West Coast Bancorp 8K Columbia Banking System and West Coast Bancorp Agree to Merge | SEC 26 Sep 12

Creating the Premier Pacific Northwest

Community Banking Franchise

Investor Presentation

September 26, 2012

Exhibit 99.2

Cautionary Note: Forward Looking Statements

This presentation includes forward-looking statements within the meaning of the Private Securities Litigation

Reform Act of 1995. Such statements relate to future events and expectations and involve known and unknown

risks and uncertainties. Actual results may differ materially from those currently expected or projected in these

forward-looking statements. These forward-looking statements are based on current expectations and

assumptions, and we assume no obligation to update these forward-looking statements. Investors are cautioned

not to place undue reliance on these forward-looking statements. For risks relating to these forward-looking

statements

and

factors

that

could

cause

actual

results

differ

materially

from

those

anticipated,

please

review

Columbia’s latest Annual Report on Form 10-K and Quarterly Reports on Form 10-Q (including the “Risk

Factors”,

“Business”

and

“Management’s

Discussion

and

Analysis”

sections

therein)

and

other

filings

with

the

Securities and Exchange Commission.

Such forward-looking statements include, but are not limited to, statements about the benefits of the business

combination transaction involving Columbia and West Coast, including future financial and operating results, the

combined company��s plans, objectives, expectations and intentions and other statements that are not historical

facts. The following factors, among others, could cause actual results to differ from those set forth in the

forward-looking

statements:

(i)

the

possibility

that

the

merger

does

not

when

expected

all

because

required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied

on a timely basis or at all; (ii) changes in Columbia’s stock price before closing, including as a result of the

financial performance of West Coast prior to closing, or more generally due to broader stock market

movements, and the performance of financial companies and peer group companies, (iii) the risk that the

benefits from the transaction may not be fully realized or may take longer to realize than expected, including as

a result of changes in general economic and market conditions, interest and exchange rates, monetary policy,

laws and regulations and their enforcement, and the degree of competition in the geographic and business

areas in which Columbia and West Coast operates; (iv) the ability to promptly and effectively integrate the

businesses

Columbia

and

West

Coast;

(v)

the

reaction

the

transaction

the

companies’

customers,

employees and counterparties; and (vi) diversion of management time on merger-related issues.

Annualized, pro forma, projected and estimated numbers and percentages are used for illustrative purposes

only, are not forecasts and may not reflect actual results.

Creates the Premier Pacific Northwest Community Banking Franchise

#1 community bank in Washington and Oregon

(1)

Significantly increases Oregon deposit market share; especially

within the Portland MSA

Enhances Washington deposit market share; adds significantly to

presence in the Olympia MSA

Adds over 50 branches primarily along the I-5 corridor from

Seattle to Eugene

Effective use of capital, enhancing both profitability and shareholder

value

Culturally compatible banks with similar strong core deposit bases

Enhances breadth of banking products for all customers and

augments fee income generation

Transaction Highlights

Transaction

Rationale

Attractive

Financial

Returns

20% of 2013e EPS accretion

33% of 2014e EPS accretion

> 15%

IRR

(1)

Based on 6/30/2011 deposit market share data per FDIC S.O.D.

Transaction Value

(1)

$505.9 million

Price per Share

(1)

$23.10 / 14.5%

premium to WCBO closing price

(2)

Consideration Mix

48% stock / 52% cash

(1)

12,809,525 in fixed shares of COLB

$264.5 million in cash

Board Seat

One current independent member from WCBO

Due Diligence

Completed; including an extensive loan review

Termination Fee

$20.0 million for superior offer

Walk-Aways

Double trigger: COLB stock declining 17.5% relative to the KBW Regional Banking Index

Required Approval

Customary regulatory and shareholder approvals

Targeted Closing

Within 6 months

Transaction Overview

(1)

Based on COLB’s stock price as of 9/25/2012 and WCBO’s fully diluted share count of 21.9 million. Transaction value, price per share, and consideration

mix % will change based on the fluctuation in COLB’s stock price. Please see Appendix.

(2)

Based on WCBO’s stock price as of 9/25/2012.

NPAs / Loans & REO (%) -

left axis

NCOs / Avg Loans (%) -

right axis

Core ROAA (%)(4)

Overview of West Coast Bancorp

(1)

(NASDAQ: WCBO)

Overview

Balance Sheet & Capital

Asset Quality

Performance (2Q 2012)

Headquarters:

Lake Oswego, OR

Established (BHC / Bank):

1982 / 1925

Assets ($Millions):

$2,408

Deposits ($Millions):

$1,877

Gross Loans ($Millions):

$1,496

Loans / Deposits:

79.7%

Securities / Assets:

30.0%

DDAs / Deposits

(2)

33.2%

TCE / TA

(3)

13.62%

Tier 1 Leverage Ratio:

15.55%

NPAs / Assets:

3.05%

NPAs

(Loans

OREO):

Reserves / Loans:

2.22%

NCOs / Avg. Loans:

0.07%

ROAA:

1.01%

ROAE:

7.50%

Net Interest Margin:

3.93%

Noninterest Income / Avg. Assets:

1.42%

Cost of Deposits:

0.09%

Efficiency Ratio:

70.9%

Reduction of NPAs

Profitability Improvement

(1)

U.S. GAAP financial data as of and for the quarter ended 6/30/2012.

(2)

Calculated

using

average

balances

per

WCBO’s

quarter

earnings

release.

(3)

Assumes the conversion of preferred shares into common.

(4)

Core ROAA in 2011 Q3 and 2011 Q4 was normalized for FHLB prepayment penalties, DTA reversals, and branch closures. All periods were taxed at a 35% rate.

Note: NPAs include performing TDRs.

Source: WCBO Filings and SNL Financial.

4.82%

Largest Community Bank in the Pacific Northwest

WCBO (58 branches)

COLB (101 branches)

(1)

Pro forma excludes purchase accounting marks.

Source: Company Filings, SNL Financial and Microsoft MapPoint.

Puget Sound

Portland

COLB

WCBO

Pro Forma

(1)

($Millions)

Assets:

4,789

2,408

7,198

Gross Loans:

2,934

1,496

4,430

Deposits:

3,831

1,877

5,708

Deposit Franchise Expansion

Elevates

COLB

ranked

community

bank

(1)

Oregon

and

solidifies

COLB’s

already

strong

position

Washington

Washington State

Oregon State

2011

Rank

Institution (ST)

Branches

2011

Deposits

($000s)

2011

Market

(%)

Bank of America Corp. (NC)

221

23,755,153

21.74

Wells Fargo & Co. (CA)

156

11,354,756

10.39

U.S. Bancorp (MN)

188

10,632,752

9.73

JPMorgan Chase & Co. (NY)

209

9,461,001

8.66

KeyCorp (OH)

167

8,130,850

7.44

Washington Federal Inc. (WA)

4,382,831

4.01

Sterling Financial Corp. (WA)

3,896,409

3.57

Pro Forma Company

3,713,705

3.40

Columbia Banking System Inc. (WA)

3,360,889

3.08

W.T.B. Financial Corp. (WA)

2,735,229

2.50

Banner Corp. (WA)

2,713,231

2.48

Mitsubishi UFJ Finl Grp Inc

2,102,838

1.92

Washington Banking Co. (WA)

1,487,923

1.36

HomeStreet Inc. (WA)

1,411,823

1.29

Yakima FS&LA (WA)

1,348,792

1.23

SKBHC Holdings LLC (WA)

1,249,545

1.14

Heritage Financial Corp. (WA)

1,111,957

1.02

Peoples Bancorp (WA)

1,069,851

0.98

Opus Bank (CA)

1,057,712

0.97

Umpqua Holdings Corp. (OR)

1,047,344

0.96

Cashmere Valley Financial Corp (WA)

1,010,282

0.92

West Coast Bancorp (OR)

352,816

0.32

Other institutions in market (77)

341

15,588,235

14.29

Total For Institutions In Market

1,882

109,262,219

100.00

2011

Rank

Institution (ST)

Branches

2011

Deposits

($000s)

2011

Market

(%)

U.S. Bancorp (MN)

196

10,875,875

19.08

Bank of America Corp. (NC)

9,315,139

16.34

Wells Fargo & Co. (CA)

125

8,826,005

15.48

Umpqua Holdings Corp. (OR)

4,653,693

8.16

JPMorgan Chase & Co. (NY)

115

4,083,463

7.16

KeyCorp (OH)

3,348,734

5.88

Pro Forma Company

2,325,902

4.08

Washington Federal Inc. (WA)

2,055,779

3.61

Sterling Financial Corp. (WA)

1,802,392

3.16

West Coast Bancorp (OR)

1,588,541

2.79

BNP Paribas

1,080,989

1.90

Cascade Bancorp (OR)

852,792

1.50

Pacific Continental Corp. (OR)

773,262

1.36

Columbia Banking System Inc. (WA)

737,361

1.29

Home Federal Bancorp (ID)

609,101

1.07

Banner Corp. (WA)

591,518

1.04

PremierWest Bancorp (OR)

508,526

0.89

Citizens Bancorp (OR)

340,504

0.60

Evergreen FS&LA (OR)

304,065

0.53

Community Bancshares Inc. (OR)

296,450

0.52

Mitsubishi UFJ Finl Grp Inc

287,388

0.50

Other institutions in market (37)

107

4,065,813

7.13

Total For Institutions In Market

1,121

56,997,390

100.00

(1)

Based on 6/30/2011 deposit market share data per FDIC S.O.D.

Source: Most recent available FDIC S.O.D. as of 6/30/2011.

Conservative Cost Savings

Cost savings of ~25% of West Coast’s noninterest expense

8-10 branch consolidations assumed

Expense Items

Approximate Value

in Millions

Compensation & benefits

$10.6

Occupancy & equipment

$4.0

Marketing & promotion

$0.4

Professional fees

$1.3

Technology & communications

$1.2

Other

$3.4

TOTAL

$20.9

Source: COLB management team.

Credit Due Diligence and Fair Value Marks

Estimated credit mark of $73.5 million or ~5.0% of loans

Comprehensive credit review covering ~65% of loans and 100% of OREO

Analyzed credit files, underwriting methodology, and policy and portfolio management

processes

Reviewed approximately 650 loans and 100% of OREO properties

Estimated OREO markdown of $5.0 million

Estimated Investment Securities markdown of $3.0 million

Estimated Core Deposit Intangible equaling 1.0% of West Coast’s core deposits

(1)

Summary of Other Estimated Fair Value Adjustments

(1)

Core

deposits

equal

all

deposits

less

CDs

$100k.

Source: Company management and 3rd party loan review.

Pro Forma Loan & Deposit Composition (6/30/2012)

Notes: Includes HFI loans. All figures in $ thousands.

Source: U.S. GAAP data per company filings.

COLB

WCBO

Pro Forma

COLB

WCBO

Pro Forma

Pro Forma Financial Impact

Consideration:

12,809,525

in fixed shares of COLB

$264.5

million in fixed cash

Earnings Estimates

(1)

2013e of $1.25 and 2014e of $1.32 for COLB

2013e of $1.17 and 2014e of $1.29 for WCBO

Cost Savings:

Approximately $21 million or 25%

Phased-in 50%

in 2013 and 100% in 2014

Deal Related Expenses:

Approximately $30

million, pre-tax

Assumed Credit Mark:

5.0%

of WCBO's gross loans

(2)

Credit mark less LLR is accreted back into interest income

(3)

Revenue Enhancements:

None assumed

Core Deposit Intangible:

1.0% of WCBO's core deposits

Amortized on a Sum of the Years Digits basis over 10 years

Targeted Closing:

Within 6 months

(1)

Mean Street Consensus Estimates from Thomson Financial, as of 9/25/2012. WCBO’s 2014e is based on a 10% long-term growth rate.

(2)

Company

management

per

party

loan

review.

(3)

Accretion was recognized over a 5 year period with a 50% recapture rate.

Transaction Assumptions

Pro Forma Financial Impact

Capital Ratios

2013e EPS Accretion

(1)

20%

2014e EPS Accretion

(2)

33%

IRR

(3)

> 15%

Tangible Book Value Earnback Period

(4)

~7 years, using incremental earnings

COLB

WCBO

PRO FORMA

TCE / TA:

13.43%

12.74%

9.35%

Leverage Ratio:

12.88%

15.55%

9.31%

Tier 1 Common Ratio:

19.51%

16.37%

12.37%

Tier 1 Ratio:

19.51%

20.33%

13.43%

Total Risk-based Capital Ratio:

20.78%

21.50%

14.66%

(1)

Based on mean street consensus estimates of $1.25 / share for COLB and $1.17 / share for WCBO from Thomson Financial, as of 9/25/2012.

(2)

Based on mean street consensus estimates of $1.32 / share for COLB from Thomson Financial as of 9/25/2012 and $1.29 / share for WCBO, grown using the mean

street long term earnings growth rate from Thomson Financial as of 9/25/2012 of 10% from 2013e EPS.

(3)

Forward projections based on mean street analyst Long Term Growth Rate of 10%. Realized cost savings of 50% in 2013 and 100% in 2014, and grown at a 5% rate

thereafter.

(4)

Incremental Tangible Book Value Earnback represents the number of years to eliminate tangible book value dilution at closing utilizing incremental earnings created in

the merger including earnings from WCBO, cost savings and purchase accounting adjustments.

Note: Pro forma capital ratios are calculated as of 6/30/2012.

Source: SNL Financial and KBW IBD.

Attractive Investment Opportunity

Creates the Premier Pacific Northwest Community Banking Franchise

Culturally compatible banks with similar strong core deposit bases

Enhances breadth of banking products for all customers and

augments fee income generation

Attractive Investment Opportunity

Increases visibility in the Portland MSA and enhances presence in

the Pacific Northwest

Pacific

Northwest

considered

one

U.S.

“regions

watch”

for

brightest economic future.

(1)

Highly accretive to earnings with conservative cost save assumptions

Efficient Use of Capital with combined capital ratios in excess of well-

capitalized guidelines

Strong IRR of > 15%

(1)

Source:

“The

U.S.

Economy:

Regions

Watch

2012”

per

www.forbes.com,

published

1/4/2012.

Leading

Community

Bank in the

Pacific

Northwest

Financially

Attractive

Augments

Presence in

Key Markets

Appendix: Merger Consideration

Merger Consideration

Defined Terms in the Merger Agreement

Purchaser

Total

Per

Avg Closing

Stock

Cash

Aggregate

Exchange

Cash

Stock

Price

Consideration

Amount

Consideration

Ratio

Percentage

$17.00

$217.8

$264.5

$482.2

$22.07

1.2982

54.8%

45.2%

$17.25

$221.0

$264.5

$485.4

$22.21

1.2875

54.5%

45.5%

$17.50

$224.2

$264.5

$488.6

$22.35

1.2771

54.1%

45.9%

$17.75

$227.4

$264.5

$491.8

$22.49

1.2669

53.8%

46.2%

$18.00

$230.6

$264.5

$495.0

$22.63

1.2571

53.4%

46.6%

$18.25

$233.8

$264.5

$498.2

$22.77

1.2475

53.1%

46.9%

$18.50

$237.0

$264.5

$501.4

$22.91

1.2382

52.7%

47.3%

$18.75

$240.2

$264.5

$504.6

$23.05

1.2291

52.4%

47.6%

As of 9/25/12

$18.85

$241.5

$264.5

$505.9

$23.10

1.2255

52.3%

47.7%

$19.00

$243.4

$264.5

$507.8

$23.18

1.2203

52.1%

47.9%

$19.25

$246.6

$264.5

$511.1

$23.32

1.2116

51.7%

48.3%

$19.50

$249.8

$264.5

$514.3

$23.46

1.2033

51.4%

48.6%

$19.75

$253.0

$264.5

$517.5

$23.60

1.1951

51.1%

48.9%

$20.00

$256.2

$264.5

$520.7

$23.74

1.1871

50.8%

49.2%

$20.25

$259.4

$264.5

$523.9

$23.88

1.1794

50.5%

49.5%

$20.50

$262.6

$264.5

$527.1

$24.02

1.1718

50.2%

49.8%

$20.75

$265.8

$264.5

$530.3

$24.16

1.1644

49.9%

50.1%

$21.00

$269.0

$264.5

$533.5

$24.30

1.1571

49.6%

50.4%

Additional Information

In connection with the proposed transaction, Columbia will file with the U.S. Securities and Exchange

Commission (the “SEC”) a Registration Statement on Form S-4 that will include a Joint Proxy Statement of

Columbia

and

West

Coast

and

Prospectus

Columbia,

well

other

relevant

documents

concerning

the

proposed transaction. Shareholders of Columbia and West Coast are urged to read the Registration Statement

and the Joint Proxy Statement/Prospectus regarding the transaction when it becomes available and any other

relevant

documents

filed

with

the

SEC,

well

any

amendments

supplements

those

documents,

because

they

will

contain

important

information.

The

Joint

Proxy

Statement/Prospectus

and

other

relevant

materials

(when

they

become

available)

filed

with

the

SEC

may

obtained

free

charge

the

SEC’s

Website at http://www.sec.gov. Shareholders are urged to read the Joint Proxy Statement and the other

relevant materials before voting on the transaction.

Investors will also be able to obtain these documents, free of charge, from Columbia at www.columbiabank.com

under

the

tab

“About

Us”

and

then

under

the

heading

“Investor

Relations”

from

West

Coast

accessing

West

Coast’s

website

www.wcb.com

under

the

heading

“Investor

Relations.”

Copies

can

also

obtained,

free of charge, by directing a written request to Columbia Banking System, Inc., Attention: Corporate Secretary,

1301 A Street, Suite 800, Tacoma, Washington 98402 or to West Coast Bancorp, 5335 Meadows Road, Suite

201, Lake Oswego, Oregon 97035.

Columbia and West Coast and certain of their directors and executive officers may be deemed to be

participants in the solicitation of proxies from the shareholders of Columbia and West Coast in connection with

the merger. Information about the directors and executive officers of Columbia and their ownership of Columbia

common stock is set forth in the proxy statement for Columbia’s 2012 annual meeting of shareholders, as filed

with the SEC on a Schedule 14A on March 22, 2012. Information about the directors and executive officers of

West

Coast

and

their

ownership

West

Coast

common

stock

set

forth

the

proxy

statement

for

West

Coast’s 2012 annual meeting of shareholders, as filed with the SEC on a Schedule 14A on March 13, 2012.

Additional information regarding the interests of those participants and other persons who may be deemed

participants in the transaction may be obtained by reading the Joint Proxy Statement regarding the merger

when it becomes available. Free copies of this document may be obtained as described in the preceding

paragraph.

1301 A Street

Tacoma, Washington 98402

Melanie J. Dressel

President & Chief Executive Officer

253-305-1911;

mdressel@columbiabank.com

Clint E. Stein

EVP & Chief Financial Officer

253-593-8304;

cstein@columbiabank.com

West Coast Bancorp Inactive 8-KColumbia Banking System and West Coast Bancorp Agree to Merge