Good day and welcome to the Umpqua Holdings Corporation Third Quarter Earnings Call. Today's conference is being recorded. And now at this time, I'd like to turn the conference over to Mr. Ron Farnsworth, CFO. Please go ahead, sir.

All right, thank you, Cody. Good morning and thank you for joining us today on our third quarter 2018 earnings call. With me this morning are Cort O'Haver, the President and CEO of Umpqua Holdings Corporation; Tory Nixon, our Chief Banking Officer; Dave Shotwell, our Chief Risk Officer; and Rilla Delorier, our Chief Strategy Officer. After our prepared remarks, we will then take questions. Yesterday afternoon we issued an earnings release discussing our third quarter 2018 results. We have also prepared a slide presentation, which we will refer to during our remarks this morning. Both of these materials can be found on our Web-site at umpquabank.com, in the Investor Relations section. During today's call, we will make forward-looking statements, which are subject to risks and uncertainties and are intended to be covered by the Safe Harbor provisions of federal securities laws. For a list of factors that may cause actual results to differ materially from expectations, please refer to Page 2 of our earnings conference call presentation as well as the disclosures contained within our SEC filings. And I will now turn the call over to Cort O'Haver.

Okay, thanks, Ron. Let me start with a brief recap of our quarterly financial performance and then I will provide an update on our Umpqua Next Gen strategy. Ron will discuss the financials in more detail and then we'll take your questions. We had a great third quarter with earnings per share of $0.41. This represents a significant improvement from the prior quarter level of $0.30 and from the $0.29 we earned in the third quarter of 2017. Our strong results this quarter are a direct result of the success of the initiatives organized under Umpqua Next Gen. We are executing on the strategies we laid out for you and are now starting to reap some of the benefits. The third quarter return on average tangible common equity was 16.42% and the return on average assets was 1.36%, up significantly over prior quarter's levels and the Company's highest quarterly level of profitability in recent history. Our financial performance this quarter was achieved despite some material headwinds the industry is facing, including softer mortgage banking environment, increasing loan and deposit competition, rising deposit costs, and tighter spreads. These headwinds emphasize why our Umpqua Next Gen strategy is so crucial. Our strategy is designed to deliver better long-term financial performance and improved shareholder returns by focusing on achieving balanced growth, operational excellence, and human banking digital. As we continue to execute on key initiatives spanning across the Bank, we decrease our reliance on any one business line or revenue driver and improve our profitability while creating a highly differentiated customer experience. As you saw highlighted in our earnings materials, there are several highlights in the third quarter, including an 8% reduction in non-interest expense driven by the success of our operational excellence initiatives. This translated to a 57% quarterly efficiency ratio. Strong…

Okay, thank you, Cort. And for those on the call who want to follow along, I'll be referring to certain page numbers from our earnings presentation. Turning now to Page 6 of the slide presentation, and also of the earnings release, which contains our quarterly P&L, GAAP earnings increased $0.11 per share this quarter with a few moving parts. This increase was comprised of $0.05 per share improvement from lower operating expenses, representing some of the benefit of operational efficiency initiatives discussed in prior quarters, a $0.04 positive swing in bond premium amortization accounting, a $0.02 positive swing in the MSR valuation based on the increase in rates, and $0.01 of higher net interest income excluding the bond premium accounting impact, and a $0.01 benefit from lower exit disposal costs. Combined, these items account for a $0.13 increase in quarterly earnings, which was partially offset by $0.02 of lower mortgage revenue ex the MSR, leading to the overall $0.11 increase in earnings per share. Turning to net interest income and margin on Slide 7 and 8 and noted on Page 6 of the earnings release, net interest income increased $16.5 million or 7% from Q2. Within this, our bond interest income included a correcting adjustment for $7 million which was reflected as a reduction in Q2. This related to our movement from prospective to retrospective amortization accounting and was a net push year-to-date. Also within interest income on loans, the purchase accounting accretion declined $3 million this quarter. Excluding the bond swing and even with the lower accretion, loan and investment interest income continued to increase reflecting the most recent lift in market rates and continued growth. Our interest expense on deposits increased $4 million or 11 basis points based on continued growth and rising interest rates. Our cumulative deposit…

[Operator Instructions] We'll take our first question from Steven Alexopoulos with JP Morgan.

I wanted to start on the expense side. So, third quarter expenses came in well below the guidance which you mentioned, Ron, and mortgage explains a small portion of that, but I'm trying to understand, compared to the forecast for you guys thought we were going to come out this quarter, how do we do so much better?

I think part of that was lower exit disposal, which of course we expected that will tick back up here in Q4. One of the [indiscernible] we show on that bridge was off in the far right for other expenses. We identified $3 million specific to operational excellence savings, which is $12 million annualized. Some portion of that $4 million, and I can't tell you with certainty, is related to indirectly those savings, just lower headcount. So, that obviously explained a portion of the other delta to get under the range. But ideally, we're not trying to come in over or under any given guidance range. We're trying to give you what we expect for the coming quarter and things just came in a bit better this quarter.

Okay. And then Ron, in terms of you guys reinvesting 35% of the cost saves from the branch closures, is that happening concurrently as you realize the cost saves or is that still to come at a later date?

It's happening concurrently and there will be another additional amount related to the saves for the 2019 consolidations. There is a little bit of timing quarter before, quarter after, but it's not material.

Okay, got you. And then just I will switch to the deposit side for a minute, can you just talk about the environment for raising deposits here as you guys fund loan growth and what you need to pay to attract new deposits?

Core retail deposits, the betas are still very low. We started to see the betas pick up on higher-balance commercial but all the strategies around Next Gen are around core retail deposits, and again, those are less than 50 basis points all-in on average, assuming a mix of DDA up through CDs. The higher balance public is real similar to brokered, and that's up closer to 2 on the time side, and money market is probably in the high 1s. But again, we continue to execute on growing core retail and lower middle market and middle market commercial balances. This core operating accounts, the cost is much lower than those levels. In this past quarter we were up $400 million in I'll call it customer deposits with a 250 drop in brokered. So, I'd like to continue that trend.

So when you think about the base net interest margin, which has been pretty stable the last few quarters, do you think that's a reasonable outlook here, at least near-term? Are we holding pretty stable?

I do. Yes, I do. I think it will be in that range and we're actually pretty close to the bottom end of the higher rate range that we talked about over the three years, the 3.9% to 4%, and I think that also assumes additional rate moves, but with betas getting back to historical norms, granted we're closer today at 44% to 45%. I'd expect those betas continue to increase, but I think near-term, yes, it will be around this range. There is nothing on the horizon that I see distracting that.

Okay, terrific. Thanks for all the color.

We'll take our next question from Jeff Rulis with D.A. Davidson.

Circling back on the expense side, Ron, sticking to the guidance of 178 to 183 in Q4 with the backdrop of expecting $4 million to $5 million in Phase 1 savings to come in the quarter, does that mean it's offset, I just want to clarify, by you said some store consolidation costs would kind of offset that since you're already in that range as of Q3?

Let me clarify one thing that $4 million to $5 million is annualized, so that will be about $1 million give or take in the fourth quarter specific to procurement on top of Q3 amounts. And I do expect there will be some exit disposal costs ahead of the consolidations in Q1 related to lease exits or if we see any pricing issues on real estate sales. But again, there's chance we'll come in under, I just want to remain conservative and assume there will be another decline in home lending, but that's factored in there as well.

Okay. And then, can we confirm that the store consolidation cost saves for 2018 or just call it Q4 of 2018, is it effectively done for the year and then the next wave of store consolidation saves would be post the Q1 closures?

Correct.

Okay, fair enough. And then maybe just switching gears, a question on the credit quality side, the $10 million increase in nonaccruals, any chance that shifted from restructured, because that loan balance was down a similar amount, if not any detail on what the new nonaccruals were hit by industry?

This is Dave Shotwell, Chief Risk Officer. To answer your question, yes, that was a TDR and it was one specific credit.

Any kind of loan type with that?

It was a real estate loan associated with healthcare industry.

Great. I'll step back. Thanks.

We'll take our next question from Aaron Deer with Sandler O'Neill.

On the mortgage front, you suggested that we should expect further decline in sales volumes, which is expected. On the margins though, is there any chance we're seeing a sort of a rebound there or is that just probably going to depend on what we see in the rate environment for the quarter?

There is a good chance it will happen. But again, this past quarter the amount was less than we expected just given that more sizable drop in the lock pipeline. Early indications are positive for the first month of fourth quarter. And we're pricing the individual loans still north of 3%. So, over time that's the economic reality of the pricing, but there is a chance for it. I expect it will be right around 3%.

Okay. And then with respect to the new slide that you shared on the loan repricing, on the bucket that is adjustable rate, what's the average reset rate on those in terms of, or reset period I guess might be a better way to phrase that?

Probably in the range of three years. Generally those go from six months up to five year re-price. In any given time, you're probably somewhere in that two to three year range on average remaining.

Okay, all right. Thank you.

We'll now take the next question from Michael Young with SunTrust.

I wanted to follow-up on the mortgage business. [Wondering] [ph] if you could provide some detail on kind of the expenses associated with the business this quarter, maybe as a percentage of volume, as you have in the past, and then maybe just a little more detail on kind of timing and plans to rationalize the expense base there as volumes look to be lower going forward?

I guess first I'd say, we're down roughly $2 million in fixed cost on an annualized basis within the home lending group just based from changes we made to date. This past quarter the costs were still in that 2.5% range, so still a margin on the business, specific to the for-sale activity, definitely still profitable, very much profitable on the business on a fully allocated basis. Return on intangible was 13%. It was just down a bit lower than we expected, again given the drop in lock pipeline. So, right around 2.5% on the expense related to the volume and we've got initiatives in place to try to peel off basis points here and there around technology initiatives, which probably more between 2019 items and the near-term item.

Okay. And any outlook on, I know this question was sort of asked, but any outlook on specifically the gain on sale going into the fourth quarter or volumes and anything that would cause you all to be different from industry trends?

I wouldn't expect anything different from industry trends on volume, and I think we're shooting for that gain on sale margin right around 3%, which is where the individual loans are priced.

Okay. And one last one just on capital, you mentioned the excess capital base that you guys have now, and I know the thought has been to hold that in anticipation of future loan growth. But just given the pullback in valuations here across the group, is there any interest at all in looking to buy back shares at any point at any valuation?

No, that's a pretty short-term view. We expect that excess capital to continue to moderately decline over the coming two years. We will maintain the healthy dividend payout ratios in that 50% to 70% range. You saw us just increase the dividend. But this quarter to quarter on that front I think if I get that excess capital into the low to mid $100 million range by 2020, I'm feeling pretty good because that will incorporate [seasonal] [ph] as well.

We'll now move on to our next question from Matthew Clark with Piper Jaffray.

Matt, you there? All right, Cody, maybe take up Jackie.

We'll take our next question from Jackie Bohlen with KBW.

One little [indiscernible] accounting detail, I know this that the disclosure on accretion income changed in the quarter. Is that just purely now recording or reporting all acquired loan accretion versus just the [indiscernible] credit discount previously?

Correct.

Okay, thank you. And then speaking to the next wave of store closures, just broadly speaking, I wondered if you could provide a little bit more color on how you think about the first round versus the second round. Specifically what I'm looking for would be, my assumption, and please correct me if I'm wrong, is that some of the first closures were perhaps some of the easier decisions to make whereas this next round is a bit more challenging, so how these stores might differ in the second round from the first round? And also how you're thinking about potential performance of depositors, meaning might attrition tick up if these are not quite as easy of a close?

It's Cort. So, I would say you are essentially correct that the first round were the more obvious consolidations, ones where the locations were at a certain distance. And so, yes, that is true. Going back to a year ago, we did find or track, if you will, the 100 stores that we thought we need to consider. So, yes, you are right, the first 30, actually 32 or 37 that we've identified, were probably the easier ones. The next wave which we are making decision on right now, in some cases when we identified those a year ago, are performing better than they were a year ago, a lot to do with Brian Read, head of our retail environment and his what we are calling seek-and-solve training, which is additional training to our associates about how they find opportunities to provide products and services. So, we are looking at re-evaluating all of that next 30. So we've identified 20 to 25. And we take them on a case-by-case basis. So we look at, like we indicated, the communities we serve, the opportunities of growth, population growth, deposit growth, market share, all of those attributes are things we look at when we make that final determination. But I will tell you what has changed in the last year is some of the performance in our stores has gotten considerably better, once again primarily because of the executives in charge of the retail environment, and we take these decisions very seriously, which you've all asked me before, we don't take this lightly. We also are very aware of the fact we need continual funding to drive the loan growth that Tory Nixon is developing in our commercial and other sides of the Bank. So, hopefully I'm answering your question. A little more difficult than it was the first time, but we've got them on the radar.

And is there any noticeable difference and quantifiable noticeable difference between these stores and other stores about maybe common characteristics or anything?

Not really. I mean, going back to your question, the first 30 were – seriously, we had some that were within quarter of a mile or a couple of hundred feet of other ones. That was obvious. These locations in some cases still are what we consider a drivable distance in order to serve a community. So, no, I mean they are spread out in metro and non-metro markets. They are in four of our – they are in five of our states, [indiscernible] all across the footprint. So, no, there is not one particular characteristic that's demonstrably different in this way than there is in the other one.

Okay. And I guess are there items that you've learned and information you've gathered from the first round of closures that you can apply to the second round to combat any potential attrition?

I think we did a great job in the first wave of reaching out to customers in our stores, letting them know what was going on, providing product solutions. We've also got Go-To which we rolled out three weeks ago, which we're having great success in 60 of our locations, which we did not have a year ago. And that is another driver of why we're looking at these stores. We can use this application, and I know I've talked to a lot of you when we went out on the road about this and I've actually shown it to you, it really is a banker on your phone. You can do everything on this device, on your digital mobile device that you can do at a store with the exception of getting cash. So that is a [indiscernible] behind in a community where we're maybe actually relocating the store, say it's 5 to 10 miles away, whatever the distance is, but we've got a product solution for a customer. So, we didn't have that. So, it will be quite honestly for me interesting to see, because we didn't have any attrition in the first 30, maybe we do better than we are forecasting. So, we've got a completely different opportunity here with the training we provided and application, and then the great success we had with what we did with customers prior to the training and the Go-To application.

Okay, thank you. That's great background. And I just have one last clarification question. The $10.8 million in savings that's been realized from the store closures, is that net or gross of the 35% reinvestment?

It's probably about half of that reinvestment reflected in the retail. The other half was reflected in the other ones that is realized today.

Okay, so when looking at future expected cost savings, I can take the 26 million less the 10.8 million?

For additional saves, correct. The [indiscernible] additional store consolidations in the future, yes.

We'll try again from Matthew Clark with Piper Jaffray.

Your deposit growth seasonally strong this quarter, I think it tends to be seasonally stronger in the second half relative to the first half. I guess how much of this brokered CD decline you think is somewhat permanent versus kind of re-upping in the first half of next year?

[Indiscernible] because that is something we use as a [indiscernible] based on just timing for loan deposit flows. At this point, we're not planning on replacing those. We'll have additional brokered CDs maturing over the coming year that ideally we're going to replace with customer deposit growth, and if that doesn't occur, then that means customer deposit growth was lagging our plans over the year. So, my suggestion is to continue to wind that down over the coming two years.

Okay. And then on the loan growth guidance being somewhat similar to the first three quarters, the pace of growth has slowed year-over-year, call it, 9, 8, 7.5, 6. Should we assume coming average of the first three or kind of annualized the first nine months, maybe at 6% or so, but is that how you're thinking about the fourth quarter?

This is Tory Nixon. I think that's fairly accurate. I kind of think of Q3 as there were some business that kind of moved from Q3 to Q4, kind of a natural evolution of this business, and I tend to think of the loan production and the growth through the pipeline, and our pipeline is pretty robust. It grew a couple of hundred million dollars in Q over the quarter in commercial and corporate banking. So, the outlook I think is still good and strong for us.

And then as it relates to that, are there any sub-segments that you all are tapping the brakes on? It sounds like speaking to the commercial real estate pipeline being robust, but kind of obviously valuations are high and just curious about your thoughts on kind of some of the sub-segments of the business.

No, I think that – consistent to how this Bank has operated for a long time is a very strict and conservative credit culture and that's not changing, and we're looking for a balanced production and balanced growth across the C&I world and the real estate world including multifamily. So, we're looking at business that makes sense to us from a credit culture standpoint. We're being very restricted on the price that we will demand from the marketplace and choosing what makes sense for us and what doesn't. So, that will continue.

Okay. And then just want to clarify, the $3 million to $4 million of restructuring costs that you expect in the fourth quarter, Ron, what about disposal costs? Are they embedded in that number or is there some additional amount on top of that?

[Indiscernible] I expect it to be a bit more than what we had here this past first quarter. You can probably look [indiscernible] for last year to get a proxy.

Okay, great.

We'll take our next question from Brian [indiscernible] with [indiscernible] Group.

Question on following up on loan growth side, how are paydowns this quarter and how they compare to say second quarter?

Brian, it's Tory again. Paydowns are actually fairly close to Q2 and up slightly more to Q1, but nothing really significant.

Okay. And then on the construction side, you had a nice quarter of growth there. Was that line utilizations, was it kind of outsized or how you think about construction going forward?

Actually the line utilization is around 50% for us. So, that stayed stable kind of over the last several quarters. The construction can be advanced – advances in construction has been a nice tailwind for us. We've seen that in the business that we've done. It's just kind of we're continuing to advance the construction balances. So, that's kind of where that sits for us.

We'll now take our next question from David Chiaverini with Wedbush Securities.

So I may have missed that earlier on the call but did you provide a near-term NIM outlook? I think last quarter you had said plus or minus 5 basis points. I was curious if there is something in updated outlook that you provided.

No, the NIM – again, when I talked about a bit earlier in the call was ex the discount accretion which we laid out on Slide 8 of the deck. So we expect it to be around this range here in near term, in that kind of 3.85 to 3.9 range.

Got it. My other questions were answered. Thank you.

We'll now take a follow-up from Matthew Clark with Piper Jaffray.

I think you mentioned also that you exited a couple of shared national credits. Just want to get an update on how large that portfolio is and what percent of that portfolio are you the lead agent on?

It's Tory again. Our total commitments in the SNC portfolio is about 1.2 billion, outstandings are 765, and as I think Cort mentioned in his remarks, we consciously exited to participations because of very thin price and no deposit or any ancillary fee business with it, so made decision that we would invest our capital elsewhere. We're agent in like I think three of them, 300.

We'll hear now from Jared Shaw with Wells Fargo.

This is actually [indiscernible] filling in for Jared. Just a broad question on the mortgage banking space, clearly it looks like the industry is pivoting towards more of a slower growth time. Just as you're looking at this transition, kind of what's being done internally to position the Bank and how are you thinking about this business if the trends are long and more so sustained?

This is Ron, and again, mortgage is very much a core product on the consumer side, still very profitable for us. I think looking back at the last 10 to 15 years, I've seen three to four of these slowdowns and now on the backend of a couple of quarter shakeout we're always in a much better place to execute and show positive results. So, the actions we've taken have been around reducing what we can fixed costs. The variable costs will follow with the volume, albeit somewhat on a lagged basis. But on the fixed cost, we're continuing to look to getting efficient there and add other technology solutions, but no plans for drastic changes in the business, still very profitable, and again, it is a three-legged type business between interest income, the production, and the servicing. So, that's a nice [indiscernible] stream and no significant changes planned other than just nipping and tucking around the edges.

And that does conclude today's question-and-answer session. I'd like to turn the conference back over to management for any additional or closing remarks.

All right, I'm going to thank you for your interest in Umpqua Holdings and your attending for the call today. This will conclude the call. Goodbye.

Thank you. That does conclude today's conference. Thank you all for your participation.