8-K

UNITED STATES
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: October 20, 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) 727-4101
(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 October 20, 2005, Umpqua Holdings Corporation issued a press release announcing financial results for the third 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: October 20, 2005	By: /s/ Kenneth E. Roberts
	Kenneth E. Roberts
	Assistant Secretary

EX-99.1

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 $0.44 EARNINGS PER SHARE,
A 42% INCREASE OVER 2004

PORTLAND, Ore. - October 20, 2005 - Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Strand, Atkinson, Williams & York, Inc., today announced third quarter 2005 net income of $19.9 million, or $0.44 per diluted share, compared to $13.4 million, or $0.31 per diluted share, for the third quarter of 2004, a 42% increase. On a sequential quarter basis, diluted earnings per share increased 22% from $0.36 to $0.44.

During the third quarter of 2005, the Company recognized a $1.05 million positive fair value adjustment to our mortgage servicing rights portfolio. This fair value adjustment resulted from an increase in mortgage interest rates, and is included as additional mortgage banking revenue on the Company's consolidated statement of income. The Company also recognized a $0.6 million reduction to our state tax provision in the third quarter of 2005. This reduction to the Company's state income tax expense results from an adjustment to state income tax rates which was finalized in the third quarter and is retrospectively applied to the 2005 year. During the second quarter of 2005, the Company incurred an impairment in the fair value of the mortgage servicing right portfolio of $2.1 million, and $1.4 million in gains on the sale of securities. Our definition of core earnings excludes these items, along with merger related expense and discontinued operations. The Company provides the following table to illustrate how core earnings have progressed over time:

	Three months ended			Sequential Quarter
Core earnings per diluted share:	Q3 2005	Q2 2005	Q3 2004	Variance $	Variance %
Net income	$0.44	$0.36	$0.31	$0.08	22%
less non-core items, after tax:
MSR valuation recovery (impairment)	0.01	(0.03)	--	0.04
Securities gains	--	0.02	--	(0.02)
Corporate state tax credit	0.01	--	--	0.01
Discontinued operations	--	--	--	--
Merger related expense	--	--	(0.03)	--
Core earnings	$0.42	$0.37	$0.34	$0.05	14%

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 2 of 11

	Nine months ended
	September 30,		Year over Year
Core earnings per diluted share:	2005	2004	Variance $	Variance %
Net income	$1.13	$0.92	$0.21	23%
less non-core items, after tax:
MSR valuation recovery (impairment)	(0.02)	0.02	(0.04)
Securities gains	0.02	--	0.02
Corporate state tax credit	0.01	--	0.01
Discontinued operations	--	0.01	(0.01)
Merger related expense	--	(0.06)	0.06
Core earnings	$1.12	$0.95	$0.17	18%

During the third quarter of 2005, the Company had net charge-offs of $0.9 million, or 0.10% of average loans and leases on an annualized basis. Nonperforming loans and leases were $8.3 million at September 30, 2005, representing only 0.22% of total loans and leases. This represents a significant decline from $20.6 million in nonperforming loans and leases at June 30, 2005. Based on the quality of the loan portfolio, there was no provision for loan loss during the third quarter of 2005. The allowance for credit losses was 1.22% at September 30, 2005, as compared to 1.27% at June 30, 2005.

"This was another very strong quarter for the Company, highlighted by a significant reduction in non-performing assets, minimal net charge-offs and continued strong organic growth in loans and deposits'" said Ray Davis, president and chief executive officer of Umpqua Holdings Corporation. "At the same time, our core earnings continue to grow as we deliver our innovative style of banking in the markets we serve."

Umpqua Bank's net interest margin increased to 5.13% for the third quarter of 2005, compared to 4.93% for the same quarter one year ago and 5.05% for the second quarter of 2005, principally resulting from recent increases in short-term market interest rates.

Umpqua Bank, Umpqua Holdings' largest subsidiary, reported an efficiency ratio of 50.8% for the third quarter of 2005, compared to 59.0% for the same quarter one year ago, and 53.0% for the second quarter of 2005.

Total consolidated assets of Umpqua Holdings as of September 30, 2005 were $5.19 billion, compared to $5.04 billion as of June 30, 2005. Total gross loans and leases, and deposits, were $3.70 billion and $4.09 billion, respectively, as of September 30, 2005, compared to $3.61 billion and $3.97 billion, respectively, as of June 30, 2005.

Strong loan growth resulted in loans increasing $84.8 million during the third quarter of 2005. Deposits increased $120.0 million during the same period. For the year to date, annualized organic growth rates for loans and deposits were 9% and 10%, 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.

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 3 of 11

As of September 30, 2005 total shareholders' equity was $726.8 million, and tangible book value per share was $7.19. As previously announced, the Company increased its quarterly cash dividend 33% over the prior quarter, to $0.08 per share.

Non-GAAP Financial Measures

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this press release contains certain non-GAAP financial measures. Umpqua believes that providing non-GAAP financial measures provides investors with information useful in understanding Umpqua's financial performance. Umpqua provides measures based on "core earnings," which exclude merger-related expenses, significant non-recurring gains, losses or expenses that are not reflective of continuing operations, and "tangible equity" which excludes intangible assets.

A reconciliation of these non-GAAP measures to the most comparable GAAP equivalent is included in the attached financial tables or where the non-GAAP measure is presented.

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 a 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, October 20, 2005, at 10:00 a.m. PDT where management will discuss operating results for the third 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 866-393-2013, or by visiting that website.

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 4 of 11

Umpqua Holdings Corporation
Consolidated Statements of Income
(Unaudited)
		Quarter Ended:
Dollars in thousands, except per share data	September 30, 2005	June 30, 2005	September 30, 2004
Interest income
Loans and leases	$65,579	$60,220	$50,875
Investments taxable	6,558	6,252	7,283
Investments tax exempt	427	699	748
Other interest	617	454	209
Dividends	40	38	150
Total interest income	73,221	67,663	59,265
Interest expense
Deposits	16,101	13,485	8,941
Repurchase agreements and
fed funds purchased	511	407	206
Trust preferred securities	2,719	2,550	1,979
Other borrowings	89	139	730
Total interest expense	19,420	16,581	11,856
Net interest income	53,801	51,082	47,409
Provision for loan losses	--	1,400	1,479
Non-interest income
Service charges	5,778	5,426	5,570
Brokerage fees	2,735	2,879	2,736
Mortgage banking revenue	3,256	228	1,942
Gain on sale of securities	28	1,398	13
Other income	1,985	1,993	1,210
Total non-interest income	13,782	11,924	11,471
Non-interest expense
Salaries and benefits	20,708	20,361	19,685
Occupancy and equipment	6,291	6,109	5,688
Other	10,084	9,790	10,150
Merger related expenses	--	161	2,176
Total non-interest expense	37,083	36,421	37,699
Income before income taxes and discontinued
operations	30,500	25,185	19,702
Provision for income tax	10,577	9,179	6,457
Income from continuing operations	19,923	16,006	13,245
Income from discontinued operation, net of tax	--	--	123
Net income	$19,923	$16,006	$13,368
Weighted average shares outstanding	44,467,888	44,436,323	42,149,082
Weighted average diluted shares outstanding	45,021,879	44,988,322	42,889,713
Earnings per share - Basic:
Continuing operations	$0.45	$0.36	$0.31
Discontinued operations	$0.00	$0.00	$0.01
Net income	$0.45	$0.36	$0.32
Earnings per share - Diluted:
Continuing operations	$0.44	$0.36	$0.31
Discontinued operations	$0.00	$0.00	$0.00
Net income	$0.44	$0.36	$0.31

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 5 of 11

Umpqua Holdings Corporation
Consolidated Statements of Income
(Unaudited)

	Nine Months Ended:
Dollars in thousands, except per share data	September 30, 2005	September 30, 2004
Interest income
Loans and leases	$182,735	$115,530
Investments taxable	19,359	17,126
Investments tax exempt	1,839	1,557
Other interest	1,304	293
Dividends	121	312
Total interest income	205,358	134,818
Interest expense
Deposits	40,910	20,616
Repurchase agreements and
fed funds purchased	1,419	528
Trust preferred securities	7,663	4,222
Other borrowings	633	1,439
Total interest expense	50,625	26,805
Net interest income	154,733	108,013
Provision for loan losses	2,400	3,654
Non-interest income
Service charges	16,026	11,970
Brokerage fees	8,743	8,641
Mortgage banking revenue	4,834	5,990
Gain on sale of securities	1,426	19
Other income	5,279	2,269
Total non-interest income	36,308	28,889
Non-interest expense
Salaries and benefits	61,348	47,103
Occupancy and equipment	18,533	13,956
Other	28,796	22,646
Merger related expenses	262	2,941
Total noninterest expense	108,939	86,646
Income before income taxes and discontinued operations	79,702	46,602
Provision for income tax	28,754	16,100
Income from continuing operations	50,948	30,502
Income from discontinued operations, net of tax	--	395
Net income	$50,948	$30,897
Weighted average shares outstanding	44,412,115	33,011,298
Weighted average diluted shares outstanding	44,984,192	33,515,613
Earnings per share - Basic:
Continuing operations	$1.15	$0.92
Discontinued operations	$0.00	$0.02
Net income	$1.15	$0.94
Earnings per share - Diluted:
Continuing operations	$1.13	$0.91
Discontinued operations	$0.00	$0.01
Net income	$1.13	$0.92

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 6 of 11

Umpqua Holdings Corporation
Consolidated Balance Sheets
(Unaudited)
Dollars in thousands, except per share data	September 30, 2005	June 30, 2005	September 30, 2004
Assets:
Cash and cash equivalents	$172,165	$200,748	$245,557
Trading account securities	830	1,403	1,539
Investments available for sale	697,231	571,895	738,538
Investments held to maturity	10,676	11,735	12,340
Loans held for sale	20,202	20,301	29,632
Loans and leases	3,696,820	3,612,004	3,323,137
Less: Allowance for loan losses	(43,603)	(44,510)	(43,374)
Loans and leases, net	3,653,217	3,567,494	3,279,763
Federal Home Loan Bank stock	14,259	14,298	14,840
Premises and equipment, net	88,577	88,321	94,928
Other real estate owned	213	213	641
Mortgage servicing rights, net	10,729	9,268	11,140
Goodwill and other intangibles	407,059	407,072	409,516
Other assets	111,224	145,867	108,027
Total assets	$5,186,382	$5,038,615	$4,946,461
Liabilities:
Deposits	$4,092,966	$3,972,920	$3,919,271
Securities sold under agreements
to repurchase and fed funds purchased	145,551	127,449	47,752
Borrowings	3,236	13,296	88,521
Notes payable for Trust preferred
securities	165,847	165,970	166,280
Other liabilities	52,018	44,243	52,660
Total liabilities	4,459,618	4,323,878	4,274,484
Shareholders' equity:
Common stock	563,640	563,582	556,995
Retained earnings	170,153	153,794	114,494
Accumulated other comprehensive
Income (loss)	(7,029)	(2,639)	488
Total shareholders' equity	726,764	714,737	671,977
Total liabilities and shareholders' equity	$5,186,382	$5,038,615	$4,946,461
Common shares outstanding at period end	44,476,104	44,453,407	43,979,674
Book value per share	$16.34	$16.08	$15.28
Tangible book value per share	$7.19	$6.92	$5.97
Tangible equity	$319,705	$307,665	$262,461

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 7 of 11

Umpqua Holdings Corporation
Loan Portfolio
(Unaudited)
Dollars in thousands	September 30, 2005	June 30, 2005	September 30, 2004
Loans and leases by purpose:
Commercial real estate	$2,023,098	$1,975,218	$1,777,832
Residential real estate	220,079	217,245	214,518
Construction	564,530	503,599	427,863
Total real estate	2,807,707	2,696,062	2,420,213
Commercial	818,861	837,702	766,274
Leases	15,800	16,887	19,552
Consumer	53,208	59,571	81,592
Other	1,244	1,782	35,506
Total loans and leases	$3,696,820	$3,612,004	$3,323,137
	Quarter Ended	Quarter Ended	Quarter Ended
Dollars in thousands	September 30, 2005	June 30, 2005	September 30, 2004
Allowance for credit losses
Balance beginning of period	$44,510	$45,360	$27,319
Provision for credit losses	--	1,400	1,479
Acquisitions	--	--	17,257
Reclassification	--	--	(1,216)
Charge-offs	(3,289)	(3,239)	(2,124)
Less recoveries	2,382	989	659
Net recoveries (charge-offs)	(907)	(2,250)	(1,465)
Total Allowance for loan losses	43,603	44,510	43,374
Reserve for unfunded commitments	1,489	1,354	1,216
Total Allowance for credit losses	$45,092	$45,864	$44,590
Net charge-offs to average
loans and leases (annualized)	0.10%	0.25%	0.18%
Recoveries to gross charge-offs	72%	31%	31%
Allowance for credit losses to
loans and leases	1.22%	1.27%	1.34%
Allowance for credit losses to
nonperforming loans and leases	546%	223%	160%
Nonperforming loans and leases
To total loans and leases	0.22%	0.57%	0.84%
Nonperforming assets
Nonperforming loans and leases	$8,257	$20,606	$27,796
Real estate owned	213	213	641
Total nonperforming assets	$8,470	$20,819	$28,437

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 8 of 11

Umpqua Holdings Corporation
Loan Portfolio
(Unaudited)
		Nine Months Ended		Nine Months Ended
Dollars in thousands		September 30, 2005		September 30, 2004
Allowance for credit losses
Balance beginning of period			$44,229		$25,352
Provision for credit losses			2,400		3,654
Acquisitions			--		17,257
Reclassification			--		(1,216)
Charge-offs			(7,140)		(2,986)
Less recoveries			4,114		1,313
Net charge-offs			(3,026)		(1,673)
Total Allowance for loan losses			43,603		43,374
Reserve for unfunded commitments			1,489		1,216
Total Allowance for credit losses			$45,092		$44,590
Net charge-offs to average
loans and leases (annualized)			0.11%		0.09%
Recoveries to gross charge-offs			58%		44%
	Deposits by Type
		(Unaudited)
	September 30, 2005		June 30, 2005		September 30, 2004
Dollars in thousands	Amount	Mix	Amount	Mix	Amount	Mix
Demand, non interest bearing	$1,071,940	26.2%	$977,160	24.6%	$935,206	23.9%
Demand, interest bearing	1,631,039	39.8%	1,562,189	39.3%	1,502,899	38.3%
Savings	393,217	9.6%	445,319	11.2%	531,466	13.6%
Time	996,770	24.4%	988,252	24.9%	949,700	24.2%
Total Deposits	$4,092,966	100.0%	$3,972,920	100.0%	$3,919,271	100.0%

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 9 of 11

Umpqua Holdings Corporation
Selected Ratios
(Unaudited)
		Quarter Ended:
	September 30, 2005	June 30, 2005	September 30, 2004
Net Interest Spread:
Yield on loans and leases	7.11%	6.76%	6.35%
Yield on taxable investments	4.34%	4.27%	4.19%
Yield on tax-exempt investments (1)	5.84%	6.59%	6.78%
Yield on temporary investments	3.38%	2.76%	1.55%
Total yield on earning assets (1)	6.65%	6.36%	5.91%
Cost of interest bearing deposits	2.09%	1.80%	1.29%
Cost of securities sold under agreements
to repurchase and fed funds purchased	2.52%	2.26%	1.37%
Cost of borrowings	2.75%	2.06%	1.78%
Cost of trust preferred securities	6.50%	6.16%	4.93%
Total cost of interest bearing liabilities	2.33%	2.03%	1.50%
Net interest spread (1)	4.32%	4.33%	4.41%
Net interest margin (1)	4.89%	4.81%	4.73%
Return on average assets	1.55%	1.29%	1.13%
Return on average tangible assets	1.69%	1.40%	1.23%
Return on average equity	11.01%	9.11%	8.46%
Return on average tangible equity	25.43%	21.61%	21.81%
Bank Only Ratios:
Umpqua Bank efficiency ratio	50.78%	52.95%	59.04%
Umpqua Bank net interest margin	5.13%	5.05%	4.93%

(1) Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 10 of 11

Umpqua Holdings Corporation
Selected Ratios
(Unaudited)
	Nine Months Ended:
	September 30, 2005	September 30, 2004
Net Interest Spread:
Yield on loans and leases	6.84%	6.25%
Yield on taxable investments	4.28%	4.02%
Yield on tax-exempt investments (1)	6.37%	6.70%
Yield on temporary investments	2.96%	1.35%
Total yield on earning assets (1)	6.42%	5.81%
Cost of interest bearing deposits	1.83%	1.28%
Cost of securities sold under
agreements to repurchase and fed funds purchased	2.37%	1.05%
Cost of borrowings	2.09%	1.82%
Cost of trust preferred securities	6.17%	4.75%
Total cost of interest bearing liabilities	2.06%	1.47%
Net interest spread (1)	4.36%	4.34%
Net interest margin (1)	4.84%	4.66%
Return on average assets	1.36%	1.15%
Return on average tangible assets	1.49%	1.23%
Return on average equity	9.66%	9.66%
Return on average tangible equity	22.87%	21.48%
Bank Only Ratios:
Umpqua Bank efficiency ratio	52.44%	58.24%
Umpqua Bank net interest margin	5.08%	4.84%

(1) Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.

Umpqua Holdings Corporation Announces Third Quarter 2005 Results
October 20, 2005
Page 11 of 11

Umpqua Holdings Corporation
Mortgage Banking Statistical Analysis
(unaudited)
		Quarter ended:
	September 30, 2005	June 30, 2005	September 30, 2004
Dollars in thousands
Mortgage Servicing Rights (MSR):
Mortgage loans serviced for others	$1,015,597	$1,026,088	$1,093,460
MSR Asset (gross)	$12,871	$12,455	$11,900
Less: Valuation reserve	(2,142)	(3,187)	(760)
MSR Asset (net of reserve)	$10,729	$9,268	$11,140
MSR as % of serviced portfolio	1.06%	0.90%	1.02%
Mortgage Banking Revenue:
Origination and sale	$2,102	$2,156	$2,065
Servicing	109	183	196
MSR valuation reserve change	1,045	(2,111)	(319)
Total Mortgage Banking Revenue	$3,256	$228	$1,942
Diluted earnings per share
contribution (loss) of Mortgage
Group	$0.02	$(0.02)	$0.01
	Nine Months ended:
	September 30, 2005	September 30, 2004
Dollars in thousands
Mortgage Banking Revenue:
Origination and sale	$5,655	$5,241
Servicing	529	(398)
MSR valuation reserve change	(1,350)	1,147
Total Mortgage Banking Revenue	$4,834	$5,990
Diluted earnings per share
contribution of Mortgage Group	$0.01	$0.04

# # #

EX-99.2

                                                                                                                                                    EXHIBIT 99.2

UMPQUA HOLDINGS CORPORATION
Statistical Supplement
(in thousands, except share data and ratios: unaudited)
																										Years Ended December 31,
	3rd Qtr		2nd Qtr			1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr		4th Qtr	3rd Qtr			2nd Qtr		1st Qtr
	2005		2005			2005		2004		2004		2004		2004		2003	2003			2003		2003	YTD 9/2005			2004		2003		2002
Income Statement Data
Interest income	$      73,221		$    67,663		$	64,474	$	63,240	$	59,265	$	38,646	$	36,907	$	36,608	$      35,927		$	34,281	$	35,317	$	205,358	$	198,058	$	142,132	$	100,325
Interest expense	19,420		16,581			14,624		13,566		11,856		7,557		7,392		6,804		6,839		7,480		7,738		50,625		40,371		28,860		23,797
Net interest income	53,801		51,082			49,850		49,674		47,409		31,089		29,515		29,804	29,088			26,801		27,579		154,733		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	53,801		49,682			48,850		46,007		45,930		29,989		28,440		28,729	28,038			25,851		26,104		152,333		150,367		108,722		72,640
Service fees		5,778		5,426		4,822		5,434		5,570		3,273		3,127		3,188		3,256		3,198		2,914		16,026		17,404		12,556		8,640
Brokerage fees & commissions		2,735		2,879		3,129		3,188		2,736		3,014		2,891		2,554		2,635		2,370		1,939		8,743		11,829		9,498		9,012
Mortgage banking revenue, net		3,256		228		1,350		1,665		1,942		2,399		1,649		1,200		3,160		2,834		4,279		4,834		7,655		11,473		9,073
Gain (loss) on sale of securities		28		1,398		-		-		13		6		-		2		10		2,136		7		1,426		19		2,155		(497)
Other income (3)		1,985		1,993		1,301		7,930		1,412		716		793		760		455		1,100		1,045		5,279		10,851		3,361		2,113
Total noninterest income	13,782		11,924			10,602		18,217		11,673		9,408		8,460		7,704		9,516		11,638		10,184		36,308		47,758		39,043		28,341
Salaries and employee benefits	20,708		20,361			20,279		20,248		19,685		13,753		13,665		13,583	13,438			13,171		12,899		61,348		67,351		53,090		37,117
Occupancy and equipment		6,291		6,109		6,133		5,809		5,688		4,153		4,115		3,770		3,534		3,947		3,582		18,533		19,765		14,834		9,596
Other non interest expense	10,084			9,791		8,922		9,820		10,150		6,550		5,946		6,077		6,332		6,760		6,093		28,797		32,466		25,263		17,249
Total noninterest expense	37,083		36,261			35,334		35,877		35,523		24,456		23,726		23,430	23,304			23,878		22,574		108,678		119,582		93,187		63,962
Income before income tax & merger expense	30,500		25,345			24,118		28,347		22,080		14,941		13,174		13,003	14,250			13,611		13,714		79,963		78,542		54,578		37,020
Provision for income taxes	10,577			9,243		9,038		10,383		7,301		5,464		4,645		4,412		4,983		4,807		4,925		28,858		27,793		19,127		13,332
Net income before merger expenses	$      19,923		$    16,102		$	15,080	$	17,964	$	14,779	$	9,477	$	8,529	$	8,591	$	9,267	$	8,804	$	8,789	$	51,105	$	50,749	$	35,451	$	23,689
Merger expenses net of tax benefit		-		96		61		1,695		1,411		346		131		-		251		672		409		157		3,583		1,332		1,721
Net income	$      19,923		$    16,006		$	15,019	$	16,269	$	13,368	$	9,131	$	8,398	$	8,591	$	9,016	$	8,132	$	8,380	$	50,948	$	47,166	$	34,119	$	21,968
Share Data
Before Merger Expenses:
Basic earnings per common share	$	0.45	$	0.36	$	0.34	$	0.41	$	0.35	$	0.33	$	0.30	$	0.30	$	0.33	$	0.31	$	0.31	$	1.15	$	1.42	$	1.25	$	1.13
Diluted earnings per common share	$	0.44	$	0.36	$	0.34	$	0.40	$	0.34	$	0.33	$	0.30	$	0.30	$	0.32	$	0.31	$	0.31	$	1.14	$	1.40	$	1.24	$	1.11
After Merger Expenses:
Basic earnings per common share	$	0.45	$	0.36	$	0.34	$	0.37	$	0.32	$	0.32	$	0.30	$	0.30	$	0.32	$	0.29	$	0.30	$	1.15	$	1.32	$	1.21	$	1.04
Diluted earnings per common share	$	0.44	$	0.36	$	0.33	$	0.36	$	0.31	$	0.32	$	0.29	$	0.30	$	0.31	$	0.28	$	0.29	$	1.13	$	1.30	$	1.19	$	1.03
Tangible book value per common share	$	7.19	$	6.92	$	6.51	$	6.31	$	5.97	$	5.76	$	5.99	$	5.61	$	5.36	$	5.10	$	4.86	$	7.19	$	6.31	$	5.61	$	4.55
Book value per common share	$	16.34	$	16.08	$	15.68	$	15.55	$	15.28	$	11.41	$	11.59	$	11.23	$	11.00	$	10.77	$	10.57	$	16.34	$	15.55	$	11.23	$	10.30
Cash dividends per common share	$	0.08	$	0.06	$	0.06	$	0.06	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04	$	0.04	$	0.04	$	0.20	$	0.22	$	0.16	$	0.16
Ratio of dividends declared to net income	17.87%		16.71%			17.77%		16.30%		19.74%		18.54%		13.57%		13.23%	12.59%			13.92%		13.50%		17.48%		17.22%		13.29%		16.09%
Shares outstanding	44,476,104		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		44,476,104		44,211,075		28,411,816		27,980,591
Basic weighted average shares of common stock outstanding	44,467,888		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		44,412,115		35,804,038		28,294,291		21,054,351
Common stock equivalents	553,991		551,999			631,877		749,393		740,631		325,199		373,883		413,101	359,195			384,083		412,669		572,077		541,405		371,779		251,686
Fully diluted weighted average shares of common stock outstanding	45,021,879		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		44,984,192		36,345,443		28,666,070		21,306,037
Reconciliation of core earnings per diluted share:
Net income per diluted share	$	0.44	$	0.36	$	0.33	$	0.36	$	0.31	$	0.32	$	0.29	$	0.30	$	0.31	$	0.28	$	0.29	$	1.13	$	1.30	$	1.19	$	1.03
less non-core items, after tax:
MSR valuation recovery (impairment)	$	0.01	$	(0.03)   $		-	$	-	$	-	$	0.01	$	0.01	$	-	$	0.02	$	(0.02) $		-	$	(0.02) $		0.01	$	-	$	(0.02)
Securities gains	$	-	$	0.02	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	0.05	$	-	$	0.02	$	-	$	0.05	$	(0.01)
Corporate state tax credit	$	0.01	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	0.01	$	-	$	-	$	-
Gain on sale of discontinued operation	$	-	$	-	$	-	$	0.08	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	0.09	$	-	$	-
Income from discontinued operation	$	-	$	-	$	-	$	-	$	-	$	0.01	$	-	$	0.01	$	0.01	$	0.01	$	0.01	$	-	$	0.01	$	0.02	$	0.02
Merger related expense	$	-	$	-	$	(0.01)      $		(0.04)   $		(0.03)     $		(0.01)    $		(0.01)    $		-	$	(0.01)   $		(0.03)   $		(0.02)    $		-	$	(0.10) $		(0.05) $		(0.08)
Core earnings, excluding items below	$	0.42	$	0.37	$	0.34	$	0.32	$	0.34	$	0.31	$	0.29	$	0.29	$	0.29	$	0.27	$	0.30	$	1.12	$	1.29	$	1.17	$	1.12
Balance Sheet Data (at period end)
Investment securities	$    708,737		$   585,033		$	652,849	$	689,368	$	752,417	$	574,009	$	518,496	$	517,781	$ 422,973		$	370,878	$	374,000	$	708,737	$	689,368	$	517,781	$	349,615
Loans & leases, gross (excl held-for-sale)	3,696,820		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		3,696,820		3,467,904		2,003,587		1,778,315
Less: Allowance for credit losses	43,603		44,510			45,360		44,229		43,374		27,319		26,287		25,352	25,312			25,316		24,538		43,603		44,229		25,352		24,731
Loans & leases, net (excl held-for-sale)	3,653,217		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		3,653,217		3,423,675		1,978,235		1,753,584
Intangible assets	407,059		407,072			407,788		408,460		409,516		159,575		159,661		159,585	160,012			160,547		161,181		407,059		408,460		159,585		160,967
Total assets	5,186,382		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		5,186,382		4,873,035		2,963,815		2,555,964
Total deposits	4,092,966		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		4,092,966		3,799,107		2,378,192		2,103,790
Total shareholders' equity	726,764		714,737			696,947		687,613		671,977		322,039		330,237		318,969	311,987			305,104		298,469		726,764		687,613		318,969		288,159
Balance Sheet Data (averages)
Loans & leases, gross (excl held-for-sale)	$ 3,640,617		$ 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		$	3,557,648	$	2,679,576	$	1,868,165	$	1,134,832
Loans held for sale	18,021		15,463			13,735		22,831		29,915		29,245		25,100		39,868	72,831			40,678		34,298		15,756		26,770		47,005		22,592
Earning assets	4,382,499		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		4,295,746		3,392,475		2,359,142		1,449,250
Total assets	5,088,738		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		4,993,162		3,919,985		2,710,388		1,614,775
Non interest bearing demand deposits	1,007,113		949,610			894,916		935,648		875,741		607,543		571,131		585,655	583,422			531,779		473,501		950,957		748,380		544,006		309,502
Interest bearing deposits	3,049,773		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		2,995,811		2,342,117		1,688,076		1,054,922
Interest bearing liabilities	3,308,962		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		3,282,451		2,644,525		1,829,240		1,124,753
Total shareholders' equity	717,827		704,466			693,551		679,387		628,667		327,064		324,191		314,184	305,751			301,314		292,767		705,371		490,724		303,569		161,774

UMPQUA HOLDINGS CORPORATION
Statistical Supplement
(in thousands, except share data and ratios: unaudited)
													Years Ended December 31,
	3rd Qtr	2nd Qtr	1st Qtr	4th Qtr	3rd Qtr	2nd Qtr	1st Qtr	4th Qtr	3rd Qtr	2nd Qtr	1st Qtr
	2005	2005	2005	2004	2004	2004	2004	2003	2003	2003	2003	YTD 9/2005	2004	2003	2002
Other Financial Data
Total loan charge-offs	$ 3,289	$  3,239	$  612	$  3,443	$  2,124	$    415	$  447	$  1,591	$  2,045	$  466	$  1,975	$  7,140	$  6,429	$  6,077	$  2,792
Total loan recoveries	2,382	989	743	631	659	347	307	556	991	294	307	4,114	1,944	2,148	558
Net loan charge-offs (recoveries)	907	2,250	(131)	2,812	1,465	68	140	1,035	1,054	172	1,668	3,026	4,485	3,929	2,234
Loans 90 days past due and still accruing	537	1,148	2,240	737	497	704	1,246	927	533	1,112	963	537	737	927	3,243
Non-accrual loans	7,720	19,458	21,420	21,836	27,299	11,648	10,554	10,498	12,861	20,767	16,853	7,720	21,836	10,498	15,152
Total nonperforming loans	8,257	20,606	23,660	22,573	27,796	12,352	11,800	11,425	13,394	21,879	17,816	8,257	22,573	11,425	18,395
Other real estate owned	213	213	213	979	641	724	1,711	2,529	2,452	2,504	3,430	213	979	2,529	2,209
Nonperforming assets	8,470	20,819	23,873	23,552	28,437	13,076	13,511	13,954	15,846	24,383	21,246	8,470	23,552	13,954	20,604
Selected Ratios
Net Income Before Merger Expenses:
Return on average total assets (annualized)	1.55%	1.30%	1.25%	1.45%	1.25%	1.23%	1.17%	1.19%	1.33%	1.34%	1.38%	1.37%	1.29%	1.31%	1.47%
Return on average tangible assets (annualized)	1.69%	1.41%	1.36%	1.58%	1.36%	1.29%	1.23%	1.28%	1.43%	1.43%	1.46%	1.49%	1.39%	1.39%	1.51%
Return on average total shareholders' equity (annualized)	11.01%	9.17%	8.82%	10.52%	9.35%	11.65%	10.58%	10.85%	12.02%	11.72%	12.17%	9.69%	10.34%	11.68%	14.64%
Return on average tangible shareholders' equity (annualized)	25.43%	21.74%	21.43%	26.46%	24.11%	22.76%	20.84%	22.10%	25.31%	25.19%	27.04%	22.94%	23.97%	24.80%	19.76%
Efficiency ratio (2) - Umpqua Bank only	50.78%	52.71%	53.62%	48.40%	55.43%	55.11%	58.16%	56.89%	55.94%	57.51%	54.98%	52.31%	53.51%	56.32%	55.58%
Efficiency ratio (2)	54.71%	57.24%	58.11%	52.55%	59.74%	60.09%	62.14%	62.10%	59.98%	61.55%	59.16%	56.62%	57.88%	60.70%	60.15%
Non interest revenue to Total revenue (TE)	20.33%	18.82%	17.44%	26.68%	19.63%	23.12%	22.16%	20.42%	24.49%	30.00%	26.69%	18.92%	23.11%	25.43%	26.65%
Effective tax rate	34.68%	36.47%	37.47%	36.63%	33.07%	36.57%	35.26%	33.93%	34.97%	35.32%	35.91%	36.09%	35.39%	35.05%	36.01%
Net Income After Merger Expenses:
Return on average total assets (annualized)	1.55%	1.29%	1.24%	1.32%	1.13%	1.18%	1.15%	1.19%	1.30%	1.24%	1.32%	1.36%	1.20%	1.26%	1.36%
Return on average tangible assets (annualized)	1.69%	1.40%	1.35%	1.44%	1.23%	1.25%	1.21%	1.28%	1.40%	1.32%	1.39%	1.49%	1.30%	1.34%	1.40%
Return on average total shareholders' equity (annualized)	11.01%	9.11%	8.78%	9.53%	8.46%	11.23%	10.42%	10.85%	11.70%	10.83%	11.61%	9.66%	9.61%	11.24%	13.58%
Return on average tangible shareholders' equity (annualized)	25.43%	21.61%	21.34%	23.96%	21.81%	21.93%	20.52%	22.10%	24.63%	23.27%	25.78%	22.87%	22.27%	23.87%	18.33%
Average yield on earning assets (1) (annualized)	6.65%	6.36%	6.24%	6.02%	5.91%	5.68%	5.78%	5.85%	5.95%	6.05%	6.51%	6.42%	5.87%	6.08%	7.02%
Interest expense to interest bearing liabilities(2)(annualized)	2.33%	2.03%	1.82%	1.66%	1.50%	1.42%	1.47%	1.39%	1.47%	1.69%	1.78%	2.06%	1.53%	1.58%	2.12%
Net interest spread (1)	4.32%	4.33%	4.42%	4.36%	4.41%	4.26%	4.31%	4.45%	4.48%	4.36%	4.73%	4.36%	4.34%	4.50%	4.91%
Interest expense to earning assets (annualized)	1.76%	1.55%	1.41%	1.28%	1.17%	1.10%	1.15%	1.08%	1.12%	1.31%	1.41%	1.58%	1.19%	1.22%	1.64%
Net interest margin (1) (annualized)	4.89%	4.81%	4.83%	4.74%	4.73%	4.57%	4.63%	4.77%	4.82%	4.74%	5.10%	4.84%	4.68%	4.85%	5.38%
Net interest margin (1) (annualized) - Umpqua Bank only	5.13%	5.05%	5.06%	4.96%	4.93%	4.74%	4.80%	4.91%	4.98%	4.90%	5.27%	5.08%	4.88%	5.01%	5.44%
Asset Quality Ratios
Allowance for credit losses to ending total loans and leases	1.22%	1.27%	1.32%	1.31%	1.34%	1.27%	1.27%	1.27%	1.31%	1.35%	1.35%	1.22%	1.31%	1.27%	1.39%
Nonperforming loans to ending total loans and leases	0.22%	0.57%	0.67%	0.65%	0.84%	0.57%	0.57%	0.57%	0.69%	1.17%	0.98%	0.22%	0.65%	0.57%	1.03%
Nonperforming assets to ending total assets	0.16%	0.41%	0.48%	0.48%	0.58%	0.41%	0.45%	0.47%	0.56%	0.89%	0.80%	0.16%	0.48%	0.47%	0.81%
Net loan charge-offs (recoveries) to avg loans and leases (annualized)	0.10%	0.25%	-0.02%	0.33%	0.18%	0.01%	0.03%	0.21%	0.22%	0.04%	0.38%	0.17%	0.17%	0.21%	0.20%
Capital Ratio
Average shareholders' equity to average assets	14.11%	14.14%	14.13%	13.81%	13.39%	10.53%	11.02%	10.97%	11.08%	11.43%	11.35%	14.13%	12.52%	11.20%	10.02%
Year to Date Growth
Loans & leases, gross (excl held-for-sale)	6.60%	4.16%	1.85%	73.08%	65.86%	7.43%	3.51%	12.67%	8.84%	5.56%	2.53%	6.60%	73.08%	12.67%	75.01%
Deposits	7.73%	4.58%	4.07%	59.75%	64.80%	4.24%	2.13%	13.04%	7.58%	8.51%	3.56%	7.73%	59.75%	13.04%	74.60%
Total assets	6.43%	3.40%	2.23%	64.42%	66.82%	6.39%	1.15%	15.96%	9.99%	7.48%	3.52%	6.43%	64.42%	15.96%	78.90%
Mortgage Banking Revenue
Gain (loss) on origination and sale	2,101	2,156	1,397	1,447	2,065	1,903	1,273	1,208	2,424	4,867	4,985	5,654	6,688	13,484	10,834
Servicing income before accelerated amortization	671	684	683	693	703	314	307	299	318	323	253	2,038	2,017	1,193	804
Accelerated servicing right amortization	(561)	(501)	(446)	(443)	(507)	(684)	(531)	(527)	(1,222)	(1,056)	(709)	(1,508)	(2,165)	(3,514)	(1,342)
Sub total before mortgage servicing right (MSR) valuation change	2,211	2,339	1,634	1,697	2,261	1,533	1,049	980	1,520	4,134	4,529	6,184	6,540	11,163	10,296
MSR valuation change	1,045	(2,111)	(284)	(32)	(319)	866	600	220	1,640	(1,700)	(250)	(1,350)	1,115	(90)	(1,221)
Total Mortgage Banking Revenue	3,256	228	1,350	1,665	1,942	2,399	1,649	1,200	3,160	2,434	4,279	4,834	7,655	11,073	9,075
Mortgage Servicing Right Asset
Gross Mortgage Servicing Right Asset	12,871	12,455	12,157	11,946	11,900	11,832	12,266	12,515	12,859	13,041	12,646	12,871	11,946	12,515	11,533
less: valuation reserve	(2,142)	(3,187)	(1,076)	(792)	(760)	(441)	(1,307)	(1,907)	(2,127)	(3,767)	(2,467)	(2,142)	(792)	(1,907)	(2,217)
Net Mortgage Servicing Right Asset	10,729	9,268	11,081	11,154	11,140	11,391	10,959	10,608	10,732	9,274	10,179	10,729	11,154	10,608	9,316
Net Mortgage Servicing Right Asset as % of serviced loan portfolio	1.06%	0.90%	1.05%	1.05%	1.02%	1.02%	0.95%	0.91%	0.91%	0.77%	0.90%	1.06%	1.05%	0.91%	0.91%

 

(1)	Tax exempt interest income has been adjusted to a tax equivalent basis at a 35% effective tax rate.
(2)	Efficiency ratio is noninterest expense divided by the sum of net interest income (tax equivalent basis) plus noninterest income.
(3)	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.