increase of ~~$2.01 billion~~$822.9 million from December 31, ~~2019.~~2020. The increase was primarily due to an increase in demand and other noninterest-bearing deposits driven by PPP loan funds being deposited into our clients’ deposit ~~accounts, partially offset by a decrease in FHLB advances.~~accounts.

Investment Securities

At ~~September 30, 2020,~~March 31, 2021, the Company’s investment portfolio primarily consisted of debt securities available for sale totaling ~~$4.28~~$5.50 billion compared to ~~$3.75~~$5.21 billion at December 31, ~~2019.~~2020. The increase in the debt securities portfolio from year-end is due to ~~$997.0~~$608.9 million in purchases, ~~and $157.5 million in net unrealized gain,~~ offset by ~~$600.6~~$180.4 million in maturities, repayments and sales, a $133.7 million decline in unrealized gains and ~~$18.3~~$8.6 million in premium amortization. The average duration of our debt securities investment portfolio was approximately 4 years and 611 months at ~~September 30, 2020.~~March 31, 2021. 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 management 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.

~~Table of~~ ~~Contents~~

The Company performs a quarterly assessment ~~of the debt securities available for sale in its investment portfolio that have an unrealized loss~~ to determine whether ~~the~~a decline in fair value below amortized cost exists. Amortized cost includes adjustments made to the cost of an investment for accretion, amortization, collection of cash and previous credit losses recognized in earnings.

When the fair value of ~~these securities~~an available for sale debt security falls below ~~their~~the amortized cost basis, ~~has resulted~~it is evaluated to determine if any of the decline in avalue is attributable to credit loss. ADecreases in fair value attributable to credit loss ~~exists when it becomes probable~~would be recorded directly to earnings with a corresponding allowance for credit losses, limited by the amount that the ~~Company will be unable to recover~~fair value is less than the ~~entire~~ amortized cost basis of its investment. The Company’s impairment assessment takes into consideration factors such as defaults or deferrals of scheduled interest or principal, external credit ratings and recent downgrades, internal assessment ofbasis. If the credit quality ~~and whether~~subsequently improves, the allowance would be reversed up to a maximum of the previously recorded credit losses. If the Company intends to sell ~~the~~an impaired available for sale debt security, ~~and whether~~or if it is more likely than not itthat the Company will be required to sell the security prior to ~~recovery of its~~recovering the amortized ~~cost basis. If a decline in fair value is determined to result in a credit loss, an allowance is recorded.~~

When there are credit losses associated with a 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~~entire fair value adjustment would be immediately recognized in earnings ~~through an~~with no corresponding allowance ~~and the non-credit-related impairment is recognized in accumulated other comprehensive income.~~for credit losses.

At ~~September 30, 2020,~~March 31, 2021, the market value of debt securities available for sale had a net unrealized gain of ~~$200.6~~$78.9 million compared to a net unrealized gain of ~~$43.0~~$212.6 million at December 31, ~~2019.~~2020. The change in valuation was the result of fluctuations in market interest rates during the ~~nine~~three months ended ~~September 30, 2020.~~March 31, 2021. At ~~September 30, 2020,~~March 31, 2021, the Company had ~~$604.2 million~~$2.32 billion of debt securities available for sale with gross unrealized losses of ~~$5.1~~$58.8 million; however, we did not consider these investment securities to have an indicated credit loss.

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


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
		(in thousands)					(in thousands)
Debt securities available for sale:	Debt securities available for sale:					Debt securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	3,121,642	$	2,892,950	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	4,104,219	$	3,814,387
Other asset-backed securities	Other asset-backed securities	293,024		196,050		Other asset-backed securities	358,819		357,479
State and municipal securities	State and municipal securities	557,444		488,802		State and municipal securities	751,285		753,572
U.S. government agency and government-sponsored enterprise securities	U.S. government agency and government-sponsored enterprise securities	309,610		168,340		U.S. government agency and government-sponsored enterprise securities	281,967		284,696

Total debt securities available for sale	Total debt securities available for sale	$	4,281,720	$	3,746,142	Total debt securities available for sale	$	5,496,290	$	5,210,134
Equity securities	Equity securities	13,425		—		Equity securities	13,425		13,425
Total investment securities	Total investment securities	$	4,295,145	$	3,746,142	Total investment securities	$	5,509,715	$	5,223,559

For further information on our investment portfolio and equity securities transactions, see Note 3 of the Consolidated Financial Statements in “Item 1. Financial Statements (unaudited)” of this report.

Table of Contents

Credit Risk Management

The extension of credit in the form of loans or other credit substitutes to individuals and businesses is one of our principal commerce activities. Our policies, as well as 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 and type of borrower and by limiting the aggregation of debt to a single borrower.

In analyzing our existing portfolio, we review our consumer and residential loan portfolios by their performance as a pool of loans, since no single loan is individually significant or judged by its risk rating, size or potential risk of loss. In contrast, the monitoring process for the commercial business, real estate construction, and commercial real estate portfolios includes periodic reviews of individual loans with risk ratings assigned to each loan and performance judged on a loan-by-loan basis.

~~Table of~~ ~~Contents~~

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. 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 assess whether an individually measured allowance is required for collateral dependent nonaccrual loans with balances equal to or greater than $500,000 and with respect to which foreclosure is probable. For the individually measured collateral dependent nonaccrual loan, the allowance for credit losses is equal to the difference between amortized cost of the loan and the determined value of the collateral. However, if the determined value of the collateral is greater than the amortized cost of the loan, no allowance for credit losses will be added for these loans.

For additional discussion on our methodology in managing credit risk within our loan portfolio, see the “Allowance for Credit Losses” section in this Management’s Discussion and Analysis and Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of the Company’s ~~2019~~2020 Annual Report on Form 10-K.

Loan policies, credit quality criteria, portfolio guidelines and other controls are established under the guidance of our Chief Credit Officer and approved, as appropriate, by the Board of Directors. Credit Administration, together with the management loan committee, has the responsibility for administering the credit approval process. As another part of its control process, we use an internal credit review and examination function to provide reasonable assurance that loans and commitments are made and maintained as prescribed by our credit policies. Examinations are performed to ensure continued performance and proper risk assessment.

Loan Portfolio Analysis

Our wholly owned banking subsidiary Columbia State Bank is a full service commercial bank, which originates a wide variety of loans, and focuses its lending efforts on originating commercial real estate and commercial business loans. The following table sets forth our loan portfolio by type of loan for the dates indicated:


		September 30, 2020		% of Total		December 31, 2019		% of Total			March 31, 2021		% of Total		December 31, 2020		% of Total
		(dollars in thousands)									(dollars in thousands)
Commercial loans:	Commercial loans:									Commercial loans:
Commercial real estate	Commercial real estate	$	4,027,035	41.5	%	$	3,945,853	45.1	%	Commercial real estate	$	4,081,915	42.2	%	$	4,062,313	43.0	%
Commercial business	Commercial business	3,836,009		39.6	%	2,989,613		34.2	%	Commercial business	3,792,813		39.2	%	3,597,968		38.2	%
Agriculture	Agriculture	850,290		8.8	%	765,371		8.8	%	Agriculture	751,800		7.8	%	779,627		8.3	%
Construction	Construction	273,176		2.8	%	361,533		4.1	%	Construction	282,534		2.9	%	268,663		2.8	%
Consumer loans:	Consumer loans:									Consumer loans:
One-to-four family residential real estate	One-to-four family residential real estate	665,432		6.9	%	637,325		7.3	%	One-to-four family residential real estate	735,314		7.6	%	683,570		7.3	%
Other consumer	Other consumer	37,005		0.4	%	43,770		0.5	%	Other consumer	31,942		0.3	%	35,519		0.4	%
Total loans	Total loans	$	9,688,947	100.0	%	$	8,743,465	100.0	%	Total loans	$	9,676,318	100.0	%	$	9,427,660	100.0	%
Loans held for sale	Loans held for sale	$	24,407			$	17,718			Loans held for sale	$	26,176			$	26,481


Washington									91-1422237
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification Number)


		Page
	PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Consolidated Balance Sheets - ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020	1

	Consolidated Statements of Income - three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	2

	Consolidated Statements of Comprehensive Income - three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	3

	Consolidated Statements of Changes in Shareholders’ Equity - three ~~and nine~~ months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	4

	Consolidated Statements of Cash Flows - ~~nine~~three months ended ~~September 30,~~March 31, 2021 and 2020 ~~and 2019~~	65

	Notes to Unaudited Consolidated Financial Statements	87

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3534

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5450

Item 4.	Controls and Procedures	5551

	PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	5652

Item 1A.	Risk Factors	5652

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5652

Item 3.	Defaults Upon Senior Securities	5652

Item 4.	Mine Safety Disclosures	5652

Item 5.	Other Information	5652

Item 6.	Exhibits	5753

	Signatures	5854


CONSOLIDATED BALANCE SHEETS	CONSOLIDATED BALANCE SHEETS							CONSOLIDATED BALANCE SHEETS
Columbia Banking System, Inc.	Columbia Banking System, Inc.							Columbia Banking System, Inc.
(Unaudited)	(Unaudited)							(Unaudited)
				September 30, 2020		December 31, 2019					March 31, 2021		December 31, 2020
ASSETS	ASSETS			(in thousands)				ASSETS			(in thousands)
Cash and due from banks	Cash and due from banks			$	193,823	$	223,541	Cash and due from banks			$	178,096	$	218,899
Interest-earning deposits with banks	Interest-earning deposits with banks			736,422		24,132		Interest-earning deposits with banks			706,389		434,867
Total cash and cash equivalents	Total cash and cash equivalents			930,245		247,673		Total cash and cash equivalents			884,485		653,766
Debt securities available for sale at fair value (amortized cost of $4,081,118 and $3,703,096, respectively)				4,281,720		3,746,142
Debt securities available for sale at fair value (amortized cost of $5,417,373 and $4,997,529, respectively)								Debt securities available for sale at fair value (amortized cost of $5,417,373 and $4,997,529, respectively)			5,496,290		5,210,134
Equity securities	Equity securities			13,425		0		Equity securities			13,425		13,425
FHLB stock at cost	FHLB stock at cost			10,280		48,120		FHLB stock at cost			10,280		10,280
Loans held for sale	Loans held for sale			24,407		17,718		Loans held for sale			26,176		26,481
Loans, net of unearned income	Loans, net of unearned income			9,688,947		8,743,465		Loans, net of unearned income			9,676,318		9,427,660
Less: ACL	Less: ACL			156,968		83,968		Less: ACL			148,294		149,140
Loans, net	Loans, net			9,531,979		8,659,497		Loans, net			9,528,024		9,278,520
Interest receivable	Interest receivable			56,718		46,839		Interest receivable			52,667		54,831
Premises and equipment, net	Premises and equipment, net			164,049		165,408		Premises and equipment, net			160,179		162,059
OREO	OREO			623		552		OREO			521		553
Goodwill	Goodwill			765,842		765,842		Goodwill			765,842		765,842
Other intangible assets, net	Other intangible assets, net			28,745		35,458		Other intangible assets, net			24,810		26,734
Other assets	Other assets			425,391		346,275		Other assets			372,417		382,154
Total assets	Total assets			$	16,233,424	$	14,079,524	Total assets			$	17,335,116	$	16,584,779
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY							LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:	Deposits:							Deposits:
Noninterest-bearing	Noninterest-bearing			$	6,897,054	$	5,328,146	Noninterest-bearing			$	7,424,472	$	6,913,214
Interest-bearing	Interest-bearing			6,703,206		5,356,562		Interest-bearing			7,342,994		6,956,648
Total deposits	Total deposits			13,600,260		10,684,708		Total deposits			14,767,466		13,869,862
FHLB advances	FHLB advances			7,427		953,469		FHLB advances			7,400		7,414
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase			26,966		64,437		Securities sold under agreements to repurchase			38,624		73,859
Subordinated debentures	Subordinated debentures			35,139		35,277		Subordinated debentures			35,046		35,092

Other liabilities	Other liabilities			261,651		181,671		Other liabilities			211,517		250,945
Total liabilities	Total liabilities			13,931,443		11,919,562		Total liabilities			15,060,053		14,237,172
Commitments and contingent liabilities (Note 10)	Commitments and contingent liabilities (Note 10)							Commitments and contingent liabilities (Note 10)
Shareholders’ equity:	Shareholders’ equity:							Shareholders’ equity:
		September 30, 2020	December 31, 2019						March 31, 2021	December 31, 2020
		(in thousands)							(in thousands)
Preferred stock (0 par value)	Preferred stock (0 par value)							Preferred stock (0 par value)
Authorized shares	Authorized shares	2,000	2,000					Authorized shares	2,000	2,000

Common stock (0 par value)	Common stock (0 par value)							Common stock (0 par value)
Authorized shares	Authorized shares	115,000	115,000					Authorized shares	115,000	115,000
Issued	Issued	73,797	73,577	1,658,203		1,650,753		Issued	73,923	73,782	1,661,129		1,660,998
Outstanding	Outstanding	71,613	72,124					Outstanding	71,739	71,598
Retained earnings	Retained earnings			537,011		519,676		Retained earnings			607,040		575,248
Accumulated other comprehensive income	Accumulated other comprehensive income			177,601		40,367		Accumulated other comprehensive income			77,728		182,195
Treasury stock at cost	Treasury stock at cost	2,184	1,453	(70,834)		(50,834)		Treasury stock at cost	2,184	2,184	(70,834)		(70,834)
Total shareholders’ equity	Total shareholders’ equity			2,301,981		2,159,962		Total shareholders’ equity			2,275,063		2,347,607
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity			$	16,233,424	$	14,079,524	Total liabilities and shareholders’ equity			$	17,335,116	$	16,584,779


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME					CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Columbia Banking System, Inc.	Columbia Banking System, Inc.					Columbia Banking System, Inc.
(Unaudited)	(Unaudited)					(Unaudited)
		Three Months Ended					Three Months Ended
		September 30,					March 31,
		2020		2019			2021		2020
		(in thousands)					(in thousands)
Net income	Net income	$	44,734	$	50,727	Net income	$	51,853	$	14,628
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:					Other comprehensive income (loss), net of tax:
Unrealized gain (loss) from securities:	Unrealized gain (loss) from securities:					Unrealized gain (loss) from securities:
Net unrealized holding gain (loss) from available for sale debt securities arising during the period, net of tax of $436 and $(4,421)		(1,442)		14,593

Net unrealized holding gain (loss) from available for sale debt securities arising during the period, net of tax of $31,082 and $(24,143)						Net unrealized holding gain (loss) from available for sale debt securities arising during the period, net of tax of $31,082 and $(24,143)	(102,605)		79,696
Reclassification adjustment of net gain from available for sale debt securities arising during the period, net of tax of $0 and $58						Reclassification adjustment of net gain from available for sale debt securities arising during the period, net of tax of $0 and $58	0		(191)
Net unrealized gain (loss) from securities, net of reclassification adjustment	Net unrealized gain (loss) from securities, net of reclassification adjustment	(1,442)		14,593		Net unrealized gain (loss) from securities, net of reclassification adjustment	(102,605)		79,505
Pension plan liability adjustment:	Pension plan liability adjustment:					Pension plan liability adjustment:

Amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of $(24) and $(19)		80		62
Amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of $(35) and $(24)						Amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of $(35) and $(24)	115		80
Pension plan liability adjustment, net	Pension plan liability adjustment, net	80		62		Pension plan liability adjustment, net	115		80
Unrealized gain (loss) from cash flow hedging instruments:
Net unrealized gain (loss) in cash flow hedging instruments arising during the period, net of tax of $19 and $(951)		(62)		3,137
Reclassification adjustment for net gain in cash flow hedging instruments included in income, net of tax of $621 and $18		(2,052)		(58)
Unrealized gain from cash flow hedging instruments:						Unrealized gain from cash flow hedging instruments:
Net unrealized gain in cash flow hedging instruments arising during the period, net of tax of $0 and $(5,446)						Net unrealized gain in cash flow hedging instruments arising during the period, net of tax of $0 and $(5,446)	0		17,977
Reclassification adjustment for net gain in cash flow hedging instruments included in income, net of tax of $599 and $218						Reclassification adjustment for net gain in cash flow hedging instruments included in income, net of tax of $599 and $218	(1,977)		(722)
Net unrealized gain (loss) from cash flow hedging instruments, net of reclassification adjustment	Net unrealized gain (loss) from cash flow hedging instruments, net of reclassification adjustment	(2,114)		3,079		Net unrealized gain (loss) from cash flow hedging instruments, net of reclassification adjustment	(1,977)		17,255
Other comprehensive income (loss)	Other comprehensive income (loss)	(3,476)		17,734		Other comprehensive income (loss)	(104,467)		96,840
Total comprehensive income		$	41,258	$	68,461
Total comprehensive income (loss)						Total comprehensive income (loss)	$	(52,614)	$	111,468



	Nine Months Ended
	September 30,
	2020		2019
	(in thousands)
Net income	$	95,944	$	148,322
Other comprehensive income, net of tax:
Unrealized gain from securities:
Net unrealized holding gain from available for sale debt securities arising during the period, net of tax of $(36,690) and $(26,209)	121,114		86,519
Reclassification adjustment of net gain from available for sale debt securities arising during the period, net of tax of $58 and $496	(191)		(1,636)
Net unrealized gain from securities, net of reclassification adjustment	120,923		84,883
Pension plan liability adjustment:

Amortization of unrecognized net actuarial loss included in net periodic pension cost, net of tax of $(72) and $(56)	239		184
Pension plan liability adjustment, net	239		184
Unrealized gain from cash flow hedging instruments:
Net unrealized gain in cash flow hedging instruments arising during the period, net of tax of $(6,218) and $(4,599)	20,526		15,180
Reclassification adjustment for net gain in cash flow hedging instruments included in income, net of tax of $1,349 and $18	(4,454)		(58)
Net unrealized gain from cash flow hedging instruments, net of reclassification adjustment	16,072		15,122
Other comprehensive income	137,234		100,189
Total comprehensive income	$	233,178	$	248,511


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


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


CONSOLIDATED STATEMENTS OF INCOME
Columbia Banking System, Inc.
(Unaudited)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
	(in thousands except per share amounts)
Interest Income
Loans	$	105,739	$	112,656	$	318,601	$	337,657
Taxable securities	19,102		16,457		58,533		49,790
Tax-exempt securities	2,340		2,556		6,899		8,237
Deposits in banks	203		864		480		1,159
Total interest income	127,384		132,533		384,513		396,843
Interest Expense
Deposits	2,005		6,863		7,741		16,337
FHLB advances	166		2,569		6,191		9,962
Subordinated debentures	468		468		1,404		1,404
Other borrowings	19		183		178		552
Total interest expense	2,658		10,083		15,514		28,255
Net Interest Income	124,726		122,450		368,999		368,588
Provision for credit losses	7,400		299		82,400		1,879
Net interest income after provision for credit losses	117,326		122,151		286,599		366,709
Noninterest Income
Deposit account and treasury management fees	6,658		9,015		20,538		27,030
Card revenue	3,834		4,006		10,431		11,431
Financial services and trust revenue	3,253		3,226		9,481		9,608
Loan revenue	6,645		3,855		16,842		9,840
Bank owned life insurance	1,585		1,528		4,799		4,644
Investment securities gains, net	0		0		16,674		2,132
Other	497		6,400		2,173		10,689
Total noninterest income	22,472		28,030		80,938		75,374
Noninterest Expense
Compensation and employee benefits	55,133		54,459		156,018		158,559
Occupancy	8,734		8,645		26,743		26,166
Data processing	4,510		5,102		14,804		14,372
Legal and professional fees	3,000		5,683		8,585		16,810
Amortization of intangibles	2,193		2,632		6,713		8,029
B&O taxes	1,559		1,325		3,427		4,612
Advertising and promotion	680		1,752		2,822		3,596
Regulatory premiums	826		(38)		1,894		1,902
Net benefit of operation of OREO	(160)		(90)		(348)		(682)
Other	8,640		7,606		29,561		25,140
Total noninterest expense	85,115		87,076		250,219		258,504
Income before income taxes	54,683		63,105		117,318		183,579
Income tax provision	9,949		12,378		21,374		35,257
Net Income	$	44,734	$	50,727	$	95,944	$	148,322
Earnings per common share
Basic	$	0.63	$	0.70	$	1.35	$	2.04
Diluted	$	0.63	$	0.70	$	1.35	$	2.04
Weighted average number of common shares outstanding	70,726		71,803		70,870		72,256
Weighted average number of diluted common shares outstanding	70,762		71,803		70,906		72,257





	Common Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Shareholders’ Equity
		Shares Outstanding									Amount
For the Three Months Ended March 31, 2020		(in thousands except per share amounts)
Balance at January 1, 2020		72,124	$	1,650,753	$	519,676	$	40,367	$	(50,834)		$	2,159,962
Adjustment to opening retained earnings pursuant to adoption of ASU 2016-13		—	—		(2,457)		—		—			(2,457)
Net income		—	—		14,628		—		—			14,628
Other comprehensive income		—	—		—		96,840		—			96,840
Issuance of common stock - employee stock purchase plan		26	945		—		—		—			945
Activity in deferred compensation plan		0	3		—		—		—			3
Issuance of common stock - RSAs and RSUs, net of canceled awards		222	2,172		—		—		—			2,172

Purchase and retirement of common stock		(66)	(2,474)		—		—		—			(2,474)
Cash dividends declared on common stock ($0.50 per share)		—	—		(36,017)		—		—			(36,017)
Purchase of treasury stock		(731)	—		—		—		(20,000)			(20,000)
Balance at March 31, 2020		71,575	$	1,651,399	$	495,830	$	137,207	$	(70,834)		$	2,213,602


CONSOLIDATED STATEMENTS OF CASH FLOWS	CONSOLIDATED STATEMENTS OF CASH FLOWS					CONSOLIDATED STATEMENTS OF CASH FLOWS
Columbia Banking System, Inc.	Columbia Banking System, Inc.					Columbia Banking System, Inc.
(Unaudited)	(Unaudited)					(Unaudited)
		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
		(in thousands)					(in thousands)
Cash Flows From Operating Activities	Cash Flows From Operating Activities					Cash Flows From Operating Activities
Net income	Net income	$	95,944	$	148,322	Net income	$	51,853	$	14,628
Adjustments to reconcile net income to net cash provided by operating activities	Adjustments to reconcile net income to net cash provided by operating activities					Adjustments to reconcile net income to net cash provided by operating activities
Provision for credit losses		82,400		1,879
Provision (recapture) for credit losses						Provision (recapture) for credit losses	(800)		41,500
Stock-based compensation expense	Stock-based compensation expense	7,918		6,827		Stock-based compensation expense	3,028		2,172
Depreciation, amortization and accretion	Depreciation, amortization and accretion	14,456		26,150		Depreciation, amortization and accretion	1,433		13,151
Investment securities gain, net	Investment securities gain, net	(16,674)		(2,132)		Investment securities gain, net	0		(249)
Net realized gain on sale of premises and equipment, loans held for investment and OPPO		(953)		(6,787)
Net realized (gain) loss on sale of premises and equipment, loans held for investment and OPPO						Net realized (gain) loss on sale of premises and equipment, loans held for investment and OPPO	6		(25)
Net realized gain on sale and valuation adjustments of OREO	Net realized gain on sale and valuation adjustments of OREO	(64)		(602)		Net realized gain on sale and valuation adjustments of OREO	(100)		0
Gain on bank owned life insurance death benefit	Gain on bank owned life insurance death benefit	0		(2,975)		Gain on bank owned life insurance death benefit	(209)		0

Originations of loans held for sale	Originations of loans held for sale	(356,962)		(134,634)		Originations of loans held for sale	(107,104)		(58,199)
Proceeds from sales of loans held for sale	Proceeds from sales of loans held for sale	350,273		123,447		Proceeds from sales of loans held for sale	107,320		66,216
Change in fair value of loans held for sale						Change in fair value of loans held for sale	89		0
Net change in:	Net change in:					Net change in:
Interest receivable	Interest receivable	(9,879)		(3,180)		Interest receivable	2,164		2,262
Interest payable	Interest payable	(399)		632		Interest payable	494		2,325
Other assets	Other assets	(53,996)		(31,840)		Other assets	11,525		(63,141)
Other liabilities	Other liabilities	31,703		29,706		Other liabilities	(10,627)		44,725
Net cash provided by operating activities	Net cash provided by operating activities	143,767		154,813		Net cash provided by operating activities	59,072		65,365
Cash Flows From Investing Activities	Cash Flows From Investing Activities					Cash Flows From Investing Activities
Loans originated, net of principal collected	Loans originated, net of principal collected	(938,624)		(305,581)		Loans originated, net of principal collected	(164,856)		(197,362)
Purchases of:	Purchases of:					Purchases of:
Debt securities available for sale	Debt securities available for sale	(996,951)		(649,133)		Debt securities available for sale	(608,854)		(37,472)
Loans held for investment	Loans held for investment	0		(57,075)		Loans held for investment	(74,383)		0
Premises and equipment	Premises and equipment	(7,538)		(5,833)		Premises and equipment	(805)		(1,650)
FHLB stock	FHLB stock	(53,240)		(190,800)		FHLB stock	0		(51,240)
Proceeds from:	Proceeds from:					Proceeds from:
Sales of debt securities available for sale	Sales of debt securities available for sale	194,105		259,554		Sales of debt securities available for sale	0		194,105
Sales of equity securities		3,000		0

Principal repayments and maturities of debt securities available for sale	Principal repayments and maturities of debt securities available for sale	406,767		287,479		Principal repayments and maturities of debt securities available for sale	180,380		134,641
Sales of premises and equipment	Sales of premises and equipment	2,128		7,735		Sales of premises and equipment	0		31
Redemption of FHLB stock	Redemption of FHLB stock	91,080		187,080		Redemption of FHLB stock	0		61,080
Sales of OREO and OPPO	Sales of OREO and OPPO	1,034		6,433		Sales of OREO and OPPO	132		50
Bank owned life insurance death benefit	Bank owned life insurance death benefit	1,050		0		Bank owned life insurance death benefit	671		1,050

Net cash used in investing activities		(1,297,189)		(460,141)

Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	(667,715)		103,233
Cash Flows From Financing Activities	Cash Flows From Financing Activities					Cash Flows From Financing Activities
Net increase in deposits	Net increase in deposits	2,915,565		397,893		Net increase in deposits	897,604		128,059
Net decrease in sweep repurchase agreements	Net decrease in sweep repurchase agreements	(37,471)		(36,605)		Net decrease in sweep repurchase agreements	(35,235)		(35,185)
Proceeds from:	Proceeds from:					Proceeds from:

FHLB advances	FHLB advances	1,331,000		4,770,000		FHLB advances	0		1,281,000
FRB borrowings	FRB borrowings	222,010		36,000		FRB borrowings	0		182,010
Other borrowings	Other borrowings	9,222		100		Other borrowings	0		5,000
Exercise of stock options and employee stock purchase plan		2,028		2,025
Employee stock purchase plan						Employee stock purchase plan	1,098		945
Payments for:	Payments for:					Payments for:
Repayment of FHLB advances	Repayment of FHLB advances	(2,277,000)		(4,677,000)		Repayment of FHLB advances	0		(1,527,000)
Repayment of FRB borrowings	Repayment of FRB borrowings	(222,010)		(36,000)		Repayment of FRB borrowings	0		(177,010)
Repayment of other borrowings		(9,222)		(100)

Common stock dividends	Common stock dividends	(75,630)		(81,822)		Common stock dividends	(20,110)		(35,860)

Purchase of treasury stock	Purchase of treasury stock	(20,000)		(45,380)		Purchase of treasury stock	0		(20,000)
Purchase and retirement of common stock	Purchase and retirement of common stock	(2,498)		(2,765)		Purchase and retirement of common stock	(3,995)		(2,474)
Net cash provided by financing activities		1,835,994		326,346
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	839,362		(200,515)


CONSOLIDATED STATEMENTS OF CASH FLOWS, Continued
CONSOLIDATED STATEMENTS OF CASH FLOWS						CONSOLIDATED STATEMENTS OF CASH FLOWS
Columbia Banking System, Inc.	Columbia Banking System, Inc.					Columbia Banking System, Inc.
(Unaudited)	(Unaudited)					(Unaudited)
		Nine Months Ended September 30,					Three Months Ended March 31,
		2020		2019			2021		2020
		(in thousands)					(in thousands)
Increase in cash and cash equivalents		682,572		21,018
Increase (decrease) in cash and cash equivalents						Increase (decrease) in cash and cash equivalents	230,719		(31,917)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	247,673		277,587		Cash and cash equivalents at beginning of period	653,766		247,673
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	930,245	$	298,605	Cash and cash equivalents at end of period	$	884,485	$	215,756
Supplemental Information:	Supplemental Information:					Supplemental Information:
Interest paid	Interest paid	$	15,913	$	27,623	Interest paid	$	1,553	$	6,150
Income taxes paid, net of refunds	Income taxes paid, net of refunds	$	32,745	$	33,134	Income taxes paid, net of refunds	$	(1)	$	12
Non-cash investing and financing activities	Non-cash investing and financing activities					Non-cash investing and financing activities
Loans transferred to OREO		$	1,033	$	386

Premises and equipment expenditures incurred but not yet paid	Premises and equipment expenditures incurred but not yet paid	$	301	$	152	Premises and equipment expenditures incurred but not yet paid	$	43	$	238
Change in dividends payable on unvested shares included in other liabilities	Change in dividends payable on unvested shares included in other liabilities	$	522	$	252	Change in dividends payable on unvested shares included in other liabilities	$	(49)	$	157


		September 30, 2020					March 31, 2021
		Amortized Cost		Fair Value			Amortized Cost		Fair Value
		(in thousands)					(in thousands)
Due within one year	Due within one year	$	92,028	$	92,931	Due within one year	$	81,385	$	81,986
Due after one year through five years	Due after one year through five years	595,979		626,018		Due after one year through five years	737,066		765,090
Due after five years through ten years	Due after five years through ten years	2,000,662		2,133,751		Due after five years through ten years	2,457,820		2,507,546
Due after ten years	Due after ten years	1,392,449		1,429,020		Due after ten years	2,141,102		2,141,668
Total debt securities available for sale	Total debt securities available for sale	$	4,081,118	$	4,281,720	Total debt securities available for sale	$	5,417,373	$	5,496,290


	~~September 30, 2020~~March 31, 2021
	(in thousands)
To secure public funds	$	~~441,379~~477,970
To secure borrowings	~~111,978~~109,650
Other securities pledged	~~168,870~~217,055
Total securities pledged as collateral	$	~~722,227~~804,675


		Less than 12 Months				12 Months or More				Total					Less than 12 Months				12 Months or More				Total
		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses			Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
September 30, 2020		(in thousands)
March 31, 2021														March 31, 2021	(in thousands)
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	318,868	$	(2,817)	$	23,084	$	(840)	$	341,952	$	(3,657)	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	1,661,107	$	(44,484)	$	16,463	$	(719)	$	1,677,570	$	(45,203)
Other asset-backed securities	Other asset-backed securities	71,552		(530)		95		0		71,647		(530)		Other asset-backed securities	183,636		(5,656)		69		0		183,705		(5,656)
State and municipal securities	State and municipal securities	90,620		(813)		0		0		90,620		(813)		State and municipal securities	311,953		(6,365)		0		0		311,953		(6,365)
U.S. government agency and government-sponsored enterprise securities	U.S. government agency and government-sponsored enterprise securities	99,946		(52)		0		0		99,946		(52)		U.S. government agency and government-sponsored enterprise securities	149,483		(1,567)		0		0		149,483		(1,567)

Total	Total	$	580,986	$	(4,212)	$	23,179	$	(840)	$	604,165	$	(5,052)	Total	$	2,306,179	$	(58,072)	$	16,532	$	(719)	$	2,322,711	$	(58,791)
December 31, 2019
December 31, 2020														December 31, 2020
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	1,055,903	$	(12,424)	$	491,539	$	(6,798)	$	1,547,442	$	(19,222)	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	575,329	$	(3,728)	$	18,527	$	(815)	$	593,856	$	(4,543)
Other asset-backed securities	Other asset-backed securities	89,508		(880)		6,799		(109)		96,307		(989)		Other asset-backed securities	143,764		(2,076)		70		0		143,834		(2,076)
State and municipal securities	State and municipal securities	12,363		(142)		12,587		(82)		24,950		(224)		State and municipal securities	86,471		(592)		0		0		86,471		(592)
U.S. government agency and government-sponsored enterprise securities	U.S. government agency and government-sponsored enterprise securities	0		0		10,495		(5)		10,495		(5)		U.S. government agency and government-sponsored enterprise securities	74,943		(57)		0		0		74,943		(57)

Total	Total	$	1,157,774	$	(13,446)	$	521,420	$	(6,994)	$	1,679,194	$	(20,440)	Total	$	880,507	$	(6,453)	$	18,597	$	(815)	$	899,104	$	(7,268)


		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			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
September 30, 2020		(in thousands)
March 31, 2021																March 31, 2021	(in thousands)
Commercial loans:	Commercial loans:															Commercial loans:
Commercial real estate	Commercial real estate	$	4,015,038	$	547	$	1,088	$	0	$	1,635	$	10,362	$	4,027,035	Commercial real estate	$	4,067,718	$	880	$	6,000	$	0	$	6,880	$	7,317	$	4,081,915
Commercial business	Commercial business	3,808,794		6,987		915		0		7,902		19,313		3,836,009		Commercial business	3,778,955		109		198		0		307		13,551		3,792,813
Agriculture	Agriculture	833,408		1,710		259		0		1,969		14,913		850,290		Agriculture	739,599		1,060		512		0		1,572		10,629		751,800
Construction	Construction	272,959		0		0		0		0		217		273,176		Construction	282,343		0		0		0		0		191		282,534
Consumer loans:	Consumer loans:															Consumer loans:
One-to-four family residential real estate	One-to-four family residential real estate	658,468		4,559		0		0		4,559		2,405		665,432		One-to-four family residential real estate	728,053		5,462		48		0		5,510		1,751		735,314
Other consumer	Other consumer	36,744		215		25		0		240		21		37,005		Other consumer	31,758		27		15		0		42		142		31,942
Total	Total	$	9,625,411	$	14,018	$	2,287	$	0	$	16,305	$	47,231	$	9,688,947	Total	$	9,628,426	$	7,538	$	6,773	$	0	$	14,311	$	33,581	$	9,676,318

		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			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, 2019		(in thousands)
December 31, 2020																December 31, 2020	(in thousands)
Commercial loans:	Commercial loans:															Commercial loans:
Commercial real estate	Commercial real estate	$	3,935,633	$	6,421	$	0	0		$	6,421	$	3,799	$	3,945,853	Commercial real estate	$	4,037,309	$	17,292	$	0	0		$	17,292	$	7,712	$	4,062,313
Commercial business	Commercial business	2,959,826		6,081		2,769		0		8,850		20,937		2,989,613		Commercial business	3,578,905		1,282		4,559		0		5,841		13,222		3,597,968
Agriculture	Agriculture	755,719		2,283		2,346		0		4,629		5,023		765,371		Agriculture	767,102		911		0		0		911		11,614		779,627
Construction	Construction	360,582		951		0		0		951		0		361,533		Construction	268,304		0		142		0		142		217		268,663
Consumer loans:	Consumer loans:															Consumer loans:
One-to-four family residential real estate	One-to-four family residential real estate	631,109		2,516		408		0		2,924		3,292		637,325		One-to-four family residential real estate	677,627		2,283		1,659		0		3,942		2,001		683,570
Other consumer	Other consumer	43,654		80		27		0		107		9		43,770		Other consumer	35,450		24		5		0		29		40		35,519
Total	Total	$	8,686,523	$	18,332	$	5,550	$	0	$	23,882	$	33,060	$	8,743,465	Total	$	9,364,697	$	21,792	$	6,365	$	0	$	28,157	$	34,806	$	9,427,660


	Beginning Balance		Impact of Adopting ASC 326		Charge-offs		Recoveries		Provision (Recapture)		Ending Balance
Three Months Ended March 31, 2020	(in thousands)
Commercial loans:
Commercial real estate	$	20,340	$	7,533	$	(101)	$	14	$	9,336	$	37,122
Commercial business	30,292		762		(1,684)		860		15,340		45,570
Agriculture	15,835		(9,325)		(4,726)		41		9,260		11,085
Construction	8,571		(1,750)		0		442		1,582		8,845
Consumer loans:
One-to-four family residential real estate	7,435		4,237		(10)		282		5,715		17,659
Other consumer	883		778		(268)		124		127		1,644
Unallocated	612		(603)		0		0		140		149
Total	$	83,968	$	1,632	$	(6,789)	$	1,763	$	41,500	$	122,074


	Three Months Ended September 30, 2020					Three Months Ended September 30, 2019
	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
	(dollars in thousands)
Commercial loans:

Commercial business	4	$	795	795		5	5,026		5,026
Agriculture	1	2,600		2,600		0	0		0

Consumer loans:
One-to-four family residential real estate	4	618		618		5	357		357
Other consumer	0	0		0		1	1		1
Total	9	$	4,013	$	4,013	11	$	5,384	$	5,384


		Nine Months Ended September 30, 2020					Nine Months Ended September 30, 2019						Three Months Ended March 31, 2021					Three Months Ended March 31, 2020
		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			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
		(dollars in thousands)											(dollars in thousands)
Commercial loans:	Commercial loans:											Commercial loans:

Commercial real estate												Commercial real estate	1	$	628	$	628	0	$	0	$	0
Commercial business	Commercial business	10	$	2,757	$	2,757	10	$	6,560	$	6,560	Commercial business	7	843		843		2	272		272
Agriculture	Agriculture	2	3,495		3,495		0	0		0		Agriculture	0	0		0		1	895		895

Consumer loans:	Consumer loans:											Consumer loans:
One-to-four family residential real estate	One-to-four family residential real estate	6	814		814		10	692		692		One-to-four family residential real estate	2	140		140		1	68		68
Other consumer		0	0		0		1	1		1

Total	Total	18	$	7,066	$	7,066	21	$	7,253	$	7,253	Total	10	$	1,611	$	1,611	4	$	1,235	$	1,235


	Prior Year Ending Balance		Impact of Adopting ASC 326		Beginning Balance		Charge-offs		Recoveries		Provision (Recapture)		Ending Balance
Nine Months Ended September 30, 2020	(in thousands)
Commercial loans:
Commercial real estate	$	20,340	$	7,533	$	27,873	$	(101)	$	92	$	33,460	$	61,324
Commercial business	30,292		762		31,054		(10,290)		2,795		27,013		50,572
Agriculture	15,835		(9,325)		6,510		(5,995)		69		11,877		12,461
Construction	8,571		(1,750)		6,821		0		688		1,454		8,963
Consumer loans:
One-to-four family residential real estate	7,435		4,237		11,672		(26)		2,005		8,456		22,107
Other consumer	883		778		1,661		(599)		330		149		1,541
Unallocated	612		(603)		9		0		0		(9)		0
Total	$	83,968	$	1,632	$	85,600	$	(17,011)	$	5,979	$	82,400	$	156,968


														Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term Loans Amortized Cost Basis																												Revolving Loans Amortized Cost Basis			Revolving Loans Converted to Term Loans Amortized Cost Basis
		Term Loans																				Term Loans
		Amortized Cost Basis by Origination Year																				Amortized Cost Basis by Origination Year
		2020		2019		2018		2017		2016		Prior							Total (1)					2021					2020			2019			2018			2017			Prior									Total (1)
September 30, 2020		(in thousands)
March 31, 2021																							March 31, 2021				(in thousands)
Commercial loans:	Commercial loans:																						Commercial loans:
Commercial real estate	Commercial real estate																						Commercial real estate
Pass	Pass	$	491,625	$	636,127	$	499,924	$	542,049	$	434,390	$	1,032,016				$	48,664		$	3,552				$	3,688,347		Pass		$	205,152		$	668,655		$	603,542		$	459,888		$	491,550		$	1,229,742		$	49,274		$	2,781		$	3,710,584
Special mention	Special mention	8,717		59,899		18,993		15,175		47,881		50,571					2,148			0					203,384			Special mention		0			3,127			65,107			19,094			4,420			99,370			5			0			191,123
Substandard	Substandard	0		9,977		17,307		13,014		45,421		43,650				5,935			0				135,304		Substandard				0			3,467			34,749			16,559			31,448			91,434			2,551			0			180,208

Total commercial real estate	Total commercial real estate	$	500,342	$	706,003	$	536,224	$	570,238	$	527,692	$	1,126,237	$	56,747		$	3,552		$	4,027,035		Total commercial real estate				$	205,152		$	675,249		$	703,398		$	495,541		$	527,418		$	1,420,546		$	51,830		$	2,781		$	4,081,915
Commercial business	Commercial business																						Commercial business
Pass	Pass	$	1,175,587	$	409,759	$	357,128	$	233,037	$	240,648	$	256,178	$	915,373		$	8,674		$	3,596,384		Pass				$	586,311		$	829,165		$	347,668		$	273,408		$	178,663		$	376,297		$	945,271		$	12,322		$	3,549,105
Special mention	Special mention	4,856		51,204		8,635		25,626		6,514		11,907		35,819			0			144,561			Special mention				0			588			8,346			6,237			2,063			1,131			49,369			143			67,877
Substandard	Substandard	3,791		6,005		17,758		5,836		7,153		6,369		44,651			3,501			95,064			Substandard				0			6,594			26,640			36,756			27,226			33,731			44,046			838			175,831

Total commercial business	Total commercial business	$	1,184,234	$	466,968	$	383,521	$	264,499	$	254,315	$	274,454	$	995,843		$	12,175		$	3,836,009		Total commercial business				$	586,311		$	836,347		$	382,654		$	316,401		$	207,952		$	411,159		$	1,038,686		$	13,303		$	3,792,813
Agriculture	Agriculture																						Agriculture
Pass	Pass	$	147,892	$	99,483	$	42,464	$	59,828	$	60,007	$	62,529	$	290,986		$	12,273		$	775,462		Pass				$	57,282		$	121,511		$	85,485		$	39,930		$	56,638		$	106,969		$	209,154		$	550		$	677,519
Special mention	Special mention	0		519		0		33		272		0		1,801			0			2,625			Special mention				0			3,398			1,366			163			0			2,371			7,962			0			15,260
Substandard	Substandard	2,676		13,010		6,950		4,278		2,399		4,482		37,918			490			72,203			Substandard				0			6,022			10,424			2,693			4,140			3,194			31,804			744			59,021

Total agriculture	Total agriculture	$	150,568	$	113,012	$	49,414	$	64,139	$	62,678	$	67,011	$	330,705		$	12,763		$	850,290		Total agriculture				$	57,282		$	130,931		$	97,275		$	42,786		$	60,778		$	112,534		$	248,920		$	1,294		$	751,800
Construction	Construction																						Construction
Pass	Pass	$	89,744	$	101,060	$	24,130	$	4,531	$	782	$	1,883	$	25,536		$	0		$	247,666		Pass				$	41,447		$	130,122		$	44,121		$	7,909		$	3,471		$	5,579		$	31,682		$	0		$	264,331
Special mention	Special mention	0		2,259		0		0		0		0		0			0			2,259			Special mention				0			0			0			0			0			0			0			0			0
Substandard	Substandard	0		17,622		5,539		0		0		57		33			0			23,251			Substandard				0			0			18,148			0			0			55			0			0			18,203

Total construction	Total construction	$	89,744	$	120,941	$	29,669	$	4,531	$	782	$	1,940	$	25,569		$	0		$	273,176		Total construction				$	41,447		$	130,122		$	62,269		$	7,909		$	3,471		$	5,634		$	31,682		$	0		$	282,534
Consumer loans:	Consumer loans:																						Consumer loans:
One-to-four family residential real estate	One-to-four family residential real estate																						One-to-four family residential real estate
Pass	Pass	$	88,632	$	83,137	$	72,896	$	33,149	$	24,987	$	87,267	$	265,475		$	3,110		$	658,653		Pass				$	106,212		$	157,286		$	68,489		$	53,753		$	25,686		$	88,323		$	228,917		$	308		$	728,974
Special mention	Special mention	0		0		0		0		0		206		297			0			503			Special mention				0			0			0			0			0			125			0			0			125
Substandard	Substandard	0		735		227		1,177		344		2,463		1,133			197			6,276			Substandard				0			835			1,381			245			491			2,735			309			219			6,215

Total one-to-four family real estate	Total one-to-four family real estate	$	88,632	$	83,872	$	73,123	$	34,326	$	25,331	$	89,936	$	266,905		$	3,307		$	665,432		Total one-to-four family real estate				$	106,212		$	158,121		$	69,870		$	53,998		$	26,177		$	91,183		$	229,226		$	527		$	735,314
Other consumer	Other consumer																						Other consumer
Pass	Pass	$	4,412	$	3,684	$	4,299	$	1,172	$	327	$	1,161	$	20,937		$	736		$	36,728		Pass				$	2,107		$	3,595		$	2,807		$	3,250		$	871		$	1,211		$	17,277		$	610		$	31,728

Substandard	Substandard	31		0		0		6		4		171		24			41			277			Substandard				0			36			39			0			3			3			36			97			214

Total consumer	Total consumer	$	4,443	$	3,684	$	4,299	$	1,178	$	331	$	1,332	$	20,961		$	777		$	37,005		Total consumer				$	2,107		$	3,631		$	2,846		$	3,250		$	874		$	1,214		$	17,313		$	707		$	31,942
Total	Total	$	2,017,963	$	1,494,480	$	1,076,250	$	938,911	$	871,129	$	1,560,910	$	1,696,730		$	32,574		$	9,688,947		Total				$	998,511		$	1,934,401		$	1,318,312		$	919,885		$	826,670		$	2,042,270		$	1,617,657		$	18,612		$	9,676,318
Less:	Less:																						Less:
Allowance for credit losses	Allowance for credit losses																			156,968			Allowance for credit losses																												148,294
Loans, net	Loans, net																			$	9,531,979		Loans, net																												$	9,528,024


		Year ending December 31,			Year ending December 31,
		(in thousands)			(in thousands)
2020		$	2,012
2021	2021	7,264		2021	$	5,340
2022	2022	5,880		2022	5,880
2023	2023	4,552		2023	4,552
2024	2024	3,432		2024	3,432
2025				2025	2,415


	Amount of Gain or (Loss) Recognized in Accumulated Other Comprehensive Income on Derivative				Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income	Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income
	Three Months Ended September 30,					Three Months Ended September 30,
	2020		2019			2020		2019
	(in thousands)
Interest rate collar	$	(81)	$	4,088	Interest income	$	2,673	$	76

	Nine Months Ended September 30,					Nine Months Ended September 30,
	2020		2019			2020		2019

Interest rate collar	$	26,744	$	19,779	Interest income	$	5,803	$	76


		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								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 Pledged/Received						Net Amount										Collateral Pledged/Received								Net Amount
September 30, 2020				(in thousands)
March 31, 2021																			March 31, 2021			(in thousands)
Assets	Assets																		Assets
Interest rate swap contracts	Interest rate swap contracts	$	53,202				$	0			$	53,202			$	0			$	53,202		Interest rate swap contracts	$	32,501			$	0			$	32,501			$	(1,960)			$	30,541
Interest rate collar		$	35,668		$	0			$	35,668			$	(35,668)			0
Liabilities	Liabilities																		Liabilities
Interest rate swap contracts	Interest rate swap contracts	$	53,677		$	0			$	53,677			$	(53,677)			$	0	Interest rate swap contracts		$	32,769			$	0			$	32,769			$	(26,848)			$	5,921
Repurchase agreements	Repurchase agreements	$	26,966		$	0			$	26,966			$	(26,966)			$	0	Repurchase agreements		$	38,624			$	0			$	38,624			$	(38,624)			$	0

December 31, 2019
December 31, 2020																			December 31, 2020
Assets	Assets																		Assets
Interest rate swap contracts	Interest rate swap contracts	$	19,144		$	0			$	19,144			$	0			$	19,144	Interest rate swap contracts		$	46,184			$	0			$	46,184			$	0			$	46,184
Interest rate collar		$	14,727		$	0			$	14,727			$	(14,727)			0
Liabilities	Liabilities																		Liabilities
Interest rate swap contracts	Interest rate swap contracts	$	19,145		$	0			$	19,145			$	(19,145)			$	0	Interest rate swap contracts		$	46,637			$	0			$	46,637			$	(46,637)			$	0
Repurchase agreements	Repurchase agreements	$	64,437		$	0			$	64,437			$	(64,437)			$	0	Repurchase agreements		$	73,859			$	0			$	73,859			$	(73,859)			$	0


		Remaining contractual maturity of the agreements											Remaining contractual maturity of the agreements
		Overnight and continuous		Up to 30 days		30 - 90 days		Greater than 90 days		Total			Overnight and continuous		Up to 30 days		30 - 90 days		Greater than 90 days		Total
September 30, 2020		(in thousands)
March 31, 2021												March 31, 2021	(in thousands)
Class of collateral pledged for repurchase agreements	Class of collateral pledged for repurchase agreements											Class of collateral pledged for repurchase agreements
U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	26,966	$	0	$	0	$	0	$	26,966	U.S. government agency and government-sponsored enterprise mortgage-backed securities and collateralized mortgage obligations	$	38,624	$	0	$	0	$	0	$	38,624
Gross amount of recognized liabilities for repurchase agreements	Gross amount of recognized liabilities for repurchase agreements									26,966		Gross amount of recognized liabilities for repurchase agreements									38,624
Amounts related to agreements not included in offsetting disclosure	Amounts related to agreements not included in offsetting disclosure									$	0	Amounts related to agreements not included in offsetting disclosure									$	0


Declared	Regular Cash Dividends Per Common Share		Special Cash Dividends Per Common Share		Record Date	Paid Date
January 23, 2020	$	0.28	$	0.22	February 5, 2020	February 19, 2020
April 30, 2020	$	0.28	$	0	May 14, 2020	May 28, 2020
July 23, 2020	$	0.28	$	0	August 5, 2020	August 19, 2020


		Unrealized Gains and Losses on Available for Sale Securities (1)		Unrealized Gains and Losses on Pension Plan Liability (1)		Unrealized Gains and Losses on Hedging Instruments (1)		Total (1)			Unrealized Gains and Losses on Available for Sale Securities (1)		Unrealized Gains and Losses on Pension Plan Liability (1)		Unrealized Gains and Losses on Hedging Instruments (1)		Total (1)
Three Months Ended September 30, 2020		(in thousands)
Three Months Ended March 31, 2021										Three Months Ended March 31, 2021	(in thousands)
Beginning balance	Beginning balance	$	155,403	$	(3,815)	$	29,489	$	181,077	Beginning balance	$	163,174	$	(5,833)	$	24,854	$	182,195
Other comprehensive loss before reclassifications	Other comprehensive loss before reclassifications	(1,442)		0		(62)		(1,504)		Other comprehensive loss before reclassifications	(102,605)		0		0		(102,605)
Amounts reclassified from accumulated other comprehensive income (2)	Amounts reclassified from accumulated other comprehensive income (2)	0		80		(2,052)		(1,972)		Amounts reclassified from accumulated other comprehensive income (2)	0		115		(1,977)		(1,862)
Net current-period other comprehensive income (loss)	Net current-period other comprehensive income (loss)	(1,442)		80		(2,114)		(3,476)		Net current-period other comprehensive income (loss)	(102,605)		115		(1,977)		(104,467)
Ending balance	Ending balance	$	153,961	$	(3,735)	$	27,375	$	177,601	Ending balance	$	60,569	$	(5,718)	$	22,877	$	77,728
Three Months Ended September 30, 2019
Three Months Ended March 31, 2020										Three Months Ended March 31, 2020
Beginning balance	Beginning balance	$	37,162	$	(2,055)	$	12,043	$	47,150	Beginning balance	$	33,038	$	(3,974)	$	11,303	$	40,367

Other comprehensive income before reclassifications	Other comprehensive income before reclassifications	14,593		0		3,137		17,730		Other comprehensive income before reclassifications	79,696		0		17,977		97,673
Amounts reclassified from accumulated other comprehensive income (2)	Amounts reclassified from accumulated other comprehensive income (2)	0		62		(58)		4		Amounts reclassified from accumulated other comprehensive income (2)	(191)		80		(722)		(833)
Net current-period other comprehensive income	Net current-period other comprehensive income	14,593		62		3,079		17,734		Net current-period other comprehensive income	79,505		80		17,255		96,840
Ending balance	Ending balance	$	51,755	$	(1,993)	$	15,122	$	64,884	Ending balance	$	112,543	$	(3,894)	$	28,558	$	137,207
Nine Months Ended September 30, 2020
Beginning balance		$	33,038	$	(3,974)	$	11,303	$	40,367
Other comprehensive income before reclassifications		121,114		0		20,526		141,640
Amounts reclassified from accumulated other comprehensive income (2)		(191)		239		(4,454)		(4,406)
Net current-period other comprehensive income		120,923		239		16,072		137,234
Ending balance		$	153,961	$	(3,735)	$	27,375	$	177,601
Nine Months Ended September 30, 2019
Beginning balance		$	(33,128)	$	(2,177)	$	0	$	(35,305)

Other comprehensive income before reclassifications		86,519		0		15,180		101,699
Amounts reclassified from accumulated other comprehensive loss (2)		(1,636)		184		(58)		(1,510)
Net current-period other comprehensive income		84,883		184		15,122		100,189
Ending balance		$	51,755	$	(1,993)	$	15,122	$	64,884


		Amount Reclassified from Accumulated Other Comprehensive Income (Loss)										Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
		Three Months Ended September 30,				Nine Months Ended September 30,				Affected line Item in the Consolidated		Three Months Ended March 31,				Affected line Item in the Consolidated
		2020		2019		2020		2019		Statement of Income		2021		2020			Statement of Income
		(in thousands)										(in thousands)
Unrealized gains on available for sale debt securities	Unrealized gains on available for sale debt securities	$	0	$	0	$	249	$	2,132	Investment securities gains, net	Unrealized gains on available for sale debt securities	$	0	$	249		Investment securities gains, net
		0		0		249		2,132		Total before tax		0		249			Total before tax
		0		0		(58)		(496)		Income tax provision		0		(58)			Income tax provision
		$	0	$	0	$	191	$	1,636	Net of tax		$	0	$	191		Net of tax

Amortization of pension plan liability actuarial losses	Amortization of pension plan liability actuarial losses	$	(104)	$	(81)	$	(311)	$	(240)	Compensation and employee benefits	Amortization of pension plan liability actuarial losses	$	(150)	$	(104)		Compensation and employee benefits
		(104)		(81)		(311)		(240)		Total before tax		(150)		(104)			Total before tax
		24		19		72		56		Income tax provision		35		24			Income tax provision
		$	(80)	$	(62)	$	(239)	$	(184)	Net of tax		$	(115)	$	(80)		Net of tax

Unrealized gains from hedging instruments	Unrealized gains from hedging instruments	$	2,673	$	76	$	5,803	$	76	Loans	Unrealized gains from hedging instruments	$	2,576	$	940		Loans
		2,673		76		5,803		76		Total before tax		2,576		940			Total before tax
		(621)		(18)		(1,349)		(18)		Income tax provision		(599)		(218)			Income tax provision
		$	2,052	$	58	$	4,454	$	58	Net of tax		$	1,977	$	722		Net of tax


		Fair Value		Fair Value Measurements at Reporting Date Using							Fair Value		Fair Value Measurements at Reporting Date Using
				Level 1		Level 2		Level 3					Level 1		Level 2		Level 3
September 30, 2020		(in thousands)
March 31, 2021										March 31, 2021	(in thousands)
Assets	Assets									Assets
Debt securities available for sale:	Debt securities available for sale:									Debt securities available for sale:
U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	3,121,642	$	0	$	3,121,642	$	0	U.S. government agency and government-sponsored enterprise mortgage-back securities and collateralized mortgage obligations	$	4,104,219	$	0	$	4,104,219	$	0
Other asset-backed securities	Other asset-backed securities	293,024		0		293,024		0		Other asset-backed securities	358,819		0		358,819		0
State and municipal securities	State and municipal securities	557,444		0		557,444		0		State and municipal securities	751,285		0		751,285		0
U.S. government agency and government-sponsored enterprise securities	U.S. government agency and government-sponsored enterprise securities	309,610		0		309,610		0		U.S. government agency and government-sponsored enterprise securities	281,967		0		281,967		0

Total debt securities available for sale	Total debt securities available for sale	$	4,281,720	$	0	$	4,281,720	$	0	Total debt securities available for sale	$	5,496,290	$	0	$	5,496,290	$	0
Loans held for sale										Loans held for sale	$	25,587	$	0	$	25,587	$	0
Other assets:	Other assets:									Other assets:
Interest rate lock commitments										Interest rate lock commitments	$	925	$	0	$	0	$	925
Interest rate forward loan sales contracts										Interest rate forward loan sales contracts	$	505	$	0	$	505	$	0
Interest rate contracts	Interest rate contracts	$	53,202	$	0	$	53,202	$	0	Interest rate contracts	$	32,501	$	0	$	32,501	$	0
Interest rate collar		$	35,668	$	0	$	35,668	$	0

Liabilities	Liabilities									Liabilities
Other liabilities:	Other liabilities:									Other liabilities:

Interest rate contracts	Interest rate contracts	$	53,677	$	0	$	53,677	$	0	Interest rate contracts	$	32,769	$	0	$	32,769	$	0


	Fair Value at September 30, 2020		Fair Value Measurements at Reporting Date Using						Gains During the Three Months Ended September 30, 2020		Losses During the Nine Months Ended September 30, 2020
			Level 1		Level 2		Level 3
	(in thousands)
Collateral dependent loans	$	11,899	$	0	$	0	$	11,899	$	(153)	$	4,941


	Fair Value at March 31, 2021		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended March 31, 2021
			Level 1		Level 2		Level 3
	(in thousands)
Collateral dependent loans	$	1,520	$	0	$	0	$	1,520	$	722


	Fair Value at September 30, 2019		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended September 30, 2019		Losses During the Nine Months Ended September 30, 2019
			Level 1		Level 2		Level 3
	(in thousands)
Collateral dependent loans	$	8,990	$	0	$	0	$	8,990	$	1,722	$	3,299


	Fair Value at March 31, 2020		Fair Value Measurements at Reporting Date Using						Losses During the Three Months Ended March 31, 2020
			Level 1		Level 2		Level 3
	(in thousands)
Collateral dependent loans	$	3,043	$	0	$	0	$	3,043	$	5,138


		September 30, 2020											March 31, 2021
		Carrying Amount		Fair Value		Level 1		Level 2		Level 3			Carrying Amount		Fair Value		Level 1		Level 2		Level 3
		(in thousands)											(in thousands)
Assets	Assets											Assets
Cash and due from banks	Cash and due from banks	$	193,823	$	193,823	$	193,823	$	0	$	0	Cash and due from banks	$	178,096	$	178,096	$	178,096	$	0	$	0
Interest-earning deposits with banks	Interest-earning deposits with banks	736,422		736,422		736,422		0		0		Interest-earning deposits with banks	706,389		706,389		706,389		0		0
Debt securities available for sale	Debt securities available for sale	4,281,720		4,281,720		0		4,281,720		0		Debt securities available for sale	5,496,290		5,496,290		0		5,496,290		0
Equity securities without readily determinable fair values		13,425		13,425		0		0		13,425
FHLB stock	FHLB stock	10,280		10,280		0		10,280		0		FHLB stock	10,280		10,280		0		10,280		0
Loans held for sale	Loans held for sale	24,407		24,407		0		24,407		0		Loans held for sale	26,176		26,176		0		26,176		0
Loans	Loans	9,531,979		9,980,912		0		0		9,980,912		Loans	9,528,024		9,948,104		0		0		9,948,104
Interest rate contracts	Interest rate contracts	53,202		53,202		0		53,202		0		Interest rate contracts	32,501		32,501		0		32,501		0
Interest rate collar		35,668		35,668		0		35,668		0
Interest rate lock commitments												Interest rate lock commitments	925		925		0		0		925
Interest rate forward loan sales contracts												Interest rate forward loan sales contracts	505		505		0		505		0
Liabilities	Liabilities											Liabilities
Time deposits	Time deposits	$	337,228	$	337,386	$	0	$	337,386	$	0	Time deposits	$	336,918	$	333,169	$	0	$	333,169	$	0
FHLB advances	FHLB advances	7,427		9,354		0		9,354		0		FHLB advances	7,400		8,764		0		8,764		0
Repurchase agreements	Repurchase agreements	26,966		26,966		0		26,966		0		Repurchase agreements	38,624		38,624		0		38,624		0
Subordinated debentures	Subordinated debentures	35,139		35,368		0		35,368		0		Subordinated debentures	35,046		35,102		0		35,102		0

Interest rate contracts	Interest rate contracts	53,677		53,677		0		53,677		0		Interest rate contracts	32,769		32,769		0		32,769		0


	Three Months Ended September 30, 2020 Compared to 2019 Increase (Decrease) Due to
	Volume		Rate		Total
	(in thousands)
Interest Income
Loans, net	$	12,819	$	(19,973)	$	(7,154)
Taxable securities	4,842		(2,197)		2,645
Tax exempt securities	(81)		(192)		(273)
Interest-earning deposits with banks	820		(1,481)		(661)
Interest income	$	18,400	$	(23,843)	$	(5,443)
Interest Expense
Deposits:
Money market accounts	$	551	$	(2,444)	$	(1,893)
Interest-bearing demand	87		(188)		(101)
Savings accounts	8		(21)		(13)
Interest-bearing public funds, other than certificates of deposit	88		(2,570)		(2,482)
Certificates of deposit	(69)		(300)		(369)
Total interest on deposits	665		(5,523)		(4,858)
FHLB advances and FRB borrowings	(1,498)		(905)		(2,403)

Other borrowings and interest-bearing liabilities	41		(205)		(164)
Interest expense	$	(792)	$	(6,633)	$	(7,425)


		Nine Months Ended September 30, 2020 Compared to 2019 Increase (Decrease) Due to							Three Months Ended March 31, 2021 Compared to 2020 Increase (Decrease) Due to
		Volume		Rate		Total (1)			Volume		Rate		Total (1)
		(in thousands)							(in thousands)
Interest Income	Interest Income							Interest Income
Loans, net	Loans, net	$	30,186	$	(49,637)	$	(19,451)	Loans, net	$	8,993	$	(16,181)	$	(7,188)
Taxable securities	Taxable securities	12,704		(3,961)		8,743		Taxable securities	7,819		(6,091)		1,728
Tax exempt securities	Tax exempt securities	(1,174)		(519)		(1,693)		Tax exempt securities	1,209		(631)		578
Interest earning deposits with banks		1,298		(1,977)		(679)
Interest-earning deposits with banks								Interest-earning deposits with banks	244		(233)		11
Interest income	Interest income	$	43,014	$	(56,094)	$	(13,080)	Interest income	$	18,265	$	(23,136)	$	(4,871)
Interest Expense	Interest Expense							Interest Expense
Deposits:	Deposits:							Deposits:
Money market accounts	Money market accounts	1,016		(5,688)		(4,672)		Money market accounts	$	421	$	(1,450)	$	(1,029)
Interest-bearing demand	Interest-bearing demand	158		(228)		(70)		Interest-bearing demand	113		(332)		(219)
Savings accounts	Savings accounts	13		(32)		(19)		Savings accounts	13		(16)		(3)
Interest-bearing public funds, other than certificates of deposit	Interest-bearing public funds, other than certificates of deposit	1,277		(4,415)		(3,138)		Interest-bearing public funds, other than certificates of deposit	449		(1,076)		(627)
Certificates of deposit	Certificates of deposit	(190)		(507)		(697)		Certificates of deposit	(42)		(237)		(279)
Total interest on deposits	Total interest on deposits	2,274		(10,870)		(8,596)		Total interest on deposits	954		(3,111)		(2,157)
FHLB advances and FRB borrowings	FHLB advances and FRB borrowings	(836)		(2,935)		(3,771)		FHLB advances and FRB borrowings	(6,356)		2,199		(4,157)

Other borrowings		120		(494)		(374)
Other borrowings and interest-bearing liabilities								Other borrowings and interest-bearing liabilities	18		(131)		(113)
Interest expense	Interest expense	$	1,558	$	(14,299)	$	(12,741)	Interest expense	$	(5,384)	$	(1,043)	$	(6,427)


		June 30, 2020		Ended (1)		Re-deferral		New Deferral		September 30, 2020		% Change			December 31, 2020		Ended (1)		Re-deferral		New Deferral		March 31, 2021		% Change
		(dollars in thousands)													(dollars in thousands)
Number of deferrals	Number of deferrals	3,050		(3,006)		29		30		103		(96.6)	%	Number of deferrals	70		(60)		3		7		20		(71.4)	%
Balance of deferrals (2)	Balance of deferrals (2)	$	1,595,615	$	(1,593,498)	$	64,815	$	47,440	$	114,372	(92.8)	%	Balance of deferrals (2)	$	146,725	$	(102,905)	$	17,213	$	10,393	$	71,426	(51.3)	%