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: January 24, 2008
(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 January 24, 2008, Umpqua Holding Corporation issued a press release announcing fourth quarter and full year 2007 financial results. A copy of the press release is attached as Exhibit 99.1.

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: January 24, 2008	By: /s/ Kenneth E. Roberts
	Kenneth E. Roberts
	Assistant 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 FOURTH QUARTER AND FULL YEAR 2007 RESULTS

PORTLAND, Ore. – January 24, 2008 – Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Strand, Atkinson, Williams & York, Inc., today announced fourth quarter 2007 operating earnings of $9.6 million, or $0.16 per diluted share, compared to $24.8 million, or $0.42 per diluted share, for the fourth quarter of 2006. Operating earnings exclude merger related expenses, net of tax. Including merger related expenses, net income for the fourth quarter of 2007 was $9.5 million, or $0.16 per diluted share, compared to $24.5 million, or $0.42 per diluted share for the fourth quarter of 2006.

For the full year 2007, the Company reports operating earnings of $65.3 million, or $1.08 per diluted share, compared to $87.3 million, or $1.65 per diluted share, for the full year 2006. Including merger related expenses, net income for the full year 2007 was $63.3 million, or $1.05 per diluted share, compared to $84.4 million, or $1.59 per diluted share for the full year 2006.

Significant income statement items for the fourth quarter of 2007 include:

• Accrual for estimated pro-rata share of VISA membership litigation related to American Express ($3.9 million) and Discover ($1.2 million), reduced earnings per diluted share by $0.05 after tax;
• Reversal of $2.3 million in interest income related to new non-accrual loans, representing a reduction in earnings per diluted share of $0.02 after tax;
• Provision for loan losses of $17.8 million, representing a reduction of $0.18 per diluted share after tax; and,
• Lower effective tax rate to approximately 25% of pre-tax income based on increased impact of tax- credit investments, represents an addition of $0.02 per diluted share from the year to date September 2007 effective tax rate of 35%.

In addition:

• Non-performing assets ended the quarter at 1.18% of total assets, related primarily to the housing market downturn over the last two quarters and its impact on our residential development portfolio.
  Approximately $4.8 million of the non-performing assets were paid current in the first week of January 2008.
• Fourth quarter 2007 net charge-offs were $21.2 million. For the full year, net charge-offs were $22.0 million, or 0.38% of average loans;
• Full year organic loan and deposit growth was 5%, excluding the North Bay acquisition;
• Net interest margin, on a tax equivalent basis, declined 20 basis points during the fourth quarter, to 4.00%, of which 13 basis points related to interest reversal on new non-accrual loans noted above;
• Cost of interest bearing deposits decreased 16 basis points during the fourth quarter.

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 2 of 16

"Umpqua’s management team has been quick to identify and report problem credits associated with the economic down-turn plaguing the country. This has resulted in another quarter where the Company incurred a higher than normal provision for loan losses," said Ray Davis, president and CEO of Umpqua Holdings Corporation. "We have been active in aggressively resolving these credits and look forward to improved credit quality results in the future".

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

		Quarter ended:								Sequential			Year over
										Quarter		Year
(Dollars in thousands, except per share data)		12/31/07		9/30/07		12/31/06				% Change			% Change
Net Income	$	9,516	$	13,177			$	24,533		(28	)%		(61	)%
Add Back: Merger related expenses, net of tax		71		158				249		(55	)%		(71	)%
Operating Earnings	$	9,587	$	13,335			$	24,782		(28	)%		(61	)%
Earnings per diluted share:
Net Income	$	0.16	$	0.22			$	0.42		(27	)%		(62	)%
Operating Earnings	$	0.16	$	0.22			$	0.42		(27	)%		(62	)%
		Year ended:						Year over
									Year
(Dollars in thousands, except per share data)		12/31/07		12/31/06				% Change
Net Income	$	63,268	$	84,447				(25)%
Add Back: Merger related expenses, net of tax		1,991				2,864		(30)%
Operating Earnings	$	65,259	$	87,311				(25)%
Earnings per diluted share:
Net Income	$	1.05			$	1.59		(34)%
Operating Earnings	$	1.08			$	1.65		(35)%

Credit quality
Non-performing assets were $98.0 million, or 1.18% of total assets, as of December 31, 2007. Of this amount, $9.8 million represented loans past due greater than 90 days and still accruing interest, $81.3 million of non-accrual loans, and $6.9 million of other real estate owned. Included in non-accrual loans is one $24.7 million relationship where management anticipates no loss on future resolution. Excluding this relationship, non-accrual loans total $56.6 million, with an average balance of $1.6 million. Approximately $4.8 million of the loans past due greater than 90 days were paid current in the first week of January 2008.

Within other real estate owned, there were $14.5 million of additions during the fourth quarter, and $17.9 million of sales, resulting in the ending balance of $6.9 million at December 31, 2007.

Within the allowance for credit losses, the Company has identified $9.9 million of reserves related to these non-accrual loans, which are specifically measured for impairment. Management views this reserve as adequate to absorb future losses that may arise from resolution of these loans. The calculated provision for loan losses for the fourth quarter was $13.8 million. An additional provision of $4.0 million was added to the unallocated portion of the allowance due to the current economic environment, increasing the total provision recognized in the fourth quarter to $17.8 million. The unallocated portion of the allowance for credit losses

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 3 of 16

was 4.8% as of December 31, 2007, compared to an insignificant unallocated allowance in the previous quarter.

For the full year 2007, the Company had net charge-offs of $22.0 million, compared to net charge-offs of $574 thousand for the full year 2006. The ratio of net charge-offs to average loans was 0.38% for the full year 2007. The allowance for credit losses was 1.42% of total loans and leases at December 31, 2007, compared to 1.15% of total loans and leases at December 31, 2006.

Total construction loans at December 31, 2007 were $1.2 billion. Within this total, the residential development loan segment is $674 million, and decreased $90 million, or 12%, from September 30, 2007. The average residential development loan is $894 thousand. Oregon/Washington residential development loans total $391 million, a decrease of 7% from the third quarter. California residential development loans total $283 million, a decrease of 17% from the third quarter. The remaining $514 million in construction loans are commercial construction projects. These commercial construction loans are uniquely different than the residential development loans and are performing with no notable issues.

Net interest margin
The Company reported a tax equivalent net interest margin of 4.00% for the fourth quarter of 2007, compared to 4.73% for the fourth quarter of 2006, and 4.20% for the third quarter of 2007. The decrease in net interest margin over the last year resulted from volatility 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 income reversal discussed previously. The $2.3 million interest reversal on new non-accrual loans noted above resulted in a 13 basis point decline in the tax equivalent net interest margin during the quarter.

Balance sheet
The Company completed its acquisition of North Bay Bancorp on April 26, 2007 by issuing 5,163,573 shares in connection with this acquisition, with a total deal value of $142.3 million. The following table presents the 2007 organic growth rates, which exclude the effects of the North Bay Bancorp acquisition:

(dollars in thousands)		Loans and Leases			Deposits			Assets
As reported, 12/31/07	$	6,055,635		$	6,589,326		$	8,340,053
less: 12/31/06 balances		5,361,862			5,840,294			7,344,236
Total growth		693,773			749,032			995,817
less: acquisition		442,950			462,624			727,799
Organic growth	$	250,823		$	286,408		$	268,018
Annual organic growth rate		5	%		5	%		4	%

Total consolidated assets as of December 31, 2007 were $8.3 billion, compared to $7.3 billion a year ago. Total gross loans and leases, and deposits, were $6.1 billion and $6.6 billion, respectively, as of December 31, 2007, compared to $5.4 billion and $5.8 billion, respectively, a year ago.

As of December 31, 2007, total shareholders’ equity was $1.2 billion. Book value per share was $20.67 and tangible book value per share was $7.92. During 2007, the company repurchased 4.01 million shares of stock at a weighted average price of $23.73 per share. There were no repurchases of common stock during the fourth quarter of 2007. The total remaining available common shares authorized for repurchase is approximately 1.54 million.

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 4 of 16

VISA related accruals
On November 7, 2007, Visa Inc. announced that it had reached a settlement with American Express related to an antitrust lawsuit. Umpqua Bank and certain other Visa member banks are obligated to fund the settlement and share in losses resulting from litigation.

Previously, Visa Inc. announced that it completed restructuring transactions in preparation for an initial public offering of its Class A stock planned for early 2008, and, as part of those transactions, Umpqua's membership interest in Visa was exchanged for Class B stock of Visa, Inc. In connection with Visa's planned offering, it is expected that a portion of the Class B shares will be redeemed for cash, with the remaining shares to be converted to Class A shares three years after the offering or upon settlement of certain covered litigation, whichever is later. Visa is expected to set aside a portion of the proceeds from the offering to fund the American Express settlement and other litigation judgments or settlements that may occur.

In connection with the announced American Express settlement, Umpqua recorded, in the fourth quarter of 2007, a liability and corresponding expense of $3.9 million pre-tax. In addition, Visa notified the Company of a contingency reserve related to unsettled litigation with Discover Card. In connection with this potential contingency, Umpqua recorded, in the fourth quarter of 2007, a liability and corresponding expense of $1.2 million pre-tax. These membership litigation accruals, combined, represent $0.05 per diluted share after tax.

Although the outcome of Visa’s initial public offering is currently not known, Umpqua anticipates that its proportionate share of the proceeds of the planned initial public offering by Visa will more than offset any liabilities related to Visa litigation, and no cash payments from Umpqua will be made in settlement of these liabilities.

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 identification and management of problem loans, resolution of non-accrual loans, the level of anticipated non-performing assets and gross loan charge-offs in 2008, the adequacy of the allowance for loan losses, Visa's planned initial public offering, redemption and conversion of Visa Class B stock and the value of proceeds of redemption of Class B Visa stock. Specific risks that could cause results to differ from the forward-looking statements are set forth in our filings with the SEC and include, without limitation, further deterioration in credit quality, our ability to resolve non-accrual loans in a satisfactory manner, Visa's ability to complete its public offering as planned, Visa's financial performance and fluctuations in the value of Visa stock, additional Visa Inc. litigation and the timing of and our ability to liquidate equity interests in Visa.

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 5 of 16

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 147 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, January 24, 2008, at 10:00 a.m. PST (1:00 p.m. EST) during which the Company will discuss fourth quarter and full year 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 800-752-8363 a few minutes before 10:00 a.m. The conference ID is “29921028.” 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 two hours after the conference call by dialing 800-642-1687, or by visiting the Company’s website.

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 6 of 16

Umpqua Holdings Corporation Consolidated Statements of Income (Unaudited)
					Quarter Ended:
										Sequential		Year over
										Quarter		Year
Dollars in thousands, except per share data		Dec 31, 2007			Sep 30, 2007			Dec 31, 2006		% Change		% Change
Interest income
Loans and leases	$	112,050		$	116,111		$	106,757		(3	)%	5	%
Interest and dividends on investments:
Taxable		9,515			9,137			7,169		4	%	33	%
Exempt from federal income tax		1,671			1,588			1,142		5	%	46	%
Dividends		76			96			80		(21	)%	(5	)%
Temporary investments		976			929			1,366		5	%	(29	)%
Total interest income		124,288			127,861			116,514		(3	)%	7	%
Interest expense
Deposits		47,090			48,138			38,769		(2	)%	21	%
Repurchase agreements and
fed funds purchased		378			530			483		(29	)%	(22	)%
Junior subordinated debentures		4,492			4,444			3,856		1	%	16	%
Term debt		875			874			117		0	%	648	%
Total interest expense		52,835			53,986			43,225		(2	)%	22	%
Net interest income		71,453			73,875			73,289		(3	)%	(3	)%
Provision for loan and lease losses		17,814			20,420			125		(13	)%	nm
Non-interest income
Service charges		8,478			8,448			7,435		0	%	14	%
Brokerage fees		2,444			2,498			2,241		(2	)%	9	%
Mortgage banking revenue		2,019			1,366			1,768		48	%	14	%
Loss on sale of securities		(3	)		(13	)		(20	)	nm		nm
Other income		3,449			6,244			2,689		(45	)%	28	%
Total non-interest income		16,387			18,543			14,113		(12	)%	16	%
Non-interest expense
Salaries and benefits		27,692			28,005			27,315		(1	)%	1	%
Occupancy and equipment		9,011			9,166			8,845		(2	)%	2	%
Intangible amortization		1,694			1,767			1,195		(4	)%	42	%
Other		18,753			13,692			11,270		37	%	66	%
Merger related expenses		118			263			415		(55	)%	(72	)%
Total non-interest expense		57,268			52,893			49,040		8	%	17	%
Income before provision for income taxes		12,758			19,105			38,237		(33	)%	(67	)%
Provision for income tax		3,242			5,928			13,704		(45	)%	(76	)%
Net income	$	9,516		$	13,177		$	24,533		(28	)%	(61	)%
Weighted average shares outstanding		59,939,649			60,489,522			58,045,755		(1	)%	3	%
Weighted average diluted shares outstanding		60,343,710			61,065,401			58,774,890		(1	)%	3	%
Earnings per share – Basic	$	0.16		$	0.22		$	0.42		(27	)%	(62	)%
Earnings per share – Diluted	$	0.16		$	0.22		$	0.42		(27	)%	(62	)%
nm = not meaningful

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 7 of 16

Umpqua Holdings Corporation
Consolidated Statements of Income
(Unaudited)
		Twelve months ended:
Dollars in thousands, except per share data		Dec 31, 2007			Dec 31, 2006		% Change
Interest income
Loans and leases	$	443,939		$	372,201		19	%
Interest and dividends on investments:
Taxable		34,891			27,370		27	%
Exempt from federal income tax		5,822			3,882		50	%
Dividends		325			285		14	%
Temporary investments		3,415			2,203		55	%
Total interest income		488,392			405,941		20	%
Interest expense
Deposits		180,840			119,881		51	%
Repurchase agreements and
fed funds purchased		2,135			6,829		(69	)%
Trust preferred securities		16,821			14,215		18	%
Other borrowings		2,642			2,892		(9	)%
Total interest expense		202,438			143,817		41	%
Net interest income		285,954			262,124		9	%
Provision for loan and lease losses		41,730			2,552		1535	%
Non-interest income
Service charges		32,126			26,975		19	%
Brokerage fees		10,038			9,649		4	%
Mortgage banking revenue		7,791			7,560		3	%
Loss on sale of securities		(13	)		(21	)	nm
Other income		14,883			9,434		58	%
Total non-interest income		64,825			53,597		21	%
Non-interest expense
Salaries and benefits		112,864			98,840		14	%
Occupancy and equipment		35,785			31,752		13	%
Intangible amortization		6,094			3,728		63	%
Other		56,057			42,856		31	%
Merger related expenses		3,318			4,773		(30	)%
Total noninterest expense		214,118			181,949		18	%
Income before income taxes		94,931			131,220		(28	)%
Provision for income tax		31,663			46,773		(32	)%
Net income	$	63,268		$	84,447		(25	)%
Weighted average shares outstanding		59,827,942			52,310,637		14	%
Weighted average diluted shares outstanding		60,427,571			53,050,201		14	%
Earnings per share – Basic	$	1.06		$	1.61		(34	)%
Earnings per share – Diluted	$	1.05		$	1.59		(34	)%
nm = not meaningful

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 8 of 16

Umpqua Holdings Corporation Consolidated Balance Sheets (Unaudited)
										Sequential			Year over
										Quarter		Year
Dollars in thousands, except per share data		Dec 31, 2007			Sep 30, 2007			Dec 31, 2006		% Change			% Change
Assets:
Cash and due from banks	$	188,782		$	148,434		$	169,769		27	%		11	%
Temporary investments		3,288			46,787			165,879		(93	)%		(98	)%
Investment securities:
Trading		2,837			4,144			4,204		(32	)%		(33	)%
Available for sale		1,050,756			911,883			715,187		15	%		47	%
Held to maturity		6,005			7,116			8,762		(16	)%		(31	)%
Loans held for sale		13,047			19,964			16,053		(35	)%		(19	)%
Loans and leases		6,055,635			6,079,435			5,361,862		0	%		13	%
Less: Allowance for loan and lease losses		(84,904	)		(88,278	)		(60,090	)	(4	)%		41	%
Loans and leases, net		5,970,731			5,991,157			5,301,772		0	%		13	%
Restricted equity securities		15,273			15,297			15,255		0	%		0	%
Premises and equipment, net		106,267			107,189			101,830		(1	)%		4	%
Other real estate owned		6,943			10,310			--		(33	)%		nm
Mortgage servicing rights, net		10,088			9,474			9,952		6	%		1	%
Goodwill and other intangibles		764,906			767,210			679,493		0	%		13	%
Other assets		201,130			186,846			156,080		8	%		29	%
Total assets	$	8,340,053		$	8,225,811		$	7,344,236		1	%		14	%
Liabilities:
Deposits	$	6,589,326		$	6,518,217		$	5,840,294		1	%		13	%
Securities sold under agreements
to repurchase		36,294			52,883			47,985		(31	)%		(24	)%
Fed funds purchased		69,500			20,000			--		248	%		nm
Term debt		73,927			75,010			9,513		(1	)%		677	%
Junior subordinated debentures, at fair value		131,686			131,984			--		0	%		nm
Junior subordinated debentures, at amortized cost		104,680			104,947			203,688		0	%		nm
Other liabilities		94,702			89,580			86,545		6	%		9	%
Total liabilities		7,100,115			6,992,621			6,188,025		2	%		15	%
Shareholders' equity:
Common stock		988,780			987,543			930,867		0	%		6	%
Retained earnings		251,545			253,487			234,783		(1	)%		7	%
Accumulated other comprehensive loss		(387	)		(7,840	)		(9,439	)	(95	)%		(96	)%
Total shareholders' equity		1,239,938			1,233,190			1,156,211		1	%		7	%
Total liabilities and shareholders' equity	$	8,340,053		$	8,225,811		$	7,344,236		1	%		14	%
Common shares outstanding at period end		59,980,161			59,864,335			58,080,171		0	%		3	%
Book value per share	$	20.67		$	20.60		$	19.91		0	%		4	%
Tangible book value per share	$	7.92		$	7.78		$	8.21		2	%		(3	)%
Tangible equity	$	475,032		$	465,980		$	476,718		2	%		0	%
Tangible equity to tangible assets		6.27	%		6.25	%		7.15	%
nm = not meaningful

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 9 of 16

Umpqua Holdings Corporation
Loan Portfolio – Total and by Region
(Unaudited)

										Sequential		Year over
Dollars in thousands										Quarter		Year
Loans and leases by class:		Dec 31, 2007			Sep 30, 2007			Dec 31, 2006		% Change		% Change
Total Consolidated:
Commercial real estate	$	3,020,573		$	3,071,588		$	2,657,040		(1.7	)%	13.7	%
Residential real estate		379,804			379,657			320,413		0.0	%	18.5	%
Construction		1,187,984			1,191,757			1,203,657		(0.3	)%	(1.3	)%
Total real estate		4,588,361			4,643,002			4,181,110		(1.2	)%	9.7	%
Commercial		1,394,985			1,365,786			1,126,189		2.1	%	23.9	%
Leases		40,207			37,095			22,870		8.4	%	75.8	%
Installment and other		43,371			44,970			43,153		(3.6	)%	0.5	%
Deferred loan fees, net		(11,289	)		(11,418	)		(11,460	)	(1.1	)%	(1.5	)%
Total loans and leases	$	6,055,635		$	6,079,435		$	5,361,862		(0.4	)%	12.9	%
Oregon/Washington region:
Commercial real estate	$	1,686,007		$	1,710,224		$	1,581,882		(1.4	)%	6.6	%
Residential real estate		256,781			250,751			212,074		2.4	%	21.1	%
Construction		671,619			631,087			546,961		6.4	%	22.8	%
Total real estate		2,614,407			2,592,062			2,340,917		0.9	%	11.7	%
Commercial		824,113			799,598			785,067		3.1	%	5.0	%
Leases		40,146			37,005			22,580		8.5	%	77.8	%
Installment and other		30,659			31,216			27,785		(1.8	)%	10.3	%
Deferred loan fees, net		(7,130	)		(7,236	)		(7,753	)	(1.5	)%	(8.0	)%
Total loans and leases	$	3,502,195		$	3,452,645		$	3,168,596		1.4	%	10.5	%
% of consolidated total		58	%		57	%		59	%
California region:
Commercial real estate	$	1,334,566		$	1,361,364		$	1,075,158		(2.0	)%	24.1	%
Residential real estate		123,023			128,906			108,339		(4.6	)%	13.6	%
Construction		516,365			560,670			656,696		(7.9	)%	(21.4	)%
Total real estate		1,973,954			2,050,940			1,840,193		(3.8	)%	7.3	%
Commercial		570,872			566,188			341,122		0.8	%	67.4	%
Leases		61			90			290		(32.2	)%	(79.0	)%
Installment and other		12,712			13,754			15,368		(7.6	)%	(17.3	)%
Deferred loan fees, net		(4,159	)		(4,182	)		(3,707	)	(0.5	)%	12.2	%
Total loans and leases	$	2,553,440		$	2,626,790		$	2,193,266		(2.8	)%	16.4	%
% of consolidated total		42	%		43	%		41	%

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 10 of 16

Umpqua Holdings Corporation
Credit Quality
(Unaudited)

										Sequential		Year over
		Quarter Ended			Quarter Ended			Quarter Ended		Quarter			Year
Dollars in thousands		Dec 31, 2007			Sep 30, 2007			Dec 31, 2006		% Change		% Change
Allowance for credit losses
Balance beginning of period	$	88,278		$	68,723		$	60,475
Provision for loan and lease losses		17,814			20,420			125
Charge-offs		(21,733	)		(1,414	)		(1,618	)	1437	%		1243	%
Less: Recoveries		545			549			1,108		(1	)%		(51	)%
Net charge-offs		(21,188	)		(865	)		(510	)	2349	%		4055	%
Total Allowance for loan and lease losses		84,904			88,278			60,090		(4	)%		41	%
Reserve for unfunded commitments		1,182			1,246			1,313
Total Allowance for credit losses	$	86,086		$	89,524		$	61,403		(4	)%		40	%
Net charge-offs to average
loans and leases (annualized)		1.38	%		0.06	%		0.04	%
Recoveries to gross charge-offs		3	%		39	%		68	%
Allowance for credit losses to
loans and leases		1.42	%		1.47	%		1.15	%
Allowance for credit losses to
nonperforming loans		94	%		130	%		678	%
Nonperforming loans to total loans and leases		1.50	%		1.13	%		0.17	%
Nonperforming assets to total assets		1.18	%		0.96	%		0.12	%
Nonperforming assets:
Loans on non-accrual status	$	81,317		$	67,419		$	8,629		21	%		842	%
Loans past due 90+ days & accruing		9,782			1,488			429		557	%		2180	%
Total nonperforming loans		91,099			68,907			9,058		32	%		906	%
Other real estate owned		6,943			10,310			--		(33	)%		nm
Total nonperforming assets	$	98,042		$	79,217		$	9,058		24	%		982	%
nm = not meaningful

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 11 of 16

Umpqua Holdings Corporation
Credit Quality (continued)
(Unaudited)
		Twelve Months ended:
Dollars in thousands		Dec 31, 2007			Dec 31, 2006		% Change
Allowance for credit losses
Balance beginning of period	$	60,090		$	43,885
Provision for loan and lease losses		41,730			2,552
Acquisitions		5,078			14,227
Charge-offs		(24,730	)		(4,205	)	488	%
Less: Recoveries		2,736			3,631		(25	)%
Net charge-offs		(21,994	)		(574	)	3732	%
Total Allowance for loan and lease losses		84,904			60,090
Reserve for unfunded commitments		1,182			1,313
Total Allowance for credit losses	$	86,086		$	61,403
Net charge-offs to average
loans and leases		0.38	%		0.01	%
Recoveries to gross charge-offs		11	%		86	%

Umpqua Holdings Corporation
Deposits by Type
(Unaudited)
		Dec 31, 2007				Sep 30, 2007				Dec 31, 2006			Sequential				Year over
													Quarter			Year
Dollars in thousands		Amount	Mix			Amount	Mix			Amount	Mix		% Change		% Change
Demand, non interest-bearing	$	1,272,872	19	%	$	1,294,334	20	%	$	1,222,107	21	%	(1.7	)%			4.2	%
Demand, interest-bearing		2,948,035	45	%		2,950,605	45	%		2,490,386	43	%	(0.1	)%			18.4	%
Savings		410,339	6	%		358,825	6	%		368,238	6	%	14.4	%			11.4	%
Time		1,958,080	30	%		1,914,453	29	%		1,759,563	30	%	2.3	%			11.3	%
Total Deposits	$	6,589,326	100	%	$	6,518,217	100	%	$	5,840,294	100	%	1.1	%			12.8	%

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 12 of 16

Umpqua Holdings Corporation
Deposits/Core Deposits by Region
(Unaudited)

		Dec 31, 2007					Sep 30, 2007						Dec 31, 2006								Sequential				Year over
																				Quarter						Year
Dollars in thousands		Amount		Mix			Amount			Mix			Amount					Mix			% Change			% Change
Deposits by region:
Oregon/Washington	$	3,700,419             56			%	$	3,700,826			57	%	$	3,500,965					60	%		0.0	%			5.7		%
California		2,888,907             44			%		2,817,391			43	%		2,339,329					40	%		2.5	%			23.5		%
Total Deposits	$	6,589,326           100			%	$	6,518,217			100	%	$	5,840,294					100	%		1.1	%			12.8		%
Core deposits - ending (1):
Oregon/Washington	$	3,137,684             58			%	$	3,183,550			58	%	$	3,044,448					61	%		(1.4	)%			3.1		%
California		2,313,104             42			%		2,270,478			42	%		1,911,228					39	%		1.9	%			21.0		%
Total Core deposits	$	5,450,788           100			%	$	5,454,028			100	%	$	4,955,676					100	%		(0.1	)%			10.0		%
% of total deposits		83%					84	%								85	%
Core deposits - average (1):
Oregon/Washington	$	3,165,254             58			%	$	3,126,920			58	%	$	2,993,706					61	%		1.2	%			5.7		%
California		2,335,719             42			%		2,305,912			42	%		1,884,907					39	%		1.3	%			23.9		%
Total Core deposits	$	5,500,973           100			%	$	5,432,832			100	%	$	4,878,613					100	%		1.3	%			12.8		%
(1) Core deposits are defined as total deposits less time deposits greater than $100,000.
Umpqua Holdings Corporation
Organic Growth by Region
(Unaudited)
				Oregon/Washington						California											Total
Dollars in thousands				Loans			Deposits			Loans						Deposits					Loans				Deposits
Balance, 12/31/07			$	3,502,195		$	3,700,419		$	2,553,440					$	2,888,907				$	6,055,635		$		6,589,326
Less: 12/31/06 balance				3,168,596			3,500,965			2,193,266						2,339,329					5,361,862				5,840,294
Total growth for year				333,599			199,454			360,174						549,578					693,773				749,032
Less: acquisition				16,166			3,559			426,784						459,065					442,950				462,624
Organic Growth			$	317,433		$	195,895		$	(66,610				)	$	90,513				$	250,823		$		286,408
Organic growth %				10.0	%		5.6	%		(3.0				)%				3.9	%		4.7	%			4.9		%
Acquisition growth %				0.5	%		0.1	%		19.4				%				19.6	%		8.2	%			7.9		%
Total growth %				10.5	%		5.7	%		16.4				%				23.5	%		12.9	%			12.8		%
Organic growth rate - 2007				10.0	%		5.6	%		(3.0				)%				3.9	%		4.7	%			4.9		%
Organic growth rate – 2006				18.1	%		16.3	%		(5.4				)%				3.7	%		10.7	%			12.6		%
Organic growth rate – 2005				13.3	%		12.9	%		12.7				%				12.7	%		13.1	%			12.8		%
Organic growth rate – 2004				17.7	%		8.0	%		4.7				%				3.2	%		20.2	%			9.6		%

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 13 of 16

Umpqua Holdings Corporation
Selected Ratios
(Unaudited)

			Quarter Ended:				Sequential			Year over
							Quarter		Year
	Dec 31, 2007		Sep 30, 2007		Dec 31, 2006		Change			Change
Net Interest Spread:
Yield on loans and leases	7.28	%	7.62	%	7.91	%	(0.34	)		(0.63	)
Yield on taxable investments	4.79	%	4.83	%	4.71	%	(0.04	)		0.08
Yield on tax-exempt investments (1)	5.58	%	5.62	%	5.51	%	(0.04	)		0.07
Yield on temporary investments	4.56	%	5.18	%	5.41	%	(0.62	)		(0.85	)
Total yield on earning assets (1)	6.93	%	7.24	%	7.50	%	(0.31	)		(0.57	)
Cost of interest bearing deposits	3.53	%	3.69	%	3.44	%	(0.16	)		0.09
Cost of securities sold under agreements
to repurchase and fed funds purchased	2.70	%	3.28	%	2.90	%	(0.58	)		(0.20	)
Cost of term debt	4.63	%	4.62	%	4.19	%	0.01			0.44
Cost of junior subordinated debentures	7.53	%	7.59	%	7.50	%	(0.06	)		0.03
Total cost of interest bearing liabilities	3.71	%	3.86	%	3.61	%	(0.15	)		0.10
Net interest spread (1)	3.22	%	3.38	%	3.89	%	(0.16	)		(0.67	)
Net interest margin – Consolidated (1)	4.00	%	4.20	%	4.73	%	(0.20	)		(0.73	)
Net interest margin – Bank (1)	4.24	%	4.45	%	4.97	%	(0.21	)		(0.73	)
As reported:
Return on average assets	0.46	%	0.64	%	1.35	%	(0.18	)		(0.89	)
Return on average tangible assets	0.50	%	0.70	%	1.49	%	(0.20	)		(0.99	)
Return on average equity	3.04	%	4.20	%	8.47	%	(1.16	)		(5.43	)
Return on average tangible equity	7.92	%	10.92	%	20.77	%	(3.00	)		(12.85	)
Efficiency ratio – Consolidated	64.68	%	56.83	%	55.80	%	7.85			8.88
Efficiency ratio – Bank	60.76	%	55.57	%	52.12	%	5.19			8.64
Excluding merger related expense (2):
Return on average assets	0.46	%	0.65	%	1.37	%	(0.19	)		(0.91	)
Return on average tangible assets	0.51	%	0.71	%	1.51	%	(0.20	)		(1.00	)
Return on average equity	3.06	%	4.25	%	8.56	%	(1.19	)		(5.50	)
Return on average tangible equity	7.97	%	11.05	%	20.98	%	(3.08	)		(13.01	)
Efficiency ratio – Consolidated	64.55	%	56.54	%	55.33	%	8.01			9.22
Efficiency ratio – Bank	60.64	%	55.30	%	51.66	%	5.34			8.98

(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 Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 14 of 16

Umpqua Holdings Corporation Selected Ratios (Unaudited)
	Twelve Months Ended:
	Dec 31, 2007		Dec 31, 2006		Change
Net Interest Spread:
Yield on loans and leases	7.61	%	7.72	%	(0.11	)
Yield on taxable investments	4.74	%	4.55	%	0.19
Yield on tax-exempt investments (1)	5.52	%	5.69	%	(0.17	)
Yield on temporary investments	5.00	%	4.82	%	0.18
Total yield on earning assets (1)	7.22	%	7.32	%	(0.10	)
Cost of interest bearing deposits	3.63	%	3.09	%	0.54
Cost of securities sold under
agreements to repurchase and fed funds purchased	3.25	%	4.09	%	(0.84	)
Cost of term debt	4.60	%	4.93	%	(0.33	)
Cost of junior subordinated debentures	7.58	%	7.56	%	0.02
Total cost of interest bearing liabilities	3.80	%	3.35	%	0.45
Net interest spread (1)	3.42	%	3.97	%	(0.55	)
Net interest margin – Consolidated (1)	4.24	%	4.74	%	(0.50	)
Net interest margin – Bank (1)	4.49	%	4.99	%	(0.50	)
As reported:
Return on average assets	0.80	%	1.31	%	(0.51	)
Return on average tangible assets	0.88	%	1.43	%	(0.55	)
Return on average equity	5.17	%	8.70	%	(3.53	)
Return on average tangible equity	13.08	%	20.84	%	(7.76	)
Efficiency ratio – Consolidated	60.62	%	57.33	%	3.29
Efficiency ratio – Bank	57.47	%	53.43	%	4.04
Excluding merger related expense (2):
Return on average assets	0.83	%	1.35	%	(0.52	)
Return on average tangible assets	0.91	%	1.48	%	(0.57	)
Return on average equity	5.34	%	9.00	%	(3.66	)
Return on average tangible equity	13.50	%	21.55	%	(8.05	)
Efficiency ratio – Consolidated	59.68	%	55.82	%	3.86
Efficiency ratio – Bank	56.55	%	51.97	%	4.58

(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 Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 15 of 16

Umpqua Holdings Corporation
Average Balances
(Unaudited

				Quarter Ended:				Sequential			Year over
								Quarter		Year
Dollars in thousands		Dec 31, 2007		Sep 30, 2007		Dec 31, 2006		% Change			% Change
Temporary investments	$	84,964	$	71,165	$	100,301		19	%		(15	)%
Investment securities, taxable		800,501		765,346		615,630		5	%		30	%
Investment securities, tax-exempt		169,609		159,998		117,595		6	%		44	%
Loans held for sale		15,123		10,732		17,936		41	%		(16	)%
Loans and leases		6,087,801		6,032,388		5,339,111		1	%		14	%
Total earning assets		7,157,998		7,039,629		6,190,573		2	%		16	%
Goodwill & other intangibles		766,109		766,591		680,030		0	%		13	%
Total assets		8,288,478		8,190,032		7,201,791		1	%		15	%
Non interest bearing demand deposits		1,304,484		1,319,280		1,228,026		(1	)%		6	%
Interest bearing deposits		5,288,940		5,171,123		4,474,364		2	%		18	%
Total deposits		6,593,424		6,490,403		5,702,390		2	%		16	%
Interest bearing liabilities		5,656,152		5,542,587		4,755,568		2	%		19	%
Total shareholders’ equity		1,243,095		1,245,390		1,148,682		0	%		8	%
Tangible equity		476,986		478,799		468,652		0	%		2	%
Umpqua Holdings Corporation
Average Balances
(Unaudited)
		Twelve Months Ended:
Dollars in thousands		Dec 31, 2007		Dec 31, 2006		% Change
Temporary investments	$	68,297	$	45,745		49	%
Investment securities, taxable		743,266		607,267		22	%
Investment securities, tax-exempt		149,291		97,723		53	%
Loans held for sale		14,073		15,375		(8	)%
Loans and leases		5,822,907		4,803,509		21	%
Total earning assets		6,797,834		5,569,619		22	%
Goodwill & other intangibles		739,086		565,167		31	%
Total assets		7,897,568		6,451,660		22	%
Non interest bearing demand deposits		1,263,873		1,121,171		13	%
Interest bearing deposits		4,986,647		3,882,777		28	%
Total deposits		6,250,520		5,003,948		25	%
Interest bearing liabilities		5,331,620		4,296,287		24	%
Total shareholders’ equity		1,222,628		970,394		26	%
Tangible equity		483,542		405,227		19	%

Umpqua Holdings Corporation Announces Fourth Quarter and Full Year 2007 Results
January 24, 2008
Page 16 of 16

Umpqua Holdings Corporation
Mortgage Banking Activity
(unaudited)
					Quarter Ended:						Sequential			Year over
										Quarter			Year
Dollars in thousands		Dec 31, 2007			Sep 30, 2007			Dec 31, 2006			% Change			% Change
Mortgage Servicing Rights (MSR):
Mortgage loans serviced for others	$	870,680		$	877,648		$	955,444			(1	)%		(9	)%
MSR Asset	$	10,088		$	9,474		$	13,553			6	%		nm
Less: Valuation reserve (1)		--			--			(3,601	)		--			nm
MSR Asset net	$	10,088		$	9,474		$	9,952			6	%		1	%
MSR net as % of serviced portfolio		1.16	%		1.08	%		1.04	%
Mortgage Banking Revenue:
Origination and sale	$	1,530		$	1,468		$	1,753			4	%		(13	)%
Servicing		601			546			639			10	%		(6	)%
Amortization of MSR (1)		--			--			(264	)		--			nm
MSR valuation reserve change		--			--			(360	)		--			nm
Change in fair value of MSR		222			(648	)		--			(134	)%		100	%
Change in fair value of MSR hedge		(334	)		--			--			nm			nm
Total Mortgage Banking Revenue	$	2,019		$	1,366		$	1,768			48	%		14	%
		Twelve Months Ended:
Dollars in thousands		Dec 31, 2007			Dec 31, 2006			% Change
Mortgage Banking Revenue:
Origination and sale	$	6,426		$	7,354			(13	)%
Servicing		2,455			2,631			(7	)%
Amortization of MSR (1)		--			(1,198	)		nm
MSR valuation reserve change		--			(1,227	)		nm
Change in fair value of MSR		(756	)		--			nm
Change in fair value of MSR hedge		(334	)		--			nm
Total Mortgage Banking Revenue	$	7,791		$	7,560			3	%

nm = not meaningful

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

# # #