Good day, everyone and welcome to the Umpqua Holdings Corporation Third Quarter 2019 Earnings Call. Today's call is being recorded. And at this time, I would like to turn the conference over to Mr. Ron Farnsworth, Chief Financial Officer. Please go ahead, sir.

Thank you, Lisa. Good morning and thank you for joining us today on our third quarter 2019 earnings call. With me this morning are Cort O'Haver, the President and CEO of Umpqua Holdings Corporation; Tory Nixon, our Chief Banking Officer; Rilla Delorier, our Chief Strategy Officer, Dave Shotwell, our Chief Risk Officer; and Frank Namdar, our Chief Credit Officer. After our prepared remarks, we will then take questions. Yesterday afternoon, we issued an earnings release discussing our third quarter 2019 results. We’ve also prepared a slide presentation, which we will refer to during our remarks this morning. Both of these materials can be found on our website 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 Law. For a list of factors that may cause actual results to differ materially from expectations, please refer to page two 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.

Thank you, Ron. Let me begin by providing a brief recap of our quarterly financial performance, and then, I'll provide an update on Umpqua Next Gen. Ron will discuss the financials in more detail. And then, we'll take your questions. Our Q3 2019 financial performance resulted in earnings per share of $0.38. This is down from the $0.51, we earned in the prior quarter and the $0.41 reported in the third quarter of 2018. The change from last quarter is primarily as a result of a one-time $75.4 million net gain that was attributable to the sale of our Visa Class B stock and high premium debt securities that occurred in Q2. This quarter’s financial results include a $4.2 million positive adjustment related to the fair value change of our MSR asset. This includes a positive $7.8 million adjustment related to the fair value of mortgage servicing rights held for sale at the end of the quarter. We will continue to execute initiatives as mentioned previously to reduce the volatility of the MSR asset. I’m pleased to report that we generated strong balance sheet growth for the third quarter. Deposit growth of $615 million represents a very robust annualized growth rate of 11.3%. In addition, the healthy increase of $352 million in non-interest bearing demand balances that we recorded in the quarter represents an annualized growth rate of 21%. We’ve made deposit growth initiatives a top priority and these strong early results demonstrate the success of those efforts. In addition, we also generated strong loan and lease growth of $567 million which represents an annualized growth rate of 10.8%. Our commercial real estate, residential real estate groups aided by a lower interest rates and typical seasonality had strong quarters of quality growth. Our corporate banking group grew a $150 million…

Thank you, Cort and for those on the call I want to follow along, I will be referring to certain page numbers from our earnings presentation. Turning to page six of the release or slide presentation which continues our quarterly P&L. GAAP earnings per share were $0.38 this quarter compared to $0.51 in the second quarter and $0.41 in the same quarter year ago. Notable items impacting the earnings this quarter were the small positive change in fair value on the MSR asset impacted in part by gain on the portions sold two weeks ago, along with the fair value loss on the SWAP derivative as interest rate declines this quarter and $2 million of excess disposal cost for recent storage consolidation. Ex these items adjusted earnings were $0.39 per share. Turning to net interest income on slide 7, net interest incoming increased 1% from Q2 driven by combination of strong loan growth and lower premium amortization in the bond book offset by the two fed funds rate declines this past quarter. This kind of accretion on acquired loans remain flat at $5 million this quarter and is expected to decline modestly over the coming quarters. For the tax loan investment income line item, premium amortization on MBS and CMOS was $6.6 million; a couple of million higher than expected due to the drop in long term yields this quarter resulted in a higher prepayment speeds on the underlying investments. This is a retrospective adjustment and was about $2 million higher than we would expect moving forward assuming no further change in prepayment speeds. Our interest expense increased slightly based on continued average balance growth and competition for funding. Recall in the past, we stated an expectation for one to two quarter lag before seeing a drop in interest expense…

Thank you. [Operator Instructions] We'll take our first question from Jeff Rulis. Please go ahead.

So on the expense front, I just wanted to confirm that with Phase 1 complete, are there I guess Q4 are there any Phase 2 savings still to come this year? You itemize the six to ten next year but are we relatively flat on savings for the rest of the year?

There will be a small amount in Q4 for the Phase 2 component, but the vast majority will be in the 2021 run rate.

And a comfortable, I guess of a base expense level for this quarter it could be just some of the re-class and disposal costs knowing that the mortgage side is going to be variable?

Yes that'd be around $179 million ballpark ex the re-class and the excess over cost and I expect that number will drop in Q4 partially due to the lower seasonal holding activity. We typically see in Q4 partly due to some of the Phase 2 components you talked about earlier, so should be less than 179. You can probably look back at the last handful Q4 to get a sense of the home lending delta.

Got you. And then the net charge offs that increase was it any one category or any trends that you drew from that number?

Jeff this is Frank Namdar, no that was really centered in one $3.6 million charge off that was centered in the CNI space on a credit that we had been working out of which is now completely gone.

Got you.

We still view the trends as quite positive.

It maybe a little lumpy this quarter but and Frank on the provisioning levels, you anticipate any given the Cecil impact at least preliminarily thoughts on provisioning in the next year?

This is Ron. I will say in terms of, obviously Cecil is going to change the game when it comes to economic forecast and so you could see provision spike assuming an economic forecast. The bank makes, includes any kind of a downturn well ahead of charge-offs coming to fruition. So absent that I would expect it to be consistent with wave. We have seen quarterly basis you're just going to have this more acceleration in a downturn and also more of a credit and recovery on the front end. Very difficult to say today it's going to be 18 or 22, all else being equal, it should be in this range but again it's going to be predicated upon individual banks view of the economic outlook over the coming year.

Thanks. I'll step back.

You bet, thanks.

Our next question comes from Matthew Clark. Please go ahead.

Good morning.

Morning.

For the Phase 3 expenses, sounds like we'll get more color in January but any sense for whether or not that may begin next year or will it be more of a 2021 event?

Matt, it's Cort. So we're working on that right now as we speak and we'll provide that guidance and transparency in January. Let me just say we're working on it real hard right now and obviously we'd like to execute on some of that in 2019 here before we get into the first of the year, but we'll give you more clarity in January. So I'm not exactly giving you the answer you want, but I want you to know we're working on it.

And then just on the $179 million clean run rate to consider for the fourth quarter, is that include any disposal costs or any other charges or is that all in?

That should be all in actually it should be lower than that just given the seasonal decline in home lending activity. But we don't expect any significant excess cost in Q4.

And then just last one for me on the bump up in classified, the 8 basis points I know it's still a relatively low level but just wanted to get a sense for what drew that migration?

Hi this is Frank Namdar again, migration is really driven by the AG space. So the AG space has been really hit with the tariff situation, commodity prices being quite low and also labor and really the increase is centered in that. Again I view the trends is really pretty positive. I mean, if you look back, I mean into 2017 let's not forget our classified numbers were at $345 million versus the $217 that we see today. So I think we made, we're making pretty good progress and I view that as being pretty stable still going forward.

Great, thank you.

[Operator Instructions] We'll take our next question from [Tyler Stafford]. Please go ahead.

Good morning guys. I just wanted to also start on expenses and maybe I missed this in the opening remarks Cort, but are you guys planning to close that last final round of branch closures in 2020 or is that off the table now?

So like I said in the opening remarks, first of all we constantly review the performance of our stores. I tell you since we made the announcement of doing 30% or 100 I don't know what the exact number was in 2017, obviously and the need for low-cost funding is greater than it was and as interest rates have risen and we've seen greater performance out of our stores. We are a lot more picky in particular about what stores we consolidate. So to answer your question we're a hold through the balance of this year in 65 or 67 since we made the announcement and will evaluate any other consolidations and closures into 2020. I would bet you'd see us do some additional store consolidations in 2020, but we're not planning on doing in the next 90 days.

Thanks for clearing that up. On the MSR sales, how much expense saves do you expect to realize from this first tranche of sales and then the potential second?

Again the driver that was to shift the capital allocated into more relationship business but there will be some expense reductions mostly variable costs related to the system processing. I'd say that'd be less than a million dollars on a quarterly basis.

Got it. So the Phase 3 wouldn't include anything related to the MSR exit on expense sise?

No, it would not.

Maybe just some simplistically on the loan yield side, I guess I was surprised the magnitude of the loan yield compression just given that the variable rate loans are just 28% or 29% or so, was there anything unique about that level of compression this quarter prepay fees, etcetera that we should think about going forward that was a little bit more unique?

Good question and again discount accretion was relatively flat. It was nothing significant on the fee income side driving that I mean maybe half a bit to a bit, but nothing outside beyond that point I think what it reflects that was just rapid decline in LIBOR and the prime based stuff through the quarter. And keep in mind too, there is also the adjustable rate loans that aren't fully floating but have adjust periods that during this quarter would have been impacted along with, new production would come on at lower yields compared to two three quarters ago.

And then just lastly from me. I appreciate the details on the Cecil methodology and specifically around the fin pact portfolio. I'm just curious if you guys would expect to slow down the growth rate of that or alter pricing at all just given a more punitive reserving nature of that portfolio? Thanks.

Not at all. Just a great return on allocated capital 10% plus overall portfolio yield, I think what this reflect, the economic reality hasn't changed where we account for it so we'll have some capital allocation for the reserve and that will be a non-event, specific to that portfolio. Does that cover your question Tyler?

No I did thanks. Thanks for that. There was just the foot note on that slide 17, I said possible changes to pricing. So I didn't know if that was just a general statement or if that was specific to the fin pack portfolio given the increase there.

It is a general statement around the portfolio in total and/or the industry as we see potential pricing changes will obviously reflect it. Certain categories or products alongside and the marketplace could change just given the nature as you could also see much shortening terms based off the accounting methodology but I don't think everything has been hard and fast in the market yet. I'm expecting we won't see any movement on that trend until early 2020.

Understood, thanks so much guys.

Thanks.

We'll take our next question from [Jackie Bowen]. Please go ahead.

Good morning. I just wanted to clarify the expense base that you discussed for the 3% to 5% that you're looking into savings on for Phase 3, should we look at that as a general 179 or is that something that would include the reduction from Phase 2?

I would factor in the 179 well it's a lot of moving part. So you get the 179 core number in Q3 which seasonally is higher given the higher mortgage volume it'll drop off in Q4. I will expect to see the same seasonal play in that over the course of 2020 by quarter. The Phase 2 would be taken off of that and then this 3% to 5% we're talking about is on top of all that and basically we're looking at that as how do you manage the bank in a lower interest rate environment and it's going to be continue to manage your operating costs and your cost of funding and shortened duration. So we are not hoping for the best on that front we're going to make sure we plan for the potential of a lower rate environment so we can do what we can to help improve earning and provide a good return to shareholders.

So this, the Phase 3 is that in part driven by the environment that we operate within or is that something where if we were still in a higher rate environment you would have naturally progress at that level?

Jackie, its Cort. So it's both. Like Ron just said in this low rate environment obviously we have to be very strict about how we manage our associated costs and he just nailed it right are not sparing deposit growth and all the success we've shown this year we're and continue those efforts as it does lower our borrowing cost, managing our fixed costs. We have opportunity let's just be honest we do have opportunity to manage down our fixed costs and that will be a part of the Phase 3 initiatives that someone just asked me. So I'll go to another component, but so we're already working on that. I mean quite honestly earlier this year we started looking at our cost and our productivity prior to the rate declines we saw early summer. So, we feel good about the progress we've made in just identifying these opportunities. So it's a little bit of both Jackie. We were working on it anyway knowing that we think, we have opportunities and here comes, the shorten the curve coming off quicker than we thought. The other thing I'd say just another important driver of what we do next year is on the continued work and success on our non-interest income we've seen substantial improvement over the last two years and what we're doing in treasury management, the commercial and our small business customers and there will be another important piece of how we generate revenue and EPS in the declining rate environment. So those are really the three main drivers of our strategic financial focus in this low rate environment probably beyond 2020 to be quite frank.

That's helpful. Thanks Cort. And then just one last one for me, Ron when you mentioned I'm obviously understanding a static environment has never wind up being static, I'm five basis points in NIM compression for every 25 basis point decline and my interpretation of other remarks you made is that you're going to be actively managing the balance sheet in what you do in order to potentially reduce that five basis points. Is that what you intended to say?

That is correct and also I'll point out that the yields, we had six Fed funds rate increases and then two coming off the table here over the last quarter. I talked about last quarter, we expect to see a lag in terms of the cost of deposits that will start to drop here in Q4 and that's incorporated into the five basis points for every 25 bit move and Fed fund as well. But we are doing everything we can to help manage the balance sheet to negate the negative impacts of margin compression and rate sound world.

And so, with that in mind and that does include the rate declines that we've already had if we were to have future rate cuts then we have that similar lag but those would also be included in the future as well, correct?

Correct.

Thank you.

You bet, thank you.

We'll take our next question from [Erin Der]. Please go ahead.

Good morning everyone. Following up on the expense inquiries, the 3% to 5% that could come through Phase 3 and then you mentioned potential additional store closings. Are those additional store closings included as part of that 3% to 5% estimate that could come out of Phase 3 or is that would that be on top of that?

No. They would not be included in that 3% to 5% Erin.

And then, I was a little surprised to hear that the classifieds increase there is largely different by AGs like your markets don't seem like soybean markets or something necessarily. What type of products are in that AG book that's causing the uptick there?

Hi Erin, Frank Namdar, really a lot of dairy, fruits, vegetables specifically apples and cherries, a lot of the apple and cherry markets here, really export out to China and that has been impacted. So they're looking at alternative routes for those apples and cherries. So those would be the primary sectors.

And then, any additional color you can give behind just the elevated loss rates here in the third quarter?

I think we've been and will continue to kind of bounce along the bottom and the elevated loss rate really was centered this quarter in one account that we had been working out of that we took a charge of $3.6 million on and it's now completely out of the bank.

Erin, its Cort. We've traditionally historically operated with a pretty short fuse relative to problem credits and that hasn't changed under my leadership, our credit folks are instructed if we see an issue just deal with it as quick as can and run it through and we can collect it later great. But we just don't sit on slope A, bad type customers we just move and our portfolio so granular and albeit I know it showed up in the numbers it's just the way we choose to operate this company.

Great, thanks very much.

You bet. Thank you.

[Operator Instructions] We will take our next question from Michael Young.

This is Brandon King on for Michael Young.

Good morning Brandon.

And I wanted to touch on deposit growth. Of course the deposit growth was very strong this quarter matching loan growth and a good chunk of that came from non-interest bearing deposits and I know you guys are focused on growing operating balances. But I'm trying to see if there were any other factors affecting that growth such as expectations for long growth coming up in the fourth quarter and to see if there were any expectations to pre-fund that growth?

Brandon this is Tory Nixon. I think, the two parts of the question, the first is as Cort mentioned in his opening remarks and he has mentioned a couple times actually with Ron was there's a very significant kind of bank wide initiative on core deposit growth for the company. And we've been working on that for a few months or actually a couple of quarters now and I've seen great success with that. Our commercial corporate banking businesses had their largest deposit growth quarter in a long, long time this past quarter. Our retail bank has doubled, one of the metrics we have is consumer account acquisition per store, per month and over the last 18 months they've doubled their production. So there's a lot of really good efforts that are being done by the bankers in the field in all lines of business to grow core deposits for the company. The second part of your question I think was about loan growth and our pipeline is strong, our lending pipeline is strong. Our deposit pipeline is strong and our core fee income pipeline is very, very strong. So we're seeing a lot of really good momentum and I'm excited about where we're going in the future of the company.

Thank you very much and just chipping over to capital management, as excess capital continue to grow, has strategy changed as far as how to deploy that capital through I mean possible dividend increases or change in M&A outlook?

This is Ron. Good question, I think overall we like to maintain a healthy dividend payout ratio in that call it 50% to 70% range. Buybacks we've intentionally held to just offsetting share issuance over the course of the year. So we've got a neutral change on the share count. So in the nexus capital of $200 million right, it's given us great opportunity to continue very strong organic growth. It's been relatively consistent over the past year. So it hasn't increased or decreased significantly. I would expect though over the coming year, similar to many areas that were successful that excess capital number will just continue to modestly decline on a quarterly basis and provide us a great opportunity no matter which way the economy goes.

Thank you very much.

You bet thank you.

[Operator Instructions] We will take our next question from David [Indiscernible], please go ahead.

Thanks, couple of questions for you. Starting with premium amortization, I know it's tough to gauge but and it's been volatile in a wide range the past four quarters. So what's the expectation your best guess I should say for premiumization in the fourth quarter if the 10-year yield does remain at the current level?

They'll be down a couple million certainly in that four to five range, all else being equal which unfortunately over the last year it hasn't. But again, the way we account for that is under retrospective adjustment method. So as interest rates change significantly in the corresponding prepayment, expectations changed significantly see these swings regardless so if you want to get into that low 2% normalized book yield it'd be a $4 million to $5 million a quarter premiumization number.

Got it, and in terms of basis points, do you have that?

That level would be roughly, that book yield would be roughly two in a quarter at that level.

And then shifting gears to loan growth, you mentioned about how the pipelines look strong should we still be thinking about mid to high single digit loan growth over the next few quarters?

Yes David. This is Tory Nixon again, yes, I think that's a nice number to think about for us.

And then similarly on the core fee income you mentioned about how the pipeline there is strong. How does this pipeline compared to last quarter, the past few quarters or maybe even the year ago quarter as well?

So we launched this initiative on growing core fee income about roughly almost 18 months ago and there's a certainly a lag and the time to build and to grow significantly and to give you an indication there's a few areas where we track really heavily and I'll give you some stats on, commercial card revenue for us is up 47% in those 18 months. Our international banking revenue and FX is up 31%. Our merchant is up 13%. Our treasury management fees are up 20%. So there's just nice growth in terms of number of customers prospects, existing customers and then just the general pipeline across all of the core fee businesses.

Great, thank you.

We have question from Tyler Stafford.

Thanks of taking the follow-up, guys. Ron to your point earlier and one of the other responses we have had five or six rate increases since Next Gen was laid out. We've had I guess two cuts now, intimately that the tenure is 50 or 60 basis points lower than I think when you gave that the initial Next Gen profitability goes. So, I'm just curious given where we're at now, how do you feel about the possibility to hit those, this profitability goals either in the flat rate or moderately increasing rate great environment. I guess before we should think about Phase 3 potential impacts.

I would say, one of the other big moving parts aside from ten year is really more the belly of the curve, being much lower as well, just the drastic change over the last year. So obviously NIM today doesn't look like NIM plus for Fed Funds moves from two years ago projected. So with that'd be on the lower end of that range but definitely that's why we're also looking at Phase 3 and continue to operate as efficiently as we can and look at all costs, be it funding costs and/or fixed operating cost as Cort mentioned. And also the impact of margin if we do decline and if you go back a year and rates are increasing and the exact opposite happened today we all think rates should decline and that could happen regardless we're going to manage the cost structure of the company to ensure we're in the best position we can be.

Alright, thanks Ron.

You bet, thanks.

[Operator Instructions] We'll take our next question from Matthew Clark.

Just wondering how much you had in the way of CDs maturing in the fourth quarter at what rate and what's the way to average rate on new CDs?

Good question and we need to show the rate volume and else at the back I'd say on the CD side probably the biggest delta in terms of rate is going to be some of the broker deposits from earlier in the year rolling off at 25 to 45 basis points lower depending on the cadence from the quarter in which they came in. But that also is incorporated and a couple of basis point drop in the overall customer summary deposits, laid out assuming no more changes from the Fed.

Great, thank you.

You bet, thank you.

Thank you. And that does conclude today's question-and-answer session. I would like to turn the call back over to Ron Farnsworth for any additional or closing remarks.

I want to thank everyone for their interest in Umpqua Holdings and their attendance on the call today. This will conclude the call. Goodbye.

Thank you. That does conclude today's presentation. Thank you for your participation. You may now disconnect.