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: July 19, 2007
(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 Street, Suite 1200
Portland, Oregon 97258
(address of Principal Executive Offices)(Zip Code)

(503) 727-4100
(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 19, 2007, Umpqua Holdings Corporation issued a press release announcing financial results for the second fiscal quarter of 2007. A copy of the press release is attached as Exhibit 99.1.

Item 7.01   Regulation FD Disclosure.

     On July 19, 2007, Umpqua Holdings Corporation announced plans to issue $130 million of new trust preferred securities over the next four months and to use the proceeds to redeem $75 million of trust preferred securities during the third and fourth quarter and to fund previously announced share repurchases and for other corporate purposes.

     Umpqua's forward-looking statements regarding the possible refinancing of trust preferred securities and use of proceeds to fund stock repurchases, which are provided under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, are subject to risks and uncertainties and actual results may differ materially from those anticipated and predicted. Specific risk factors are stated in the Company's reports filed with the SEC and also include whether Umpqua will receive regulatory approval to redeem and issue trust preferred securities and whether the funds will be used to fund repurchases.
 

Item 9.01   Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits.
	99.1 Earnings Press Release

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 19, 2007	By: /s/ Steven L. Philpott
	Steven L. Philpott
	Executive Vice President, General Counsel and
	Secretary

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contacts:
Ray Davis
President/CEO
Umpqua Holdings Corporation
503-727-4101
raydavis@umpquabank.com


Ron Farnsworth
SVP/Finance
Umpqua Holdings Corporation
503-727-4108
ronfarnsworth@umpquabank.com

UMPQUA HOLDINGS REPORTS SECOND QUARTER 2007
OPERATING EARNINGS OF $0.35 PER DILUTED SHARE

PORTLAND, Ore. – July 19, 2007 – Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Strand, Atkinson, Williams & York, Inc., today announced second quarter 2007 operating earnings of $21.3 million, or $0.35 per diluted share, compared to $20.6 million, or $0.42 per diluted share, for the second quarter of 2006. Operating earnings exclude merger related expenses, net of tax.

Including merger related expenses, net income for the second quarter of 2007 was $19.9 million, or $0.32 per diluted share, compared to $19.6 million, or $0.40 per diluted share for the second quarter of 2006.

Significant items for the second quarter include:

• North Bay Bancorp acquisition and system conversion complete, anticipated cost savings are on track;
• Year to date annualized loan growth of 7%, excluding the acquisition;
• Year to date annualized deposit growth of 4%, excluding the acquisition, with non-interest bearing demand deposit mix increasing from 20.2% to 21.2%;
• Net interest margin, on a tax equivalent basis, declined 13 basis points during the second quarter, to 4.34%, of which 7 basis points related to interest reversal on non-performing loans;
• Cost of interest bearing deposits increased 4 basis points during second quarter, lowest rate of quarterly growth in three years;
• Provision for loan losses of $3.4 million, related to a $34.7 million net increase in non-performing loans, and $1.2 million interest reversal in the second quarter, represents a $0.04 reduction per diluted share;
• Net recoveries of $59 thousand year to date;
• Total non-interest income increased 14% on a sequential quarter basis;
• On track with non-acquisition related cost saving initiatives announced in first quarter;
• Bank efficiency ratio, excluding merger related expenses, improved from 55.88% in the first quarter to 54.32% in the second quarter;
• Repurchased 2.37 million shares during the second quarter.

Umpqua Holdings Corporation Announces Second Quarter 2007 Results
July 19, 2007
Page 2 of 13

"Although the financial services industry is currently operating in a challenging environment, Umpqua has a team of seasoned and professional bank executives that have successfully faced similar challenges in the past,” said Umpqua Holdings Corporation president and CEO, Ray Davis. “We remain ever mindful of shareholder interests and will continue to build value for our investors. Accordingly, as a growth company we will open more stores, will roll out new product offerings and continue our innovative approach to banking.”

The following is a comparison of net income to operating earnings for all periods presented:

				Quarter ended:				Six months ended:
(Dollars in thousands, except per
share data)		6/30/07		3/31/07		6/30/06		6/30/07		6/30/06
Net Income	$	19,913	$	20,662	$	19,631	$	40,575	$	37,058
Add Back: Merger related
expenses, net of tax		1,430		332		994		1,762		1,144
Operating Earnings	$	21,343	$	20,994	$	20,625	$	42,337	$	38,202
Earnings per diluted share:
Net Income	$	0.32	$	0.35	$	0.40	$	0.67	$	0.79
Operating Earnings	$	0.35	$	0.36	$	0.42	$	0.70	$	0.81

Total consolidated assets as of June 30, 2007 were $8.1 billion, compared to $7.2 billion a year ago. Total gross loans and leases, and deposits, were $6.0 billion and $6.4 billion, respectively, as of June 30, 2007, compared to $5.3 billion and $5.5 billion, respectively, a year ago.

The Company completed its acquisition of North Bay Bancorp on April 26, 2007. The Company issued 5,170,941 shares in connection with the acquisition, with a total deal value of $142.3 million. The system integration with North Bay Bancorp was completed in May 2007.

The following table presents the year to date 2007 organic growth rates, which exclude the effects of the North Bay Bancorp acquisition:

		Loans and
(in thousands)		Leases			Deposits			Assets
As reported, 6/30/07	$	5,981,750		$	6,414,425		$	8,144,558
less: 12/31/06 balances		5,361,862			5,840,294			7,344,236
Total growth		619,888			574,131			800,322
less: acquisition		442,950			462,624			725,205
Organic growth	$	176,938		$	111,507		$	75,117
Annualized organic growth rate		7	%		4	%		2	%

During the first half of 2007, the Company had net recoveries of $59 thousand, compared to net recoveries of $513 thousand for the first half of 2006. Non-performing loans and leases were $48.0 million at June 30, 2007, representing 0.80% of total loans and leases. The allowance for credit losses was 1.17% of total loans and leases at June 30, 2007. During the second quarter, the Company reversed $1.2 million of interest related to new non-performing loans.

Umpqua Holdings Corporation Announces Second Quarter 2007 Results
July 19, 2007
Page 3 of 13

The Company reported a tax equivalent net interest margin of 4.34% for the second quarter of 2007, compared to 4.68% for the second quarter of 2006, and 4.47% for the first quarter of 2007. The decrease in net interest margin over these time periods resulted from increases in short-term market interest rates and the competitive climate, characterized by increasing deposit costs combined with declining earning asset yields, which was partially attributed to the interest reversal discussed previously. The interest reversal noted above resulted in a 7 basis point decline in the tax equivalent net interest margin during the quarter.

Excluding merger related expenses, the Bank efficiency ratio was 54.32% for the second quarter, down from 55.88% for the first quarter. The decrease related primarily to achievement of cost saving initiatives during the second quarter.

During the first quarter of 2007, the Company elected early adoption of Statements of Financial Accounting Standard (SFAS) 157 and 159, effective January 1, 2007. SFAS 159, which was issued in February 2007, permits the measurement of selected financial instruments at fair value as of specified election dates. Upon adoption of SFAS 159, the Company selected the fair value measurement option only on certain junior subordinated debentures. The initial fair value measurement of these debentures resulted in a $2.1 million cumulative-effect adjustment, net of tax, recorded as a reduction in retained earnings as of January 1, 2007. The income effect of this fair value adjustment for the first quarter of 2007 of $329 thousand was previously reported in interest expense on junior subordinated debentures. During the second quarter of 2007, this amount was reclassified to other non-interest income.

As of June 30, 2007, total shareholders’ equity was $1.3 billion. Book value per share was $20.48 and tangible book value per share was $7.96. During the second quarter, the Company repurchased 2,366,421 shares of stock at a weighted average price of $25.48 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 non-GAAP financial measures provide investors with information useful in understanding Umpqua’s financial performance. Umpqua provides measures based on “operating earnings,” which exclude merger-related expenses. Operating earnings per diluted share is calculated by dividing operating earnings by the same diluted share total used in determining diluted earnings per share.

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.

Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to various risk factors, including those set forth from time to time in our filings with the SEC. You should not place undue reliance on forward-looking statements and we undertake no obligation to update any such statements. In this press release we make forward-looking statements about opening new stores and introducing new products.

Umpqua Holdings Corporation Announces Second Quarter 2007 Results
July 19, 2007
Page 4 of 13

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 144 locations between Napa, Calif. and Bellevue, Wash., along the Oregon and Northern California Coast and in Central Oregon. 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, Ore. For more information, visit www.umpquaholdingscorp.com.

Umpqua Holdings Corporation will conduct a quarterly earnings conference call Thursday, July 19, 2007, at 10:00 a.m. PST (1:00 p.m. EST) during which the Company will discuss first quarter 2007 results and provide an update on recent activities. 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 800-369-2088 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 800-365-4718, or by visiting the Company’s website.

Umpqua Holdings Corporation Announces Second Quarter 2007 Results
July 19, 2007
Page 5 of 13
Umpqua Holdings Corporation    Consolidated Statements of Income
		(Unaudited)
					Quarter Ended:
Dollars in thousands, except per share data		June 30, 2007			March 31, 2007		June 30, 2006
Interest income
Loans and leases	$	111,797		$	103,981	$	86,004
Interest and dividends on investments:
Taxable		8,720			7,519		6,693
Exempt from federal income tax		1,335			1,228		854
Dividends		88			65		56
Temporary investments		616			894		336
Total interest income		122,556			113,687		93,943
Interest expense
Deposits		44,581			41,031		25,953
Repurchase agreements and
fed funds purchased		824			403		1,802
Junior subordinated debentures		4,022			3,863		3,376
Term debt		813			80		2,055
Total interest expense		50,240			45,377		33,186
Net interest income		72,316			68,310		60,757
Provision for loan and lease losses		3,413			83		54
Non-interest income
Service charges		8,148			7,052		6,450
Brokerage fees		2,679			2,417		2,534
Mortgage banking revenue		2,607			1,799		2,503
Gain (loss) on sale of securities		(2	)		5		(1	)
Other income		2,498			2,692		2,320
Total non-interest income		15,930			13,965		13,806
Non-interest expense
Salaries and benefits		28,898			28,269		23,337
Occupancy and equipment		8,782			8,826		7,199
Intangible amortization		1,490			1,143		791
Other		12,392			11,220		10,260
Merger related expenses		2,383			554		1,656
Total non-interest expense		53,945			50,012		43,243
Income before provision for income taxes		30,888			32,180		31,266
Provision for income tax		10,975			11,518		11,635
Net income	$	19,913		$	20,662	$	19,631
Weighted average shares outstanding		60,679,485			58,176,465		48,528,525
Weighted average diluted shares outstanding		61,397,575			58,830,444		48,994,482
Earnings per share – Basic	$	0.33		$	0.36	$	0.40
Earnings per share – Diluted	$	0.32		$	0.35	$	0.40

Umpqua Holdings Corporation Announces Second Quarter 2007 Results
July 19, 2007
Page 6 of 13

Umpqua Holdings Corporation   Consolidated Statements of Income (Unaudited)
		Six Months Ended:
Dollars in thousands, except per share data		June 30, 2007		June 30, 2006
Interest income
Loans and leases	$	215,778	$	159,124
Interest and dividends on investments:
Taxable		16,239		13,404
Exempt from federal income tax		2,563		1,598
Dividends		153		100
Temporary investments		1,510		463
Total interest income		236,243		174,689
Interest expense
Deposits		85,612		46,991
Repurchase agreements and
fed funds purchased		1,227		4,191
Trust preferred securities		7,885		6,388
Other borrowings		893		2,083
Total interest expense		95,617		59,653
Net interest income		140,626		115,036
Provision for loan and lease losses		3,496		75
Non-interest income
Service charges		15,200		11,934
Brokerage fees		5,096		4,902
Mortgage banking revenue		4,406		4,347
Gain (loss) on sale of securities		3		(1	)
Other income		5,190		4,826
Total non-interest income		29,895		26,008
Non-interest expense
Salaries and benefits		57,167		45,138
Occupancy and equipment		17,608		14,367
Intangible amortization		2,633		1,338
Other		23,612		19,473
Merger related expenses		2,937		1,907
Total noninterest expense		103,957		82,223
Income before income taxes		63,068		58,746
Provision for income tax		22,493		21,688
Net income	$	40,575	$	37,058
Weighted average shares outstanding		59,434,889		46,604,165
Weighted average diluted shares outstanding		60,131,603		47,111,951
Earnings per share – Basic	$	0.68	$	0.80
Earnings per share – Diluted	$	0.67	$	0.79

Umpqua Holdings Corporation Announces Second Quarter 2007 Results               July 19, 2007                    Page 7 of 13
Umpqua Holdings Corporation  Consolidated Balance Sheets (Unaudited)
Dollars in thousands, except per share data		June 30, 2007			March 31, 2007			June 30, 2006
Assets:
Cash and due from banks	$	182,739		$	140,986		$	176,983
Temporary investments		40,904			87,877			61,981
Investment securities:
Trading		3,090			3,010			376
Available for sale		893,125			786,301			692,910
Held to maturity		8,333			8,698			9,676
Loans held for sale		16,953			16,515			31,118
Loans and leases		5,981,750			5,392,137			5,296,720
Less: Allowance for loan and lease losses		(68,723	)		(60,263	)		(58,516	)
Loans and leases, net		5,913,027			5,331,874			5,238,204
Restricted equity securities		16,715			15,510			20,538
Premises and equipment, net		108,656			100,189			100,040
Other real estate owned		--			--			69
Mortgage servicing rights, net		9,966			9,524			11,550
Goodwill and other intangibles		767,710			677,854			682,789
Other assets		183,340			159,700			153,709
Total assets	$	8,144,558		$	7,338,038		$	7,179,943
Liabilities:
Deposits	$	6,414,425		$	5,830,905		$	5,464,770
Securities sold under agreements
to repurchase		59,553			48,434			61,720
Fed funds purchased		48,000			--			200,000
Term debt		75,095			7,461			57,081
Junior subordinated debentures, at fair value		99,808			100,076			--
Junior subordinated debentures, at amortized cost		105,213			105,480			204,222
Other liabilities		86,426			77,323			79,050
Total liabilities		6,888,520			6,169,679			6,066,843
Shareholders' equity:
Common stock		1,019,618			933,064			923,309
Retained earnings		251,715			242,870			208,335
Accumulated other comprehensive loss		(15,295	)		(7,575	)		(18,544	)
Total shareholders' equity		1,256,038			1,168,359			1,113,100
Total liabilities and shareholders' equity	$	8,144,558		$	7,338,038		$	7,179,943
Common shares outstanding at period end		61,315,960			58,223,810			57,651,533
Book value per share	$	20.48		$	20.07		$	19.31
Tangible book value per share	$	7.96		$	8.42		$	7.46
Tangible equity	$	488,328		$	490,505		$	430,311

Umpqua Holdings Corporation Announces Second Quarter 2007 Results         July 19, 2007                    Page 8 of 13
Umpqua Holdings Corporation Loan Portfolio (Unaudited)
Dollars in thousands		June 30, 2007			March 31, 2007			June 30, 2006
Loans and leases by class:
Commercial real estate	$	3,058,774		$	2,732,029		$	2,728,367
Residential real estate		371,894			315,764			301,390
Construction		1,148,726			1,155,821			1,142,487
Total real estate		4,579,394			4,203,614			4,172,244
Commercial		1,323,640			1,123,654			1,065,874
Leases		35,477			24,293			18,192
Installment and other		54,504			51,175			54,713
Deferred loan fees, net		(11,265	)		(10,599	)		(14,303	)
Total loans and leases	$	5,981,750		$	5,392,137		$	5,296,720
		Quarter Ended			Quarter Ended			Quarter Ended
Dollars in thousands		June 30, 2007			March 31, 2007			June 30, 2006
Allowance for credit losses
Balance beginning of period	$	60,263		$	60,090		$	44,546
Provision for loan and lease losses		3,413			83			54
Acquisitions		5,078			--			14,043
Charge-offs		(870	)		(713	)		(947	)
Less recoveries		839			803			820
Net (charge-offs) recoveries		(31	)		90			(127	)
Total Allowance for loan and lease losses		68,723			60,263			58,516
Reserve for unfunded commitments		1,273			1,231			2,145
Total Allowance for credit losses	$	69,996		$	61,494		$	60,661
Net charge-offs (recoveries) to average
loans and leases (annualized)		0.00	%		(0.01	)%		0.01	%
Recoveries to gross charge-offs		96	%		113	%		87	%
Allowance for credit losses to
loans and leases		1.17	%		1.14	%		1.15	%
Allowance for credit losses to
nonperforming loans and leases		146	%		463	%		828	%
Nonperforming loans and leases
to total loans and leases		0.80	%		0.25	%		0.14	%
Nonperforming assets:
Nonperforming loans and leases	$	47,955		$	13,296		$	7,330
Real estate owned		--			--			69
Total nonperforming assets	$	47,955		$	13,296		$	7,399

Umpqua Holdings Corporation Announces Second Quarter 2007 Results
July 19, 2007
Page 9 of 13

Umpqua Holdings Corporation Loan Portfolio (Unaudited)
		Six Months Ended:
Dollars in thousands		June 30, 2007			June 30, 2006
Allowance for credit losses
Balance beginning of period	$	60,090		$	43,885
Provision for loan and lease losses		3,496			75
Acquisitions		5,078			14,043
Charge-offs		(1,583	)		(1,560	)
Less recoveries		1,642			2,073
Net recoveries		59			513
Total Allowance for loan and lease losses		68,723			58,516
Reserve for unfunded commitments		1,273			2,145
Total Allowance for credit losses	$	69,996		$	60,661
Net recoveries to average
loans and leases		0.00	%		(0.02	)%
Recoveries to gross charge-offs		104	%		133	%

Deposits by Type                       (Unaudited)
		June 30, 2007				March 31, 2007				June 30, 2006
Dollars in thousands		Amount	Mix			Amount	Mix			Amount	Mix
Demand, non interest-bearing	$	1,358,235	21.2	%	$	1,180,536	20.2	%	$	1,264,249	23.1	%
Demand, interest-bearing		2,801,455	43.7	%		2,543,560	43.6	%		2,198,838	40.3	%
Savings		373,438	5.8	%		361,100	6.2	%		421,248	7.7	%
Time		1,881,297	29.3	%		1,745,709	30.0	%		1,580,435	28.9	%
Total Deposits	$	6,414,425	100.0	%	$	5,830,905	100.0	%	$	5,464,770	100.0	%

Umpqua Holdings Corporation Announces Second Quarter 2007 Results       July 19, 2007              Page 10 of 13
Umpqua Holdings Corporation  Selected Ratios (Unaudited)
			Quarter Ended:
	June 30, 2007		March 31, 2007		June 30, 2006
Net Interest Spread:
Yield on loans and leases	7.74	%	7.81	%	7.63	%
Yield on taxable investments	4.72	%	4.61	%	4.53	%
Yield on tax-exempt investments (1)	5.06	%	5.89	%	5.56	%
Yield on temporary investments	5.13	%	5.28	%	4.13	%
Total yield on earning assets (1)	7.33	%	7.42	%	7.22	%
Cost of interest bearing deposits	3.66	%	3.62	%	2.93	%
Cost of securities sold under agreements
to repurchase and fed funds purchased	3.74	%	3.00	%	4.09	%
Cost of term debt	4.63	%	3.76	%	5.04	%
Cost of junior subordinated debentures	7.62	%	7.60	%	7.63	%
Total cost of interest bearing liabilities	3.84	%	3.78	%	3.27	%
Net interest spread (1)	3.49	%	3.64	%	3.95	%
Net interest margin (1)	4.34	%	4.47	%	4.68	%
As reported:
Return on average assets	1.02	%	1.15	%	1.31	%
Return on average tangible assets	1.13	%	1.27	%	1.42	%
Return on average equity	6.44	%	7.22	%	9.18	%
Return on average tangible equity	16.11	%	17.36	%	21.17	%
Excluding merger related expense net of
tax (2):
Return on average assets	1.09	%	1.17	%	1.37	%
Return on average tangible assets	1.21	%	1.29	%	1.49	%
Return on average equity	6.91	%	7.33	%	9.64	%
Return on average tangible equity	17.26	%	17.64	%	22.24	%
Bank Only Ratios:
Umpqua Bank efficiency ratio (2)	54.32	%	55.88	%	51.78	%
Umpqua Bank net interest margin (1)	4.57	%	4.72	%	4.93	%

(1)	Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.
(2)	Excludes merger related expense, net of tax.

Umpqua Holdings Corporation Announces Second Quarter 2007 Results          July 19, 2007          Page 11 of 13
Umpqua Holdings Corporation   Selected Ratios (Unaudited)
	Six Months Ended:
June 30, 2007			June 30, 2006
Net Interest Spread:
Yield on loans and leases	7.77	%	7.51	%
Yield on taxable investments	4.66	%	4.49	%
Yield on tax-exempt investments (1)	5.42	%	5.57	%
Yield on temporary investments	5.22	%	4.17	%
Total yield on earning assets (1)	7.37	%	7.10	%
Cost of interest bearing deposits	3.64	%	2.79	%
Cost of securities sold under
agreements to repurchase and fed funds purchased	3.46	%	4.12	%
Cost of borrowings	4.54	%	5.02	%
Cost of trust preferred securities	7.61	%	7.51	%
Total cost of interest bearing liabilities	3.81	%	3.12	%
Net interest spread (1)	3.56	%	3.98	%
Net interest margin (1)	4.40	%	4.69	%
As reported:
Return on average assets	1.08	%	1.31	%
Return on average tangible assets	1.20	%	1.42	%
Return on average equity	6.81	%	9.32	%
Return on average tangible equity	16.72	%	21.10	%
Excluding merger related expense net of tax (2):
Return on average assets	1.13	%	1.35	%
Return on average tangible assets	1.25	%	1.46	%
Return on average equity	7.11	%	9.61	%
Return on average tangible equity	17.45	%	21.76	%
Bank Only Ratios:
Umpqua Bank efficiency ratio (2)	55.08	%	52.64	%
Umpqua Bank net interest margin (1)	4.64	%	4.94	%

(1)	Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.
(2)	Excludes merger related expense, net of tax.

Umpqua Holdings Corporation Announces Second Quarter 2007 Results
July 19, 2007
Page 12 of 13
Umpqua Holdings Corporation Average Balances          (Unaudited)
				Quarter Ended:
Dollars in thousands		June 30, 2007		March 31, 2007		June 30, 2006
Loans held for sale	$	15,468	$	15,004	$	14,619
Loans and leases		5,777,447		5,383,958		4,505,246
Earning assets		6,735,849		6,245,170		5,236,760
Goodwill & other intangibles		743,801		678,577		486,167
Total assets		7,840,422		7,256,788		6,030,752
Non interest bearing demand deposits		1,271,311		1,158,203		1,048,201
Interest bearing deposits		4,881,499		4,595,377		3,547,093
Total deposits		6,152,810		5,753,580		4,595,294
Interest bearing liabilities		5,252,179		4,864,543		4,064,871
Total shareholders’ equity		1,239,691		1,161,185		858,168
Tangible equity		495,890		482,608		372,001

Umpqua Holdings Corporation Average Balances (Unaudited)
		Six Months Ended:
Dollars in thousands		June 30, 2007		June 30, 2006
Loans held for sale	$	15,237	$	12,099
Loans and leases		5,581,789		4,261,765
Earning assets		6,491,865		4,980,754
Goodwill & other intangibles		711,369		447,405
Total assets		7,550,217		5,722,796
Non interest bearing demand deposits		1,215,069		1,008,573
Interest bearing deposits		4,739,228		3,396,277
Total deposits		5,954,297		4,404,850
Interest bearing liabilities		5,059,432		3,856,833
Total shareholders’ equity		1,200,655		801,494
Tangible equity		489,286		354,089

Umpqua Holdings Corporation Announces Second Quarter 2007 Results         July 19, 2007                    Page 13 of 13
Umpqua Holdings Corporation Mortgage Banking Statistical Analysis (unaudited)
					Quarter Ended:
		June 30, 2007			March 31, 2007			June 30, 2006
Dollars in thousands
Mortgage Servicing Rights (MSR):
Mortgage loans serviced for others	$	897,696		$	925,541		$	1,004,148
MSR Asset	$	9,966		$	9,524		$	13,735
Less: Valuation reserve (1)		--			--			(2,185	)
MSR Asset net	$	9,966		$	9,524		$	11,550
MSR net as % of serviced portfolio		1.11	%		1.03	%		1.15	%
Dollars in thousands
Mortgage Banking Revenue:
Origination and sale	$	1,700		$	1,728		$	1,937
Servicing		670			637			665
Amortization of MSR (1)		--			--			(321	)
MSR valuation reserve change		--			--			222
Change in fair value of MSR		237			(566	)		--
Total Mortgage Banking Revenue	$	2,607		$	1,799		$	2,503
		Six Months Ended:
		June 30, 2007			June 30, 2006
Dollars in thousands
Mortgage Banking Revenue:
Origination and sale	$	3,428		$	3,460
Servicing		1,307			1,340
Amortization of MSR (1)		--			(642	)
MSR valuation reserve change		--			189
Change in fair value of MSR		(329	)		--
Total Mortgage Banking Revenue	$	4,406		$	4,347

(1) The Company adopted SFAS No. 156 effective January 1, 2007, resulting in elimination of the mortgage servicing right valuation reserve and MSR amortization.

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