SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report: July 21, 2005
(Date of earliest event reported)

Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)

OREGON	000-25597	93-1261319
(State or Other Jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or Organization)	Number)	Identification Number)

One SW Columbia, Suite 1200
Portland, Oregon 97258 (address of Principal Executive Offices)(Zip Code)

(503) 546-2491
(Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR
	230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
	240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
	Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
	Act (17 CFR 240.13e-4(c))

Item 2.02     Results of Operations and Financial Condition.

        On July 21, 2005, Umpqua Holdings Corporation issued a press release announcing financial results for the second quarter of 2005. A copy of the press release is attached as Exhibit 99.1.

        Attached as Exhibit 99.2 is a Statistical Supplement that the Company provides to shareholders and others who request additional financial and statistical information not included in the press release. This information is being furnished to satisfy Regulation FD, but is not deemed filed under the Securities Exchange Act of 1934.

Item 9.01	Financial Statements and Exhibits.
	(a)	Not applicable.
	(b)	Not applicable.
	(c)	Exhibits.
		99.1  Earnings Press Release
		99.2  Statistical Supplement

 

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this reported to be signed on its behalf of the undersigned hereunto duly authorized.

	UMPQUA HOLDINGS CORPORATION
	(Registrant)
Dated: July 21, 2005	By: /s/ Kenneth E. Roberts
	Kenneth E. Roberts
	Assistant Secretary

EXHIBIT 99.1

FOR IMMEDIATE RELEASE
Contacts:
Ray Davis	Dan Sullivan
President/CEO	EVP/CFO
Umpqua Holdings Corporation	Umpqua Holdings Corporation
503-727-4101	503-727-4103
raydavis@umpquabank.com	dansullivan@umpquabank.com

UMPQUA HOLDINGS REPORTS 13% INCREASE IN NET INCOME

PORTLAND, Ore. - July 21, 2005 - Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Strand, Atkinson, Williams & York, Inc., today announced second quarter 2005 net income of $16.0 million, or $0.36 per diluted share, compared to $9.1 million, or $0.32 per diluted share, for the second quarter of 2004. These results reflect earnings per share growth of 13% compared to the same period a year ago.

Operating earnings are defined as the Company's net income before deduction of merger-related expenses, net of tax, which are reported in periods with merger-related costs. Excluding merger related expenses, the Company reports second quarter 2005 operating earnings of $16.1 million, or $0.36 per diluted share, compared to $9.5 million, or $0.33 per diluted share for the second quarter of 2004, an increase of 9% on a per share basis.

Umpqua Bank's net interest margin increased to 5.05% for the second quarter of 2005, compared to 4.74% for the same quarter one year ago, principally resulting from recent increases in short-term market interest rates.

During the second quarter of 2005, the Company recorded a $2.1 million impairment to the value of our mortgage servicing right portfolio. This impairment resulted from a decline in mortgage interest rates, and is included as a charge in mortgage banking revenue on the Company's consolidated statement of income. Excluding mortgage servicing right impairments, mortgage banking revenue was $2.3 million for the second quarter of 2005, compared to $1.5 million for the same quarter one year ago, and $1.6 million for the first quarter of 2005. Offsetting the impairment in the second quarter of 2005 were $1.4 million in gains on the sale of securities, and $0.6 million in gain on the sale of our remaining credit card portfolio which is reflected in other non-interest income.

Umpqua Bank, Umpqua Holdings' largest subsidiary, reported an efficiency ratio before merger-related expenses of 52.7% for the second quarter of 2005, compared to 55.1% for the same quarter one year ago, and 53.6% for the first quarter of 2005.

Total consolidated assets of Umpqua Holdings as of June 30, 2005 were $5.04 billion, compared to $4.98 billion as of March 31, 2005. Total gross loans and deposits were $3.61 billion and $3.97 billion, respectively, as of June 30, 2005, compared to $3.53 billion and $3.95 billion, respectively, as of March 31, 2005.

Strong loan growth resulted in loans increasing $79.9 million during the second quarter of 2005. Deposits increased $19.3 million during the same period. For the year to date, annualized organic growth rates for loans and deposits were 8% and 9%, respectively. Organic growth is defined as growth excluding the increase related to acquisitions on the Company's balance sheet, with all growth subsequent to the acquisition date included as organic.

"This was another strong quarter for the Company with our core business fundamentals as solid as ever," said Ray Davis, president and chief executive officer of Umpqua Holdings Corporation.

As previously announced, the Company completed the sale of its merchant card processing portfolio during the fourth quarter of 2004. In accordance with generally accepted accounting principles, the financial results related to the merchant card processing operations, including the gain on sale, have been classified as a discontinued operation.

As of June 30, 2005 total shareholders equity was $714.7 million, and tangible book value per share was $6.92.

About Umpqua Holdings Corporation

About Umpqua Holdings Corporation
Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon based community bank recognized for its entrepreneurial approach, innovative use of technology, and distinctive banking solutions. Umpqua Bank has 93 locations between Sacramento, Calif. and Bellevue, Wash., along the Oregon and Northern California Coast and in Central Oregon. In 2004, Umpqua Bank launched the Connect Volunteer Network, an innovative, paid volunteer program focused on youth and education. Bank associates volunteered at more than 100 organizations in the program's first year. Umpqua Holdings also owns retail brokerage subsidiary Strand, Atkinson, Williams & York, Inc., which has locations in Umpqua Bank stores and in dedicated offices throughout Oregon and Southwest Washington. Umpqua Bank's Private Client Services Division provides tailored financial services and products to individual customers. Umpqua Holdings Corporation is headquartered in Portland, Oregon. For more information, visit www.umpquaholdingscorp.com.

Umpqua Holdings Corporation will conduct a quarterly earnings conference call Thursday, July 21, 2005, at 10:00 a.m. PDT where management will discuss operating results for the second quarter of 2005. There will be a question-and-answer session following the presentation. Shareholders, analysts and other interested parties are invited to join the call by dialing 888-791-5525 a few minutes before 10:00 a.m. The password is "UMPQUA." Information to be discussed in the teleconference will be available on the Company's website prior to the call at www.umpquaholdingscorp.com. A rebroadcast can be found approximately one hour after the conference call by dialing 866-431-7903, or by visiting that website.

Umpqua Holdings Corporation Consolidated Statements of Income  (Unaudited)
	Quarter Ended:
Dollars in thousands, except per share data	June 30, 2005	March 31, 2005	June 30, 2004
Interest income
Loans and leases	$60,220	$56,936	$32,791
Investments taxable	6,252	6,549	5,324
Investments tax exempt	699	713	396
Temporary investments	454	233	44
Other interest and dividends	38	43	91
Total interest income	67,663	64,474	38,646
Interest expense
Deposits	13,485	11,324	5,785
Repurchase agreements and
fed funds purchased	407	501	184
Trust preferred securities	2,550	2,394	1,120
Other borrowings	139	405	467
Total interest expense	16,581	14,624	7,556
Net interest income	51,082	49,850	31,090
Provision for loan losses	1,400	1,000	1,100
Non-interest income
Service charges	5,426	4,822	3,273
Brokerage fees	2,879	3,129	3,014
Mortgage banking revenue	228	1,350	2,399
Gain on sale of securities	1,398	--	6
Other income	1,993	1,301	514
Total non-interest income	11,924	10,602	9,206
Non-interest expense
Salaries and benefits	20,361	20,279	13,753
Occupancy and equipment	6,109	6,133	4,153
Other	9,790	8,922	6,551
Merger related expenses	161	101	549
Total non-interest expense	36,421	35,435	25,006

Income before income taxes and discontinued
operations	25,185	24,017	14,190
Provision for income tax	9,179	8,998	5,180
Income from continuing operations	16,006	15,019	9,010
Income from discontinued operation, net of tax	--	--	121
Net income	$16,006	$15,019	$9,131
Weighted average shares outstanding	44,436,323	44,330,626	28,339,080
Weighted average diluted shares outstanding	44,988,322	44,962,502	28,664,279
Earnings per share - Basic:
Continuing operations	$0.36	$0.34	$0.32
Discontinued operations	$0.00	$0.00	$0.00
Net income	$0.36	$0.34	$0.32
Earnings per share - Diluted:
Continuing operations	$0.36	$0.33	$0.31
Discontinued operations	$0.00	$0.00	$0.01
Net income	$0.36	$0.33	$0.32

Umpqua Holdings Corporation Consolidated Statements of Income (Unaudited)
	Six Months Ended:
Dollars in thousands, except per share data	June 30, 2005	June 30, 2004
Interest income
Loans and leases	$117,156	$64,655
Investments taxable	12,801	9,843
Investments tax exempt	1,412	809
Temporary investments	687	84
Other interest and dividends	81	162
Total interest income	132,137	75,553
Interest expense
Deposits	24,809	11,675
Repurchase agreements and
fed funds purchased	908	323
Trust preferred securities	4,944	2,243
Other borrowings	544	708
Total interest expense	31,205	14,949
Net interest income	100,932	60,604
Provision for loan losses	2,400	2,175
Non-interest income
Service charges	10,248	6,400
Brokerage fees	6,008	5,905
Mortgage banking revenue	1,578	4,048
Gain on sale of securities	1,398	6
Other income	3,294	1,059
Total non-interest income	22,526	17,418
Non-interest expense
Salaries and benefits	40,640	27,419
Occupancy and equipment	12,242	8,268

Other	18,712	12,495
Merger related expenses	262	765
Total noninterest expense	71,856	48,947
Income before income taxes and discontinued operations	49,202	26,900
Provision for income tax	18,177	9,643
Income from continuing operations	31,025	17,257
Income from discontinued operations, net of tax	--	272
Net income	$31,025	$17,529
Weighted average shares outstanding	44,383,766	28,392,198
Weighted average diluted shares outstanding	44,972,170	28,734,859
Earnings per share - Basic:
Continuing operations	$0.70	$0.61
Discontinued operations	$0.00	$0.01
Net income	$0.70	$0.62
Earnings per share - Diluted:
Continuing operations	$0.69	$0.60
Discontinued operations	$0.00	$0.01
Net income	$0.69	$0.61

Umpqua Holdings Corporation Consolidated Balance Sheets (Unaudited)
Dollars in thousands, except per share data	June 30, 2005	March 31, 2005	June 30, 2004
Assets:
Cash and cash equivalents	$200,748	$203,501	$110,804
Trading account securities	1,403	1,350	1,089
Investments available for sale	571,895	639,706	559,013
Investments held to maturity	11,735	11,793	13,908
Loans held for sale	20,301	12,398	37,866
Loans and leases	3,612,004	3,532,061	2,152,417
Less: Allowance for loan losses	(44,510)	(45,360)	(27,319)
Loans and leases, net	3,567,494	3,486,701	2,125,098
Federal Home Loan Bank stock	14,298	14,220	10,368
Premises and equipment, net	88,321	87,073	68,526
Other real estate owned	213	213	724
Mortgage servicing rights, net	9,268	11,081	11,391
Goodwill and other intangibles	407,072	407,788	159,575
Other assets	145,867	105,830	54,929
Total assets	$5,038,615	$4,981,654	$3,153,291
Liabilities:
Deposits	$3,972,920	$3,953,670	$2,479,115

Securities sold under agreements
to repurchase and fed funds purchased	127,449	55,712	77,615
Borrowings	13,296	63,373	145,618
Notes payable for Trust preferred
securities	165,970	166,134	97,941
Other liabilities	44,243	45,818	30,963
Total liabilities	4,323,878	4,284,707	2,831,252
Shareholders' equity:
Common stock	563,582	563,319	226,774
Retained earnings	153,794	140,462	103,754
Accumulated other comprehensive
Income (loss)	(2,639)	(6,834)	(8,489)
Total shareholders' equity	714,737	696,947	322,039
Total liabilities and shareholders' equity	$5,038,615	$4,981,654	$3,153,291
Common shares outstanding at period end	44,453,407	44,434,655	28,219,677
Book value per share	$16.08	$15.68	$11.41
Tangible book value per share	$6.92	$6.51	$5.76
Tangible equity	$307,665	$289,159	$162,464

Umpqua Holdings Corporation Loan Portfolio (Unaudited)
Dollars in thousands	June 30, 2005	March 31, 2005	June 30, 2004
Loans and leases by purpose:
Commercial real estate	$1,975,218	$1,897,234	$1,209,975
Residential real estate	217,245	219,951	105,003
Construction	503,599	486,277	196,577
Total real estate	2,696,062	2,603,462	1,511,555
Commercial	837,702	842,999	592,718
Leases	16,887	17,423	9,439
Consumer	59,571	66,916	35,904
Other	1,782	1,261	2,801
Total loans and leases	$3,612,004	$3,532,061	$2,152,417
	Quarter Ended	Quarter Ended	Quarter Ended
Dollars in thousands	June 30, 2005	March 31, 2005	June 30, 2004
Allowance for credit losses
Balance beginning of period	$45,360	$44,229	$26,287
Provision for credit losses	1,400	1,000	1,100
Charge-offs	(3,239)	(612)	(415)

Less: recoveries	989	743	347
Net recoveries (charge-offs)	(2,250)	131	(68)
Total Allowance for loan losses	44,510	45,360	27,319
Reserve for unfunded commitments	1,354	1,368	--
Total Allowance for credit losses	$45,864	$46,728	$27,319
Net charge-offs (recoveries) to average
loans and leases (annualized)	0.25%	(0.02)%	0.01%
Recoveries to gross charge-offs	31%	121%	84%
Allowance for credit losses to
loans and leases	1.27%	1.32%	1.27%
Allowance for credit losses to
nonperforming loans and leases	223%	197%	221%
Nonperforming loans and leases
To total loans and leases	0.57%	0.67%	0.57%
Nonperforming assets
Nonperforming loans and leases	$20,606	$23,660	$12,352
Real estate owned	213	213	724
Total nonperforming assets	$20,819	$23,873	$13,076

Umpqua Holdings Corporation Loan Portfolio (Unaudited)
		Six Months Ended		Six Months Ended
	Dollars in thousands	June 30, 2005		June 30, 2004
Allowance for credit losses
Balance beginning of period			$44,229		$25,352
Provision for credit losses			2,400		2,175
Charge-offs			(3,851)		(862)
Less: recoveries			1,732		654
Net charge-offs			(2,119)		(208)
Total Allowance for loan loss			44,510		27,319
Reserve for unfunded commitments			1,354		--
Total Allowance for credit loss			$45,864		$27,319
Net charge-offs to average
loans and leases (annualized)			0.12%		0.02%
Recoveries to gross charge-offs			45%		76%

Deposits by Type    (Unaudited)
	June 30, 2005		March 31, 2005		June 30, 2004
Dollars in thousands	Amount	Mix	Amount	Mix	Amount	Mix
Demand, non interest bearing	$977,160	24.6%	$962,912	24.4%	$624,391	25.2%
Demand, interest bearing	1,562,189	39.3%	1,563,394	39.5%	1,132,087	45.7%
Savings	445,319	11.2%	451,733	11.4%	150,436	6.1%
Time	988,252	24.9%	975,631	24.7%	572,201	23.1%
Total Deposits	$3,972,920	100.0%	$3,953,670	100.0%	$2,479,115	100.0%

Umpqua Holdings Corporation  Selected Ratios (Unaudited)
		Quarter Ended:
	June 30, 2005	March 31, 2005	June 30, 2004
Net Interest Spread:
Yield on loans and leases	6.76%	6.62%	6.12%
Yield on taxable investments	4.27%	4.22%	3.95%
Yield on tax-exempt investments (1)	6.59%	6.47%	6.77%
Yield on temporary investments	2.76%	2.48%	0.92%
Total yield on earning assets	6.36%	6.24%	5.68%
Cost of interest bearing deposits	1.80%	1.57%	1.25%
Cost of securities sold under agreements
to repurchase and fed funds purchased	2.26%	2.32%	0.85%
Cost of borrowings	2.06%	1.99%	1.91%
Cost of trust preferred	6.16%	5.84%	4.60%
Total cost of interest bearing liabilities	2.03%	1.82%	1.42%
Net interest spread	4.33%	4.42%	4.26%
Net interest margin	4.81%	4.83%	4.57%
Before Merger Related Expenses: (2)
Return on average assets	1.30%	1.25%	1.23%
Return on average tangible assets	1.41%	1.36%	1.29%
Return on average equity	9.17%	8.82%	11.65%
Return on average tangible equity	21.74%	21.43%	22.76%
After Merger Related Expenses: (2)
Return on average assets	1.29%	1.24%	1.18%
Return on average tangible assets	1.40%	1.35%	1.25%
Return on average equity	9.11%	8.78%	11.23%
Return on average tangible equity	21.61%	21.34%	21.93%
Bank Only Ratios:
Umpqua Bank efficiency ratio before merger
expenses (2)	52.71%	53.62%	55.11%
Umpqua Bank net interest margin	5.05%	5.06%	4.74%

(1)	Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.
(2)	Includes the impact of the gain on sale of, and income from, discontinued operations recognized in 2004.

Umpqua Holdings Corporation  Selected Ratios (Unaudited)
	Six Months Ended:
	June 30, 2005	June 30, 2004
Net Interest Spread:
Yield on loans and leases	6.69%	6.17%
Yield on taxable investments	4.25%	3.91%
Yield on tax-exempt investments (1)	6.53%	6.69%
Yield on temporary investments	2.66%	0.93%
Total yield on earning assets	6.30%	5.73%
Cost of interest bearing deposits	1.69%	1.28%
Cost of securities sold under
agreements to repurchase and fed funds purchased	2.30%	0.91%
Cost of borrowings	2.01%	1.86%
Cost of trust preferred	6.00%	4.61%
Total cost of interest bearing liabilities	1.92%	1.44%
Net interest spread	4.38%	4.29%
Net interest margin	4.82%	4.60%
Before Merger Related Expenses: (2)
Return on average assets	1.27%	1.20%
Return on average tangible assets	1.39%	1.26%
Return on average equity	9.00%	11.12%
Return on average tangible equity	21.59%	21.81%
After Merger Related Expenses: (2)
Return on average assets	1.27%	1.17%
Return on average tangible assets	1.38%	1.23%
Return on average equity	8.95%	10.83%
Return on average tangible equity	21.48%	21.23%
Bank Only Ratios:
Umpqua Bank efficiency ratio before merger expenses (2)	53.15%	56.59%
Umpqua Bank net interest margin	5.05%	4.77%

 

(1)	Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.
(2)	Includes the impact of the gain on sale of, and income from, discontinued operations.

Umpqua Holdings Corporation Mortgage Banking Statistical Analysis (unaudited)
		Quarter ended:
	June 30, 2005	March 31, 2005	June 30, 2004
Dollars in thousands
Mortgage Servicing Rights (MSR):
Mortgage loans serviced for others	$1,026,088	$1,052,910	$1,119,351
MSR Asset (gross)	$12,455	$12,157	$11,832
Less: Valuation reserve	(3,187)	(1,076)	(441)
MSR Asset (net of reserve)	$9,268	$11,081	$11,391
MSR as % of serviced portfolio	0.90%	1.05%	1.02%
Mortgage Banking Revenue:
Origination and sale	$2,156	$1,397	$1,903
Servicing	183	237	(370)
MSR valuation reserve change	(2,111)	(284)	866
Total Mortgage Banking Revenue	$228	$1,350	$2,399
Diluted earnings per share
contribution (loss) of Mortgage
Group	$(0.02)	$0.00	$0.02
	Year ended:
	June 30, 2005	June 30, 2004
Dollars in thousands
Mortgage Banking Revenue:
Origination and sale	$3,553	$3,176
Servicing	420	(594)
MSR valuation reserve change	(2,395)	1,466
Total Mortgage Banking Revenue	$1,578	$4,048
Diluted earnings per share
contribution (loss) of Mortgage
Group	$(0.02)	$0.03

# # #

EXHIBIT 99.2

UMPQUA HOLDINGS CORPORATION
Statistical Supplement
(in thousands, except share data and ratios: unaudited)
	2nd Qtr			1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr				Years Ended December 31,
	2005			2005		2004		2004		2004		2004		2003		2003		2003		2003	YTD 6/2005			2004		2003		2002
Income Statement Data
Interest income	$	67,667	$	64,474	$	63,240	$	59,265	$	38,646	$	36,907	$	36,608	$	35,927	$	34,281	$	35,317	$	132,141	$	198,058	$	142,132	$	100,325
Interest expense		16,582		14,624		13,566		11,856		7,557		7,392		6,804		6,839		7,480		7,738		31,206		40,371		28,860		23,797
Net interest income		51,085		49,850		49,674		47,409		31,089		29,515		29,804		29,088		26,801		27,579		100,935		157,687		113,272		76,528
Provision for credit losses		1,400		1,000		3,667		1,479		1,100		1,075		1,075		1,050		950		1,475		2,400		7,321		4,550		3,888
Net interest income after provision for credit losses		49,685		48,850		46,007		45,930		29,989		28,440		28,729		28,038		25,851		26,104		98,535		150,367		108,722		72,640
Service fees		5,426		4,822		5,434		5,570		3,273		3,127		3,188		3,256		3,198		2,914		10,248		17,404		12,556		8,640
Brokerage fees & commissions		2,879		3,129		3,188		2,736		3,014		2,891		2,554		2,635		2,370		1,939		6,008		11,829		9,498		9,012
Mortgage banking revenue, net		228		1,350		1,665		1,942		2,399		1,649		1,200		3,160		2,834		4,279		1,578		7,655		11,473		9,073
Gain (loss) on sale of securities		1,398		-		-		13		6		-		2		10		2,136		7		1,398		19		2,155		(497)
Other income (4)		1,991		1,301		7,930		1,412		716		793		760		455		1,100		1,045		3,292		10,851		3,361		2,113
Total noninterest income		11,922		10,602		18,217		11,673		9,408		8,460		7,704		9,516		11,638		10,184		22,524		47,758		39,043		28,341
Salaries and employee benefits		20,362		20,279		20,248		19,685		13,753		13,665		13,583		13,438		13,171		12,899		40,641		67,351		53,090		37,117
Premises and equipment		6,109		6,133		5,809		5,688		4,153		4,115		3,770		3,534		3,947		3,582		12,242		19,765		14,834		9,596
Other non interest expense		9,790		8,922		9,820		10,150		6,550		5,946		6,077		6,332		6,760		6,093		18,712		32,466		25,263		17,249
Total noninterest expense		36,261		35,334		35,877		35,523		24,456		23,726		23,430		23,304		23,878		22,574		71,595		119,582		93,187		63,962
Income before income tax & merger expense		25,346		24,118		28,347		22,080		14,941		13,174		13,003		14,250		13,611		13,714		49,464		78,542		54,578		37,020
Provision for income taxes		9,243		9,038		10,383		7,301		5,464		4,645		4,412		4,983		4,807		4,925		18,281		27,793		19,127		13,332
Net income before merger expenses	$	16,103	$	15,080	$	17,964	$	14,779	$	9,477	$	8,529	$	8,591	$	9,267	$	8,804	$	8,789	$	31,183	$	50,749	$	35,451	$	23,689
Merger expenses net of tax benefit		97		61		1,695		1,411		346		131		-		251		672		409		158		3,583		1,332		1,721
Net income	$	16,006	$	15,019	$	16,269	$	13,368	$	9,131	$	8,398	$	8,591	$	9,016	$	8,132	$	8,380	$	31,025	$	47,166	$	34,119	$	21,968
Share Data(1)
Before Merger Expenses:
Basic earnings per common share	$	0.36	$	0.34	$	0.41	$	0.35	$	0.33	$	0.30	$	0.30	$	0.33	$	0.31	$	0.31	$	0.70	$	1.42	$	1.25	$	1.13
Diluted earnings per common share	$	0.36	$	0.34	$	0.40	$	0.34	$	0.33	$	0.30	$	0.30	$	0.32	$	0.31	$	0.31	$	0.69	$	1.40	$	1.24	$	1.11
After Merger Expenses:
Basic earnings per common share	$	0.36	$	0.34	$	0.37	$	0.32	$	0.32	$	0.30	$	0.30	$	0.32	$	0.29	$	0.30	$	0.70	$	1.32	$	1.21	$	1.04
Diluted earnings per common share	$	0.36	$	0.33	$	0.36	$	0.31	$	0.32	$	0.29	$	0.30	$	0.31	$	0.28	$	0.29	$	0.69	$	1.30	$	1.19	$	1.03
Tangible book value per common share	$	6.92	$	6.51	$	6.31	$	5.97	$	5.76	$	5.99	$	5.61	$	5.36	$	5.10	$	4.86	$	6.92	$	6.31	$	5.61	$	4.55
Book value per common share	$	16.08	$	15.68	$	15.55	$	15.28	$	11.41	$	11.59	$	11.23	$	11.00	$	10.77	$	10.57	$	16.08	$	15.55	$	11.23	$	10.30
Cash dividends per common share	$	0.06	$	0.06	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04	$	0.04	$	0.04	$	0.12	$	0.22	$	0.16	$	0.16
Ratio of dividends declared to net income		16.71%		17.77%		16.30%		19.74%		18.54%		13.57%		13.23%		12.59%		13.92%		13.50%		17.22%		17.22%		13.29%		16.09%
Shares outstanding	44,453,407			44,434,655		44,211,075	43,979,674			28,219,677		28,489,267		28,411,816		28,365,814		28,331,279		28,234,620	44,453,407			44,211,075		28,411,816		27,980,591
Basic weighted average shares of common stock outstanding	44,436,323			44,330,626		44,121,546	42,149,082			28,339,080		28,445,316		28,389,064		28,343,696		28,283,843		28,157,475	44,383,766			35,804,038		28,294,291		21,054,351
Common stock equivalents	551,999			631,877		749,393		740,631		325,199		373,883		413,101		359,195		384,083		412,669		588,404		541,405		371,779		251,686
Fully diluted weighted average shares of common stock outstanding	44,988,322			44,962,503		44,870,939	42,889,713			28,664,279		28,819,200		28,802,165		28,702,891		28,667,926		28,570,144	44,972,170			36,345,443		28,666,070		21,306,037
Net Income Before Merger Expense - Diluted Earnings Per Share Contribution
Core company (excluding mortgage group and gain (loss) on sale of securities)	$	0.36	$	0.34	$	0.32	$	0.33	$	0.31	$	0.28	$	0.30	$	0.26	$	0.22	$	0.25	$	0.69	$	1.26	$	1.06	$	0.93
Mortgage group	$	(0.02)	$	-	$	-	$	0.01	$	0.02	$	0.01	$	(0.01)	$	0.05	$	0.03	$	0.05	$	(0.02)	$	0.04	$	0.11	$	0.17
Gain (loss) on sale of securities	$	0.02	$	-	$	-	$	0.00	$	0.00	$	-	$	0.00	$	0.00	$	0.05	$	0.00	$	0.02	$	0.00	$	0.05	$	(0.01)
Gain on sale of discontinued operation	$	-	$	-	$	0.08	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	0.09	$	-	$	-
Income from discontinued operation	$	-	$	-	$	0.00	$	0.00	$	0.00	$	0.01	$	0.01	$	0.01	$	0.01	$	0.01	$	-	$	0.01	$	0.02	$	0.02
Net income before merger expense per diluted share	$	0.36	$	0.34	$	0.40	$	0.34	$	0.33	$	0.30	$	0.30	$	0.32	$	0.31	$	0.31	$	0.69	$	1.40	$	1.24	$	1.11
Balance Sheet Data (at period end)
Investment securities	$ 585,033		$	652,849	$	689,368	$	752,417	$	574,009	$	518,496	$	517,781	$	422,973	$	370,878	$	374,000	$	585,033	$	689,368	$	517,781	$	349,615
Loans & leases, gross (excl held-for-sale)	3,612,004			3,532,061		3,467,904	3,323,137			2,152,417		2,073,875		2,003,587		1,935,482		1,877,238		1,823,311	3,612,004			3,467,904		2,003,587		1,778,315
Less: Allowance for credit losses		44,510		45,360		44,229		43,374		27,319		26,287		25,352		25,312		25,316		24,538		44,510		44,229		25,352		24,731
Loans & leases, net (excl held-for-sale)	3,567,494			3,486,701		3,423,675	3,279,763			2,125,098		2,047,588		1,978,235		1,910,170		1,851,922		1,798,773	3,567,494			3,423,675		1,978,235		1,753,584
Intangible assets	407,072			407,788		408,460		409,516		159,575		159,661		159,585		160,012		160,547		161,181		407,072		408,460		159,585		160,967
Total assets	5,038,615			4,981,654		4,873,035	4,944,340			3,153,291		2,997,782		2,963,815		2,811,195		2,747,057		2,645,915	5,038,615			4,873,035		2,963,815		2,555,964
Total deposits	3,972,920			3,953,670		3,799,107	3,919,271			2,479,115		2,428,926		2,378,192		2,263,211		2,282,909		2,178,769	3,972,920			3,799,107		2,378,192		2,103,790
Total shareholders' equity	714,737			696,947		687,613		671,977		322,039		330,237		318,969		311,987		305,104		298,469		714,737		687,613		318,969		288,159
Balance Sheet Data (averages)
Loans & leases, gross (excl held-for-sale)	$ 3,555,336		$	3,475,172	$	3,388,503	$ 3,158,363		$	2,125,031	$	2,033,357	$	1,945,568	$	1,900,862	$	1,827,360	$	1,796,875	$ 3,515,475		$	2,679,576	$	1,868,165	$	1,134,832
Loans held for sale		15,463		13,735		22,831		29,915		29,245		25,100		39,868		72,831		40,678		34,298		14,604		26,770		47,005		22,592
Earning assets	4,286,972			4,215,935		4,205,698	4,015,604			2,751,467		2,581,349		2,499,933		2,412,628		2,296,639		2,223,745	4,251,650			3,392,475		2,359,142		1,449,250
Total assets	4,980,367			4,908,401		4,918,386	4,693,725			3,106,392		2,941,964		2,863,045		2,759,590		2,636,203		2,579,051	4,944,583			3,919,985		2,710,388		1,614,775
Non interest bearing demand deposits	949,610			894,916		935,648		875,741		607,543		571,131		585,655		583,422		531,779		473,501		922,414		748,380		544,006		309,502
Interest bearing deposits	3,008,406			2,927,914		2,920,903	2,761,381			1,861,619		1,813,598		1,737,365		1,658,570		1,644,151		1,631,155	2,968,383			2,342,117		1,688,076		1,054,922
Interest bearing liabilities	3,273,642			3,264,258		3,255,602	3,143,938			2,145,309		2,021,049		1,937,556		1,843,889		1,772,521		1,760,894	3,268,976			2,644,525		1,829,240		1,124,753
Total shareholders' equity	704,466			693,551		679,387		628,667		327,064		324,191		314,184		305,751		301,314		292,767		699,039		490,724		303,569		161,774

UMPQUA HOLDINGS CORPORATION
Statistical Supplement
(in thousands, except share data and ratios: unaudited)
		2nd Qtr	1st Qtr	4th Qtr	3rd Qtr	2nd Qtr	1st Qtr	4th Qtr	3rd Qtr	2nd Qtr	1st Qtr	YTD	Years Ended December 31,
		2005	2005	2004	2004	2004	2004	2003	2003	2003	2003	6/2005	2004	2003	2002
Other Financial Data
Total loan charge-offs		$  3,239	$  612	$ 3,443	$ 2,124	$  415	$  447	$ 1,591	$ 2,045	$  466	$ 1,975	$ 3,851	$ 6,429	$6,077	$2,792
Total loan recoveries		989	743	631	659	347	307	556	991	294	307	1,732	1,944	2,148	558
Net loan charge-offs (recoveries)		2,250	(131)	2,812	1,465	68	140	1,035	1,054	172	1,668	2,119	4,485	3,929	2,234
Loans 90 days past due and still accruing		1,148	2,240	737	497	704	1,246	927	533	1,112	963	1,148	737	927	3,243
Non-accrual loans		19,458	21,420	21,836	27,299	11,648	10,554	10,498	12,861	20,767	16,853	19,458	21,836	10,498	15,152
Total nonperforming loans		20,606	23,660	22,573	27,796	12,352	11,800	11,425	13,394	21,879	17,816	20,606	22,573	11,425	18,395
Other real estate owned		213	213	979	641	724	1,711	2,529	2,452	2,504	3,430	213	979	2,529	2,209
Nonperforming assets		20,819	23,873	23,552	28,437	13,076	13,511	13,954	15,846	24,383	21,246	20,819	23,552	13,954	20,604
Selected Ratios
Net Income Before Merger Expenses:
Return on average total assets (annualized)		1.30%	1.25%	1.45%	1.25%	1.23%	1.17%	1.19%	1.33%	1.34%	1.38%	1.27%	1.29%	1.31%	1.47%
Return on average tangible assets (annualized)		1.41%	1.36%	1.58%	1.36%	1.29%	1.23%	1.28%	1.43%	1.43%	1.46%	1.39%	1.39%	1.39%	1.51%
Return on average total shareholders' equity (annualized)		9.17%	8.82%	10.52%	9.35%	11.65%	10.58%	10.85%	12.02%	11.72%	12.17%	9.00%	10.34%	11.68%	14.64%
Return on average tangible shareholders' equity (annualized)		21.74%	21.43%	26.46%	24.11%	22.76%	20.84%	22.10%	25.31%	25.19%	27.04%	21.59%	23.97%	24.80%	19.76%
Efficiency ratio (3) - Umpqua Bank only		52.71%	53.62%	48.40%	55.43%	55.11%	58.16%	56.89%	55.94%	57.51%	54.98%	53.15%	53.51%	56.32%	55.58%
Efficiency ratio (3)		57.24%	58.11%	52.55%	59.74%	60.09%	62.14%	62.10%	59.98%	61.55%	59.16%	57.67%	57.88%	60.70%	60.15%
Non interest revenue to Total revenue (TE)		18.82%	17.44%	26.68%	19.63%	23.12%	22.16%	20.42%	24.49%	30.00%	26.69%	18.14%	23.11%	25.43%	26.65%
Effective tax rate		36.47%	37.47%	36.63%	33.07%	36.57%	35.26%	33.93%	34.97%	35.32%	35.91%	36.96%	35.39%	35.05%	36.01%
Net Income After Merger Expenses:
Return on average total assets (annualized)		1.29%	1.24%	1.32%	1.13%	1.18%	1.15%	1.19%	1.30%	1.24%	1.32%	1.27%	1.20%	1.26%	1.36%
Return on average tangible assets (annualized)		1.40%	1.35%	1.44%	1.23%	1.25%	1.21%	1.28%	1.40%	1.32%	1.39%	1.38%	1.30%	1.34%	1.40%
Return on average total shareholders' equity (annualized)		9.11%	8.78%	9.53%	8.46%	11.23%	10.42%	10.85%	11.70%	10.83%	11.61%	8.95%	9.61%	11.24%	13.58%
Return on average tangible shareholders' equity (annualized)		21.61%	21.34%	23.96%	21.81%	21.93%	20.52%	22.10%	24.63%	23.27%	25.78%	21.48%	22.27%	23.87%	18.33%
Average yield on earning assets (2) (annualized)		6.36%	6.24%	6.02%	5.91%	5.68%	5.78%	5.85%	5.95%	6.05%	6.51%	6.30%	5.87%	6.08%	7.02%
Interest expense to interest bearing liabilities(2)(annualized)		2.03%	1.82%	1.66%	1.50%	1.42%	1.47%	1.39%	1.47%	1.69%	1.78%	1.92%	1.53%	1.58%	2.12%
Net interest spread (2)		4.33%	4.42%	4.36%	4.41%	4.26%	4.31%	4.45%	4.48%	4.36%	4.73%	4.38%	4.34%	4.50%	4.91%
Interest expense to earning assets (annualized)		1.55%	1.41%	1.28%	1.17%	1.10%	1.15%	1.08%	1.12%	1.31%	1.41%	1.48%	1.19%	1.22%	1.64%
Net interest margin (2) (annualized)		4.81%	4.83%	4.74%	4.73%	4.57%	4.63%	4.77%	4.82%	4.74%	5.10%	4.82%	4.68%	4.85%	5.38%
Net interest margin (2) (annualized) - Umpqua Bank only		5.05%	5.06%	4.96%	4.93%	4.74%	4.80%	4.91%	4.98%	4.90%	5.27%	5.05%	4.88%	5.01%	5.44%
Asset Quality Ratios
Allowance for credit losses to ending total loans and leases		1.27%	1.32%	1.31%	1.34%	1.27%	1.27%	1.27%	1.31%	1.35%	1.35%	1.27%	1.31%	1.27%	1.39%
Nonperforming loans to ending total loans and leases		0.57%	0.67%	0.65%	0.84%	0.57%	0.57%	0.57%	0.69%	1.17%	0.98%	0.57%	0.65%	0.57%	1.03%
Nonperforming assets to ending total assets		0.41%	0.48%	0.48%	0.58%	0.41%	0.45%	0.47%	0.56%	0.89%	0.80%	0.41%	0.48%	0.47%	0.81%
Net loan charge-offs (recoveries) to avg loans and leases (annualized)		0.25%	-0.02%	0.33%	0.18%	0.01%	0.03%	0.21%	0.22%	0.04%	0.38%	0.12%	0.17%	0.21%	0.20%
Capital Ratio
Average shareholders' equity to average assets		14.14%	14.13%	13.81%	13.39%	10.53%	11.02%	10.97%	11.08%	11.43%	11.35%	14.14%	12.52%	11.20%	10.02%
Year to Date Growth
Loans & leases, gross (excl held-for-sale)		4.16%	1.85%	73.08%	65.86%	7.43%	3.51%	12.67%	8.84%	5.56%	2.53%	4.16%	73.08%	12.67%	75.01%
Deposits		4.58%	4.07%	59.75%	64.80%	4.24%	2.13%	13.04%	7.58%	8.51%	3.56%	4.58%	59.75%	13.04%	74.60%
Total assets		3.40%	2.23%	64.42%	66.82%	6.39%	1.15%	15.96%	9.99%	7.48%	3.52%	3.40%	64.42%	15.96%	78.90%
Mortgage Banking Revenue
Gain (loss) on origination and sale		2,156	1,397	1,447	2,065	1,903	1,273	1,208	2,424	4,867	4,985	3,553	6,688	13,484	10,834
Servicing income before accelerated amortization		684	683	693	703	314	307	299	318	323	253	1,367	2,017	1,193	804
Accelerated servicing right amortization		(501)	(446)	(443)	(507)	(684)	(531)	(527)	(1,222)	(1,056)	(709)	(947)	(2,165)	(3,514)	(1,342)
Sub total before mortgage servicing right (MSR) valuation change		2,339	1,634	1,697	2,261	1,533	1,049	980	1,520	4,134	4,529	3,973	6,540	11,163	10,296
MSR valuation change		(2,111)	(284)	(32)	(319)	866	600	220	1,640	(1,700)	(250)	(2,395)	1,115	(90)	(1,221)
Total Mortgage Banking Revenue		228	1,350	1,665	1,942	2,399	1,649	1,200	3,160	2,434	4,279	1,578	7,655	11,073	9,075
Mortgage Servicing Right Asset
Gross Mortgage Servicing Right Asset		12,455	12,157	11,946	11,900	11,832	12,266	12,515	12,859	13,041	12,646	12,455	11,946	12,515	11,533
less: valuation reserve		(3,187)	(1,076)	(792)	(760)	(441)	(1,307)	(1,907)	(2,127)	(3,767)	(2,467)	(3,187)	(792)	(1,907)	(2,217)
Net Mortgage Servicing Right Asset		9,268	11,081	11,154	11,140	11,391	10,959	10,608	10,732	9,274	10,179	9,268	11,154	10,608	9,316
Net Mortgage Servicing Right Asset as % of serviced loan portfolio		0.90%	1.05%	1.05%	1.02%	1.02%	0.95%	0.91%	0.91%	0.77%	0.90%	0.90%	1.05%	0.91%	0.91%
(1)	Per share data has been adjusted for subsequent stock dividends and stock splits.
(2)	Tax exempt interest income has been adjusted to a tax equivalent basis at a 35% effective tax rate.
(3)	Efficiency ratio is noninterest expense divided by the sum of net interest income (tax equivalent basis) plus noninterest income.
(4)	The gain on sale of, and income from, the merchant bankcard operation, which is disclosed as a discontinued operation on the Company's financial statements, is included in other non-interest income above.