United States Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended: June 30, 2005

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from                      to                     .

Commission File Number: 000-25597

Umpqua Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

OREGON	93-1261319
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer 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)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes      o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

þ Yes      o No

Indicate the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practical date:

Common stock, no par value: 44,476,750 shares outstanding as of July 31, 2005

UMPQUA HOLDINGS CORPORATION
FORM 10-Q
Table of Contents

PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements (unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures about Market Risk	31
Item 4. Controls and Procedures	32
PART II. OTHER INFORMATION	33
Item 1.Legal Proceedings	33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.Defaults Upon Senior Securities	33
Item 4.Submissions of Matters to a Vote of Securities Holders	33
Item 5.Other Information	34
Item 6.Exhibits	34
SIGNATURES	35
EXHIBIT INDEX	36
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 31.3
EXHIBIT 32
EXHIBIT 99.1

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

	June 30,			December 31,
(in thousands, except shares)	2005			2004
ASSETS
Cash and due from banks	$	127,286		$	94,561
Temporary investments		73,462			23,646
Total cash and cash equivalents		200,748			118,207
Trading account assets		1,403			1,577
Investment securities available for sale, at fair value		571,895			675,984
Investment securities held to maturity, at amortized cost		11,735			11,807
Mortgage loans held for sale		20,301			20,791
Loans		3,612,004			3,467,904
Allowance for loan losses		(44,510	)		(44,229	)
Net loans		3,567,494			3,423,675
Federal Home Loan Bank stock, at cost		14,298			14,218
Premises and equipment, net		88,321			85,681
Goodwill and other intangible assets, net		407,072			408,460
Mortgage servicing rights, net		9,268			11,154
Other assets		146,080			101,481
Total assets	$	5,038,615		$	4,873,035
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits
Noninterest bearing	$	977,160		$	891,731
Interest bearing		2,995,760			2,907,376
Total deposits		3,972,920			3,799,107
Securities sold under agreements to repurchase and federal funds purchased		127,449			88,267
Term debt		13,296			88,451
Junior subordinated debentures		165,970			166,256
Other liabilities		44,243			43,341
Total Liabilities		4,323,878			4,185,422
COMMITMENTS AND CONTINGENCIES (NOTE 10)
SHAREHOLDERS’ EQUITY
Common stock, no par value, 100,000,000 shares authorized; issued and outstanding: 44,453,407 in 2005 and 44,211,075 in 2004		563,582			560,611
Retained earnings		153,794			128,112
Accumulated other comprehensive loss		(2,639	)		(1,110	)
Total shareholders’ equity		714,737			687,613
Total liabilities and shareholders’ equity	$	5,038,615		$	4,873,035

See accompanying notes to condensed consolidated financial statements

3

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

	Three months ended				Six months ended
	June 30,				June 30,
(in thousands, except per share amounts)	2005		2004		2005		2004
INTEREST INCOME
Interest and fees on loans	$	60,220	$	32,791	$	117,156	$	64,655
Interest and dividends on investment securities
Taxable		6,252		5,324		12,801		9,843
Exempt from federal income tax		699		396		1,412		809
Dividends		38		91		81		162
Other interest income		454		44		687		84
Total Interest Income		67,663		38,646		132,137		75,553
INTEREST EXPENSE
Interest on deposits		13,485		5,785		24,809		11,675
Interest on federal funds purchased and repurchase agreements		407		184		908		323
Interest on borrowed funds		139		467		544		708
Interest on junior subordinated debentures		2,550		1,120		4,944		2,243
Total interest expense		16,581		7,556		31,205		14,949
Net interest income		51,082		31,090		100,932		60,604
Provision for loan losses		1,400		1,100		2,400		2,175
Net interest income after provision for loan losses		49,682		29,990		98,532		58,429
NON-INTEREST INCOME
Service charges on deposit accounts		5,426		3,273		10,248		6,400
Brokerage commissions and fees		2,879		3,014		6,008		5,905
Mortgage banking revenue		228		2,399		1,578		4,048
Other income		1,993		514		3,294		1,059
Net gain on sale of investment securities		1,398		6		1,398		6
Total non-interest income		11,924		9,206		22,526		17,418
NON-INTEREST EXPENSE
Salaries and employee benefits		20,361		13,753		40,640		27,419
Net occupancy and equipment		6,109		4,153		12,242		8,268
Merger related expenses		161		549		262		765
Other expenses		9,790		6,551		18,712		12,495
Total non-interest expenses		36,421		25,006		71,856		48,947
Income before income taxes and discontinued operations		25,185		14,190		49,202		26,900
Provision for income taxes		9,179		5,180		18,177		9,643
Income from continuing operations		16,006		9,010		31,025		17,257
Income from discontinued operations, net of tax		—		121		—		272
Net income	$	16,006	$	9,131	$	31,025	$	17,529
BASIC EARNINGS PER SHARE
Continuing operations	$	0.36	$	0.32	$	0.70	$	0.61
Discontinued operations		—		—		—		0.01
Net income	$	0.36	$	0.32	$	0.70	$	0.62
DILUTED EARNINGS PER SHARE
Continuing operations	$	0.36	$	0.31	$	0.69	$	0.60
Discontinued operations		—		0.01		—		0.01
Net income	$	0.36	$	0.32	$	0.69	$	0.61

See accompanying notes to condensed consolidated financial statements

4

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(UNAUDITED)

										Accumulated
	Common Stock									Other
							Retained			Comprehensive
(in thousands, except shares)	Shares			Amount			Earnings			Loss			Total
BALANCE AT JANUARY 1, 2004		28,411,816		$	230,773		$	89,058		$	(862	)	$	318,969
Net income								47,166						47,166
Other comprehensive loss, net of tax:
Unrealized losses on securities arising during the year (1)											(248	)		(248	)
Comprehensive income													$	46,918
Deferred compensation earned during the year					226									226
Stock repurchased and retired		(321,729	)		(6,062	)								(6,062	)
Stock options exercised and related tax benefit		629,661			9,018									9,018
Stock issued in connection with acquisitions (Note 4)		15,491,327			326,656									326,656
Cash dividends								(8,112	)					(8,112	)
Balance at December 31, 2004		44,211,075		$	560,611		$	128,112		$	(1,110	)	$	687,613
BALANCE AT JANUARY 1, 2005		44,211,075		$	560,611		$	128,112		$	(1,110	)	$	687,613
Net income								31,025						31,025
Other comprehensive loss, net of tax:
Unrealized losses on securities arising during the period (2)											(1,529	)		(1,529	)
Comprehensive income													$	29,496
Deferred compensation earned during the period					519									519
Stock repurchased and retired		(52,405	)		(1,149	)								(1,149	)
Stock options exercised and related tax benefit		294,737			3,601									3,601
Cash dividends								(5,343	)					(5,343	)
Balance at June 30, 2005		44,453,407		$	563,582		$	153,794		$	(2,639	)	$	714,737

(1)	Net unrealized holding loss on securities of $237,000 (net of $101,000 tax benefit), plus reclassification adjustment for net gains included in net income of $11,000 (net of $8,000 tax expense).
(2)	Net unrealized holding loss on securities of $690,000 (net of $460,000 tax benefit), plus reclassification adjustment for net gains included in net income of $839,000 (net of $559,000 tax expense).

See accompanying notes to condensed consolidated financial statements

5

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

	Three months ended June 30,						Six months ended June 30,
(in thousands)	2005			2004			2005			2004
Net income	$	16,006		$	9,131		$	31,025		$	17,529
Unrealized gains (losses) arising during the period on investment securities available for sale		8,390			(16,944	)		(1,150	)		(12,555	)
Reclassification adjustment for gains realized in net income, net of tax (expense of $559 for the three and six months ended June 30, 2005 and $2 for the three and six months ended June 30, 2004)		(839	)		(4	)		(839	)		(4	)
Income tax expense (benefit) related to unrealized gains (losses) on investment securities, available for sale		3,356			(6,658	)		(460	)		(4,934	)
Net unrealized gains (losses) on investment securities available for sale		4,195			(10,290	)		(1,529	)		(7,625	)
Comprehensive income (loss)	$	20,201		$	(1,159	)	$	29,496		$	9,904

See accompanying notes to condensed consolidated financial statements

6

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

	Six months ended June 30,
(in thousands)	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash (used) provided by operating activities of continuing operations	$	(5,985	)	$	26,585
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities available-for-sale		(634	)		(133,723	)
Sales and maturities of investment securities available-for-sale		103,779			63,202
Redemption of Federal Home Loan Bank stock		41			(3,037	)
Maturities of investment securities held-to-maturity		75			711
Net loan and lease originations		(157,006	)		(149,511	)
Purchase of loans		(3,904	)		—
Disposals of furniture and equipment		40			156
Proceeds from sales of loans		15,052			—
Purchases of premises and equipment		(6,966	)		(5,888	)
Net cash used by investing activities		(49,523	)		(228,090	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposit liabilities		174,242			101,076
Net increase (decrease) in Fed funds purchased		47,000			(1,000	)
Net decrease in securities sold under agreements to repurchase		(7,818	)		(4,916	)
Dividends paid on common stock		(2,672	)		(2,831	)
Proceeds from stock options exercised		3,601			2,036
Retirement of common stock		(1,149	)		(6,062	)
Term debt borrowings		—			140,000
Repayments of term debt		(75,155	)		(50,000	)
Net cash provided by financing activities		138,049			178,303
Net increase (decrease) in cash and cash equivalents		82,541			(23,202	)
Cash and cash equivalents, beginning of period		118,207			134,006
Cash and cash equivalents, end of period	$	200,748		$	110,804
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	28,170		$	14,966
Income taxes	$	12,674		$	5,360

See accompanying notes to consolidated financial statements.

7

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Summary of Significant Accounting Policies

The accounting and financial reporting policies of Umpqua Holdings Corporation (referred to in this report as “we”, “our” or “the Company”) conform with accounting principles generally accepted in the United States of America. The accompanying interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Umpqua Bank (“Bank”), and Strand, Atkinson, Williams & York, Inc. (“Strand”). All material inter-company balances and transactions have been eliminated. The consolidated financial statements have not been audited. A more detailed description of our accounting policies is included in the 2004 Annual Report filed on Form 10-K. There have been no significant changes to these policies.

In management’s opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments are normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim period. Certain reclassifications of prior year amounts have been made to conform to current classifications.

Note 2 – Stock-Based Compensation

At June 30, 2005 the Company had a total of 2.1 million stock options issued under various plans (some assumed in connection with mergers) that were accounted for under the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, Accounting for Stock Issued to Employees. Under the intrinsic value method, compensation expense is recognized only to the extent an option’s exercise price is less than the market value of the underlying stock on the date of grant. For all options originally granted by the Company, no compensation cost has been recognized in the accompanying statement of income. Compensation cost has been recognized for certain options that were assumed in connection with prior acquisitions that were unvested as of the date the acquisitions were completed.

The following table presents the effect on net income and earnings per share if the fair value based method prescribed by Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation, as amended, had been applied to all outstanding and unvested awards in each period:

Stock-Based Compensation Disclosure

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in thousands, except per share data)	2005			2004			2005			2004
NET INCOME, AS REPORTED	$	16,006		$	9,131		$	31,025		$	17,529
Add: Stock-based employee compensation expense included in reported net income, net of tax effects		9			—			19			—
Deduct: Total stock-based employee compensation determined under the fair value based method for all awards, net of tax effects		(113	)		(241	)		(215	)		(467	)
Pro forma net income	$	15,902		$	8,890		$	30,829		$	17,062
INCOME FROM CONTINUING OPERATIONS, AS REPORTED	$	16,006		$	9,010		$	31,025		$	17,257
Add: Stock-based employee compensation expense included in reported net income, net of tax effects		9			—			19			—
Deduct: Total stock-based employee compensation determined under the fair value based method for all awards, net of tax effects		(113	)		(241	)		(215	)		(467	)
Pro forma income from continuing operations	$	15,902		$	8,769		$	30,829		$	16,790
NET INCOME PER SHARE:
Basic — as reported	$	0.36		$	0.32		$	0.70		$	0.62
Basic — pro forma	$	0.36		$	0.31		$	0.69		$	0.60
Diluted — as reported	$	0.36		$	0.32		$	0.69		$	0.61
Diluted — pro forma	$	0.35		$	0.31		$	0.69		$	0.59
INCOME FROM CONTINUING OPERATIONS PER SHARE:
Basic — as reported	$	0.36		$	0.32		$	0.70		$	0.61
Basic — pro forma	$	0.36		$	0.31		$	0.69		$	0.59
Diluted — as reported	$	0.36		$	0.31		$	0.69		$	0.60
Diluted — pro forma	$	0.35		$	0.31		$	0.69		$	0.58

8

The Company’s stock compensation plan provides for granting of restricted stock awards. The restricted stock awards generally vest ratably over five years and are recognized as expense over that same period of time. For the three and six months ended June 30, 2005, compensation expense of $48,000 and $116,000, respectively, was recognized in connection with restricted stock grants as compared to $51,000 and $106,000 for the comparable periods in 2004.

Note 3 – Discontinued Operations

During the fourth quarter of 2004, the Bank sold its merchant bankcard portfolio to an unrelated third party for $5.9 million in cash. The gain on sale, after selling costs and other expenses, was $5.6 million. Except for standard representations and warranties, the Bank assumed no liability subsequent to completion of the sale.

The following table presents the contribution components from the Bank’s merchant bankcard operations for the three and six months ended June 30, 2005 and 2004:

Contribution from Merchant Bankcard

	Three months ended					Six months ended
	June 30,					June 30,
(in thousands)	2005		2004			2005		2004
Other non-interest income	$	—	$	202		$	—	$	450
Provision for income taxes		—		(81	)		—		(178	)
Income from discontinued operations, net of tax	$	—	$	121		$	—	$	272

At June 30, 2005, there was no remaining liability recorded in connection with professional fees and contract termination costs related to the sale of the merchant bankcard portfolio.

In accordance with SFAS No. 144, Impairment of Long-Lived Assets, the financial results related to the merchant bankcard operation have been reclassified as income from discontinued operations, net of tax in the statements of income.

Note 4 – Business Combinations

On July 9, 2004, the Company acquired all of the outstanding common stock of Humboldt Bancorp (“Humboldt”) of Roseville, California, the parent company of Humboldt Bank, in an acquisition accounted for under the purchase method of accounting. The results of Humboldt’s operations have been included in the consolidated financial statements since that date. This merger was consistent with the Company’s community banking expansion strategy and provided the opportunity to enter growth markets in Northern California with an established franchise of 27 stores at the time of acquisition.

The aggregate purchase price was $328 million and included common stock valued at $310 million, stock options valued at $17 million and direct merger costs of $1 million. The value of the 15.5 million common shares issued was determined based on the $19.98 average closing market price of the Company’s common stock for the two trading days before and after announcement of the merger agreement on March 15, 2004. Outstanding Humboldt stock options were converted (using the same 1:1 exchange ratio applied to the share conversion) into approximately 1.1 million Umpqua Holdings Corporation stock options, at a weighted average fair value of $15.58 per option.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition:

9

Fair Value of Humboldt Assets Acquired and Liabilities Assumed

(in thousands)
Assets acquired:
Investment securities	$	219,430
Loans, net		1,042,038
Premises & equipment, net		28,252
Goodwill		238,205
Core deposit intangible asset		11,646
Other assets		122,268
Total assets acquired	$	1,661,839
Liabilities assumed:
Deposits	$	1,192,059
Term debt		47,142
Junior subordinated debentures		68,561
Other liabilities		27,211
Total liabilities assumed		1,334,973
Net assets acquired	$	326,866

Subsequent to the acquisition, certain of these assets were adjusted as part of the allocation of the purchase price. Additional adjustments may be made to the purchase price allocation, specifically related to other assets and tax adjustments. At June 30, 2005, the goodwill asset recorded in connection with the Humboldt acquisition was $237.3 million.

The following table presents unaudited pro forma results of operations for the three and six months ended June 30, 2004 as if the acquisition of Humboldt had occurred on January 1, 2004. Since Humboldt completed its merger with California Independent Bancorp (“CIB”) on January 6, 2004, the pro forma results for that transaction are presented separately in the tables. Any revenue enhancements and cost savings as a result of the Humboldt merger have not been reflected in the pro forma consolidated condensed statements of income. No assurance can be given with respect to the ultimate level of such revenue enhancements or cost savings. The pro forma results do not necessarily indicate the results that would have been obtained had the acquisitions actually occurred on January 1, 2004:

10

Pro Forma Financial Information – Unaudited

(in thousands, except per share data)	Three Months Ended June 30, 2004
							Pro Forma					Pro Forma
	Umpqua		Humboldt (d)		CIB (e)		Adjustments					Combined
Net interest income	$	31,090	$	16,304	$	83	$	368		(a	)	$	47,845
Provision for loan losses		1,100		622		—		—					1,722
Non-interest income		9,206		3,468		17		—					12,691
Non-interest expense		25,006		13,426		9		599		(b	)		39,040
Income from continuing operations, before income taxes		14,190		5,724		91		(231	)				19,774
Provision for income taxes		5,180		1,752		33		(97	)	(c	)		6,868
Income from continuing operations	$	9,010	$	3,972	$	58	$	(134	)			$	12,906
Earnings per share from continuing operations:
Basic	$	0.32										$	0.30
Diluted	$	0.31										$	0.29
Average shares outstanding:
Basic		28,339											43,572
Diluted		28,664											44,538

(a)	Includes $724,000 of net accretion related to the Humboldt acquisition, less $356,000 of accretion recognized by Humboldt in connection with the CIB merger for the period January 1 through July 9, 2004.
(b)	Includes amortization of premises and fixed asset purchase accounting adjustments of $16,000 and core deposit intangible amortization of $583,000 million.
(c)	Income tax effect of pro forma adjustments.
(d)	Excludes estimated merger related costs for the Humboldt merger with Umpqua of $1.5 million.
(e)	Excludes estimated merger related costs for the CIB merger with Humboldt of $2.64 million and estimated related tax benefit of $855,000.

(in thousands, except per share data)	Six Months Ended June 30, 2004
							Pro Forma					Pro Forma
	Umpqua		Humboldt (d)		CIB (e)		Adjustments					Combined
Net interest income	$	60,604	$	32,607	$	165	$	736		(a	)	$	94,112
Provision for loan losses		2,175		1,243		—		—					3,418
Non-interest income		17,418		6,935		34		—					24,387
Non-interest expense		48,947		26,852		18		1,198		(b	)		77,015
Income from continuing operations, before income taxes		26,900		11,447		181		(462	)				38,066
Provision for income taxes		9,643		3,503		65		(194	)	(c	)		13,017
Income from continuing operations	$	17,257	$	7,944	$	116	$	(268	)			$	25,049
Earnings per share from continuing operations:
Basic	$	0.61										$	0.57
Diluted	$	0.60										$	0.56
Average shares outstanding:
Basic		28,392											43,625
Diluted		28,735											44,609

(a)	Includes $1.45 million of net accretion related to the Humboldt acquisition, less $712,000 of accretion recognized by Humboldt in connection with the CIB merger for the period January 1 through July 9, 2004.
(b)	Includes amortization of premises and fixed asset purchase accounting adjustments of $32,000 and core deposit intangible amortization of $1.17 million.
(c)	Income tax effect of pro forma adjustments.
(d)	Excludes merger related costs for the Humboldt merger with Umpqua of $3.06 million.
(e)	Excludes merger related costs for the CIB merger with Humboldt of $5.27 million and related tax benefit of $1.71 million.

No additional merger-related expenses are expected in connection with the Humboldt or any other previous acquisitions.

11

Note 5 – Per Share Information

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in a similar manner, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method. For all periods presented, stock options and restricted shares are the only potentially dilutive instruments issued by the Company. During 2004, the Company entered into a transaction that resulted in certain financial results being reported as a discontinued operation. Accordingly, basic and diluted earnings per share from continuing operations and discontinued operations (net of tax) are presented.

The following is a computation of basic and diluted earnings per share and basic and diluted earnings per share from continuing operations for the three and six months ended June 30, 2005 and 2004:

Earnings Per Share

	Three months ended				Six months ended
	June 30,				June 30,
(in thousands, except per share data)	2005		2004		2005		2004
Basic earnings per share:
Weighted average shares outstanding		44,436		28,339		44,384		28,392
Net income	$	16,006	$	9,131	$	31,025	$	17,529
Income from continuing operations	$	16,006	$	9,010	$	31,025	$	17,257
Basic earnings per share	$	0.36	$	0.32	$	0.70	$	0.62
Basic earnings per share — continuing operations	$	0.36	$	0.32	$	0.70	$	0.61
Diluted earnings per share:
Weighted average shares outstanding		44,436		28,339		44,384		28,392
Net effect of the assumed exercise of stock options, based on the treasury stock method		552		325		588		343
Total weighted average shares and common stock equivalents outstanding		44,988		28,664		44,972		28,735
Net income	$	16,006	$	9,131	$	31,025	$	17,529
Income from continuing operations	$	16,006	$	9,010	$	31,025	$	17,257
Diluted earnings per share	$	0.36	$	0.32	$	0.69	$	0.61
Diluted earnings per share — continuing operations	$	0.36	$	0.31	$	0.69	$	0.60

Note 6 – Segment Information

The Company operates three primary segments: Community Banking, Mortgage Banking and Retail Brokerage. The Community Banking segment consists of all non-mortgage related operations of Umpqua Bank (“the Bank”), which operates 93 stores located throughout Oregon, Northern California and Washington. The Community Banking segment’s principal business focus is the offering of loan and deposit products to its business and retail customers in its primary market areas.

The Mortgage Banking segment, which operates as a division of the Bank, originates, sells and services residential mortgage loans. During the third quarter of 2004, the Company completed a strategic review of the Mortgage Banking segment and decided to terminate wholesale channel origination. Although this decision resulted in a reduction in mortgage loan origination volumes, revenue and expense, the segment net income was not adversely impacted in a material manner.

The Retail Brokerage segment consists of the operations of the Company’s brokerage subsidiary, Strand, which offers a full range of retail brokerage services and products to its clients who consist primarily of individual investors. The Company accounts for intercompany fees and services between Strand and the Bank at an estimated fair value according to regulatory requirements for services provided. Intercompany items relate primarily to management services and interest on intercompany borrowings.

Summarized financial information concerning the Company’s reportable segments and the reconciliation to the consolidated financial results is shown in the following tables:

12

Segment Information

	Three Months Ended June 30, 2005
	Community		Retail		Mortgage
(in thousands, except per share data)	Banking		Brokerage		Banking			Consolidated
Interest income	$	66,213	$	20	$	1,430		$	67,663
Interest expense		15,721		—		860			16,581
Net interest income		50,492		20		570			51,082
Provision for loan losses		1,400		—		—			1,400
Non-interest income		8,697		2,953		274			11,924
Non-interest expense		31,290		2,860		2,110			36,260
Merger-related expense		161		—		—			161
Income before income taxes and discontinued operations		26,338		113		(1,266	)		25,185
Provision for income taxes		9,649		37		(507	)		9,179
Income from continuing operations		16,689		76		(759	)		16,006
Income from discontinued operations, net of tax		—		—		—			—
Net income	$	16,689	$	76	$	(759	)	$	16,006
Basic earnings per share:
Income from continuing operations	$	0.38	$	—	$	(0.02	)	$	0.36
Income from discontinued operations, net of tax	$	—	$	—	$	—			—
Net income	$	0.38	$	—	$	(0.02	)	$	0.36
Diluted earnings per share:
Income from continuing operations	$	0.38	$	—	$	(0.02	)	$	0.36
Income from discontinued operations, net of tax	$	—	$	—	$	—		$	—
Net income	$	0.38	$	—	$	(0.02	)	$	0.36

	Three Months Ended June 30, 2004
	Community		Retail		Mortgage
(in thousands, except per share data)	Banking		Brokerage		Banking		Consolidated
Interest income	$	37,780	$	15	$	851	$	38,646
Interest expense		7,093		—		463		7,556
Net interest income		30,687		15		388		31,090
Provision for loan losses		1,085		—		15		1,100
Non-interest income		3,687		3,099		2,420		9,206
Non-interest expense		19,783		2,911		1,763		24,457
Merger-related expense		549		—		—		549
Income before income taxes and discontinued operations		12,957		203		1,030		14,190
Provision for income taxes		4,715		71		394		5,180
Income from continuing operations		8,242		132		636		9,010
Income from discontinued operations, net of tax		121		—		—		121
Net income	$	8,363	$	132	$	636	$	9,131
Basic earnings per share:
Income from continuing operations	$	0.30	$	—	$	0.02	$	0.32
Income from discontinued operations, net of tax	$	—	$	—	$	—	$	—
Net income	$	0.30	$	—	$	0.02	$	0.32
Diluted earnings per share:
Income from continuing operations	$	0.29	$	—	$	0.02	$	0.31
Income from discontinued operations, net of tax	$	0.01	$	—	$	—	$	0.01
Net income	$	0.30	$	—	$	0.02	$	0.32

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	Six Months Ended June 30, 2005
	Community		Retail		Mortgage
(in thousands, except per share data)	Banking		Brokerage		Banking			Consolidated
Interest income	$	129,214	$	33	$	2,890		$	132,137
Interest expense		29,491		—		1,714			31,205
Net interest income		99,723		33		1,176			100,932
Provision for loan losses		2,400		—		—			2,400
Non-interest income		14,755		6,130		1,641			22,526
Non-interest expense		61,906		5,732		3,956			71,594
Merger-related expense		262		—		—			262
Income before income taxes and discontinued operations		49,910		431		(1,139	)		49,202
Provision for income taxes		18,478		155		(456	)		18,177
Income from continuing operations		31,432		276		(683	)		31,025
Income from discontinued operations, net of tax		—		—		—			—
Net income	$	31,432	$	276	$	(683	)	$	31,025
Basic earnings per share:
Income from continuing operations	$	0.71	$	0.01	$	(0.02	)	$	0.70
Income from discontinued operations, net of tax	$	—	$	—	$	—		$	—
Net income	$	0.71	$	0.01	$	(0.02	)	$	0.70
Diluted earnings per share:
Income from continuing operations	$	0.70	$	0.01	$	(0.02	)	$	0.69
Income from discontinued operations, net of tax	$	—	$	—	$	—		$	—
Net income	$	0.70	$	0.01	$	(0.02	)	$	0.69

	Six Months Ended June 30, 2004
	Community		Retail		Mortgage
(in thousands, except per share data)	Banking		Brokerage		Banking		Consolidated
Interest income	$	73,779	$	31	$	1,743	$	75,553
Interest expense		14,046		—		903		14,949
Net interest income		59,733		31		840		60,604
Provision for loan losses		2,143		—		32		2,175
Non-interest income		7,282		6,055		4,081		17,418
Non-interest expense		39,237		5,431		3,514		48,182
Merger-related expense		765		—		—		765
Income before income taxes and discontinued operations		24,870		655		1,375		26,900
Provision for income taxes		8,901		234		508		9,643
Income from continuing operations		15,969		421		867		17,257
Income from discontinued operations, net of tax		272		—		—		272
Net income	$	16,241	$	421	$	867	$	17,529
Basic earnings per share:
Income from continuing operations	$	0.57	$	0.01	$	0.03	$	0.61
Income from discontinued operations, net of tax	$	0.01	$	—	$	—	$	0.01
Net income	$	0.58	$	0.01	$	0.03	$	0.62
Diluted earnings per share:
Income from continuing operations	$	0.56	$	0.01	$	0.03	$	0.60
Income from discontinued operations, net of tax	$	0.01	$	—	$	—	$	0.01
Net income	$	0.57	$	0.01	$	0.03	$	0.61

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	June 30, 2005
	Community		Retail		Mortgage
(in thousands)	Banking		Brokerage		Banking		Consolidated
Total assets	$	4,931,435	$	7,324	$	99,856	$	5,038,615
Total loans	$	3,542,044	$	—	$	69,960	$	3,612,004
Total deposits	$	3,972,856	$	—	$	64	$	3,972,920

	December 31, 2004
	Community		Retail		Mortgage
(in thousands)	Banking		Brokerage		Banking		Consolidated
Total assets	$	4,789,093	$	7,288	$	76,654	$	4,873,035
Total loans	$	3,426,362	$	—	$	41,542	$	3,467,904
Total deposits	$	3,799,107	$	—	$	—	$	3,799,107

Note 7 – Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, Share Based Payment, a revision to the previously issued guidance on accounting for stock options and other forms of equity-based compensation. SFAS No. 123R requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based forms of compensation issued to employees. For the Company, this standard will become effective on January 1, 2006. The Company does not expect the impact of adoption of SFAS No. 123R on earnings per share will be materially different from the current fair value pro forma disclosure.

Companies may elect one of two methods for adoption of SFAS No. 123R. Under the modified prospective method, any awards that are granted or modified after the date of adoption will be measured and accounted for under the provisions of SFAS No. 123R. The unvested portion of previously granted awards will continue to be accounted for under SFAS No. 123, Accounting for Stock-Based Compensation, except that the compensation expense associated with the unvested portions will be recognized in the statement of income. Under the modified retrospective method, all amounts previously reported are restated to reflect the amounts in the SFAS No. 123 pro forma disclosure. The Company expects to make a decision with respect to the method of adoption during the fourth quarter of 2005.

In March 2005, the SEC issued Staff Accounting Bulletin (“SAB”) No. 107 which expressed the views of the SEC regarding the interaction between SFAS No. 123R and certain SEC rules and regulations. SAB No. 107 provides guidance related to the valuation of share-based payment arrangements for public companies, including assumptions such as expected volatility and expected term. The Company is assessing the impact SAB No. 107 will have on its consolidated financial statements.

Note 8 – Allowance for Loan Losses

As of September 30, 2004, we refined the model used for determining certain components of the allowance for loan losses. The model refinement was done principally in connection with the Humboldt acquisition, and did not have a material impact on the recorded allowance for loan losses. Additionally, as of September 30, 2004, we reclassified the reserve for unfunded lending commitments from the allowance for loan losses to other liabilities. The amount reclassified as of September 30, 2004 was approximately $1.2 million, or 3 basis points of total gross loans. The reclassifications had no effect on the provision for credit losses as reported.

Note 9 — Junior Subordinated Debentures

As of June 30, 2005, the Company had ten wholly-owned trusts (“Trusts”) that were formed to issue trust preferred securities and related common securities of the Trusts. Five Trusts, representing aggregate total obligations of approximately $58.9 million (fair value of approximately $69 million as of the merger date), were assumed in connection with the Humboldt merger. Following is information about the Trusts:

15

Junior Subordinated Debentures

		Issued		Carrying					Effective
Trust Name	Issue Date	Amount		Value (1)		Rate (2)			Rate (3)			Maturity Date	Call Date
Umpqua Holdings Statutory Trust I	September 2002	$	25,774	$	25,774	Floating (4)				6.97	%	September 2032	September 2007
Umpqua Statutory Trust II	October 2002		20,619		20,619	Floating (5)				6.56	%	October 2032	October 2007
Umpqua Statutory Trust III	October 2002		30,928		30,928	Floating (6)				6.72	%	November 2032	November 2007
Umpqua Statutory Trust IV	December 2003		10,310		10,310	Floating (7)				5.99	%	January 2034	January 2009
Umpqua Statutory Trust V	December 2003		10,310		10,310	Floating (7)				6.27	%	March 2034	March 2009
HB Capital Trust I	March 2000		5,310		6,687		10.875	%		7.73	%	March 2030	March 2010
Humboldt Bancorp Statutory Trust I	February 2001		5,155		6,146		10.200	%		7.91	%	February 2031	February 2011
Humboldt Bancorp Statutory Trust II	December 2002		10,310		11,722	Floating (8)				5.70	%	December 2031	December 2006
Humboldt Bancorp Staututory Trust III	September 2003		27,836		31,974		6.75%	(9)		4.89	%	September 2033	September 2008
CIB Capital Trust	November 2002		10,310		11,500	Floating (6)				5.62	%	November 2032	November 2007
	Total	$	156,862	$	165,970

(1)	Reflects purchase accounting adjustments, net of accumulated amortization, for junior subordinated debentures
	assumed in connection with the Humboldt merger.
(2)	Contractual interest rate of junior subordinated debentures.
(3)	Effective interest rate as of June 2005, including impact of purchase accounting amortization.
(4)	Rate based on LIBOR plus 3.50%, adjusted quarterly.
(5)	Rate based on LIBOR plus 3.35%, adjusted quarterly.
(6)	Rate based on LIBOR plus 3.45%, adjusted quarterly.
(7)	Rate based on LIBOR plus 2.85%, adjusted quarterly.
(8)	Rate based on LIBOR plus 3.60%, adjusted quarterly.
(9)	Rate fixed for 5 years from issuance, then adjusted quarterly thereafter based on LIBOR plus 2.95%.

As a result of the adoption of FASB Interpretation No. 46 (“FIN 46”), Consolidation of Variable Interest Entities (revised December 2003), the Trusts have been deconsolidated. The $166.0 million of junior subordinated debentures issued to the Trusts as of June 30, 2005 ($166.3 million as of December 31, 2004) are reflected as junior subordinated debentures in the consolidated balance sheets. The common stock issued by the Trusts is recorded in other assets in the consolidated balance sheets, and totaled $4.7 million at June 30, 2005 and December 31, 2004.

All of the debentures issued to the Trusts, less the common stock of the Trusts, qualified as Tier 1 capital as of June 30, 2005, under guidance issued by the Board of Governors of the Federal Reserve System (“Federal Reserve Board”). In May 2004, the Federal Reserve Board proposed a rule that would continue to allow the inclusion of trust preferred securities in Tier 1 capital, but with stricter quantitative limits. Under the proposal, after a three-year transition period, the aggregate amount of trust preferred securities and certain other capital elements would be limited to 25% of Tier 1 capital elements, net of goodwill. The amount of trust preferred securities and certain other elements in excess of the limit could be included in Tier 2 capital, subject to restrictions. Based on the proposed rule, the Company expects to include all currently issued trust preferred securities in Tier 1 capital. However, the provisions of the final rule could significantly differ from those proposed and there can be no assurance that the Federal Reserve Board will not further limit the amount of trust preferred securities permitted to be included in Tier 1 capital for regulatory capital purposes.

Note 10 – Commitments and Contingencies

Lease Commitments — The Company leases 65 sites under non-cancelable operating leases. The leases contain various provisions for increases in rental rates, based either on changes in the published Consumer Price Index or a predetermined escalation schedule. Substantially all of the leases provide the Company with the option to extend the lease term one or more times upon expiration.
Rent expense, net of rental income, for premises and equipment rentals for the three and six months ended June 30, 2005 was $1.5 million and $3.1 million, respectively, compared to $883,000 and $1.7 million in the comparable periods in 2004.

Financial Instruments with Off-Balance Sheet Risk — The Company’s financial statements do not reflect various commitments and contingent liabilities that arise in the normal course of the Bank’s business and involve elements of credit, liquidity and interest rate risk. These commitments and contingent liabilities include commitments to extend credit, commitments to originate residential mortgage loans and standby letters of credit. The following table presents a summary of the Bank’s commitments and contingent liabilities as of June 30, 2005:

16

Contractual Amounts

	June 30,
(in thousands)	2005
Commitments to extend credit	$	908,720
Commitments to extend overdrafts	$	85,833
Commitments to originate residential loans	$	21,452
Standby letters of credit	$	25,385

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit and financial guarantees. Those instruments involve elements of credit and interest-rate risk similar to the amounts recognized in the consolidated balance sheets. The contract or notional amounts of those instruments reflect the extent of the Bank’s involvement in particular classes of financial instruments.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit, and financial guarantees written, is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. While most commercial letters of credit are not utilized, a significant portion of such utilization is on an immediate payment basis. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral varies but may include cash, accounts receivable, inventory, premises and equipment and income-producing commercial properties.

Standby letters of credit and financial guarantees written are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds cash, marketable securities, or real estate as collateral supporting those commitments for which collateral is deemed necessary. The Bank has not been required to perform on any financial guarantees and did not incur any losses in connection with standby letters of credit during the three and six months ended June 30, 2005.

The Bank established a loss reserve for unfunded commitments, including loan commitments and letters of credit, during 2004 by reclassifying $1.2 million of the allowance for loan losses. At June 30, 2005, the reserve for unfunded commitments, which is included in other liabilities on the consolidated balance sheet, was approximately $1.4 million. The adequacy of the reserve for unfunded commitments is reviewed on a quarterly basis, based upon changes in the amounts of commitments, loss experience and economic conditions.

The Bank enters into forward delivery contracts to sell residential mortgage loans or mortgage-backed securities to broker/dealers at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage loan commitments. Credit risk associated with forward contracts is limited to the replacement cost of those forward contracts in a gain position. There were no counterparty default losses on forward contracts in the three and six months ended June 30, 2005. Market risk with respect to forward contracts arises principally from changes in the value of contractual positions due to changes in interest rates. The Bank limits its exposure to market risk by monitoring differences between commitments to customers and forward contracts with broker/dealers. In the event the Company has forward delivery contract commitments in excess of available mortgage loans, the Company completes the transaction by either paying a fee to or receiving a fee from the broker/dealer equal to the increase or decrease in the market value of the forward contract. At June 30, 2005, the Bank had commitments to originate residential loans and forward contracts outstanding of $21.5 million and $11.2 million, respectively, with a fair value of approximately $50,000 and negative $81,000, respectively.

Mortgage loans sold to investors are generally sold with servicing rights retained, with only the standard legal representations and warranties regarding recourse to the Bank. Management believes that any liabilities that may result from such recourse provisions are not significant.

Legal Proceedings—In the ordinary course of business, various claims and lawsuits are brought by and against the Company, the Bank and Strand. In the opinion of management, there is no pending or threatened proceeding in which an adverse decision could result in a material adverse change in the Company’s consolidated financial condition or results of operations.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

     This Report contains certain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that expressly or implicitly predict future results, performance or events are forward-looking. In addition, the words “expect,” believe,” “anticipate” and other similar expressions identify forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those expected. Factors that could cause or contribute to such differences include, but are not limited to, the risk factors discussed in this and other reports filed with the SEC, including exhibit 99.1 attached hereto, and the following:

• The ability to attract new deposits and loans

• Competitive market pricing factors

• Deterioration in economic conditions that could result in increased loan losses

• Market interest rate volatility

• Changes in legal or regulatory requirements

• The ability to recruit and retain certain key management and staff

• Risks associated with merger integration

Readers of this report should not place undue reliance on forward-looking statements contained herein, which speak only as of the date of this report. Umpqua Holdings Corporation undertakes no obligation to revise any forward-looking statements to reflect subsequent events or circumstances.

Summary of Critical Accounting Policies

Our significant accounting policies are described in Note 1 in the Notes to Consolidated Financial Statements for the year ended December 31, 2004 as filed on Form 10-K. Not all of these accounting policies require management to make difficult, subjective or complex judgments or estimates. Management believes that the following policies could be considered critical under the SEC’s definition.

Allowance for Loan Losses and Reserve for Unfunded Commitments

The allowance for loan losses (“ALL”) is maintained at a level that is adequate to absorb probable incurred losses inherent in the loan portfolio. The reserve for unfunded commitments (“RUC”) is maintained at a level that is adequate to absorb probable losses associated with our commitment to lend funds, such as with a letter or line of credit. The adequacy of the ALL and RUC are monitored on a regular basis and are based on management’s evaluation of numerous factors. These factors include the quality of the current loan portfolio; the trend in the loan portfolio’s risk ratings; current economic conditions; loan concentrations; loan growth rates; past-due and non-performing trends; evaluation of specific loss estimates for all significant problem loans; historical charge-off and recovery experience; and other pertinent information. Approximately 77% of our loan portfolio is secured by real estate, and a significant decline in real estate market values may require an increase in the allowance for loan losses.

Mortgage Servicing Rights

Mortgage servicing rights (“MSR”) retained are measured by allocating the carrying value of the loans between the assets sold and the interest retained, based on their relative fair values at the date of the sale. The subsequent measurements are determined based on valuations provided by third parties. MSR assets are amortized over the expected life of the loan and are evaluated periodically for impairment. The expected life of the loan can vary from management’s estimates due to prepayments by borrowers, especially when rates fall. Prepayments in excess of management’s estimates would negatively impact the recorded value of the MSR. The value of the MSR is also dependent upon the discount rate used in the model. Management reviews this rate on an ongoing basis based on current market rates. A significant increase in the discount rate would reduce the value of MSR.

Goodwill and Other Intangibles

At June 30, 2005, we had approximately $407 million in goodwill and other intangible assets as a result of business combinations. Intangible assets with definite useful lives are amortized to their estimated residual values over their respective estimated useful lives, and also reviewed for impairment. Goodwill and other intangibles with indefinite lives are not amortized but instead are periodically tested for impairment. Management performs this impairment analysis on a quarterly basis, or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount of the asset exceeds its fair value. No impairment loss was recognized during the three and six months ended June 30, 2005.

Results of Operations—Overview

For the three months ended June 30, 2005, net income was $16.0 million, or $0.36 per diluted share, an increase of 13% on a per diluted share basis as compared to $9.1 million, or $0.32 per diluted share for the three months ended June 30, 2004. Income from

18

continuing operations for the three months ended June 30, 2005, which excludes the after-tax operating results from our merchant bankcard portfolio, was $16.0 million, or $0.36 per diluted share, as compared to $9.0 million, or $0.31 per diluted share for the three months ended June 30, 2004.

For the six months ended June 30, 2005, net income was $31.0 million, or $0.69 per diluted share, an increase of 13% on a per diluted share basis as compared to $17.5 million, or $0.61 per diluted share for the six months ended June 30, 2004. Income from continuing operations for the six months ended June 30, 2005, which excludes the after-tax operating results from our merchant bankcard portfolio, was $31.0 million, or $0.69 per diluted share, as compared to $17.3 million, or $0.60 per diluted share for the six months ended June 30, 2004. Additional information on discontinued operations is provided under the heading Discontinued Operations below.

The improvement in diluted earnings per share from continuing operations for the three and six months ended June 30, 2005 is principally attributable to improved net interest income, offset by a decrease in mortgage banking revenue and increased operating expenses. We completed the acquisition of Humboldt on July 9, 2004, and the results of the acquired operations are included in our financial results starting on July 10, 2004.

We incur significant expenses related to the completion and integration of mergers. Accordingly, we believe that our operating results are best measured on a comparative basis excluding the impact of merger-related expenses, net of tax. We define operating income as income before merger related expenses, net of tax, and we calculate operating income per diluted share by dividing operating income by the same diluted share total used in determining diluted earnings per share (see Note 5 of the Notes to Condensed Consolidated Financial Statements). Operating income and operating income per diluted share are considered “non-GAAP” financial measures. Although we believe the presentation of non-GAAP financial measures provides a better indication of our operating performance, readers of this report are urged to review the GAAP results as presented in the Condensed Consolidated Financial Statements.

The following table presents a reconciliation of operating income and operating income per share to net income and net income per share for the three and six months ended June 30, 2005 and 2004:

Reconciliation of Operating Income to Net Income

	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	2005		2004		2005		2004
Net income	$	16,006	$	9,131	$	31,025	$	17,529
Merger-related expenses, net of tax		97		333		157		464
Operating income	$	16,103	$	9,464	$	31,182	$	17,993
Per diluted share:
Net income	$	0.36	$	0.32	$	0.69	$	0.61
Merger-related expenses, net of tax		—		0.01		—		0.02
Operating income	$	0.36	$	0.33	$	0.69	$	0.63

The following table presents the returns on average assets, average shareholders’ equity and average tangible shareholders’ equity for the three and six months ended June 30, 2005 and 2004. It includes the calculated ratios based on reported net income and income from continuing operations, and operating income as shown in the table above. To the extent return on average shareholders’ equity is used to compare our performance with other financial institutions that do not have merger-related intangible assets, we believe it beneficial to also consider the return on average tangible shareholders’ equity. The return on average tangible shareholders’ equity is calculated by dividing net income by average shareholders’ equity less average intangible assets. The return on average tangible shareholders’ equity is considered a non-GAAP financial measure and should be viewed in conjunction with the return on average shareholders’ equity.

19

Returns on Average Assets, Shareholders’ Equity and Tangible Shareholders’ Equity

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
(in thousands)	2005			2004			2005			2004
Returns on average assets:
Net income		1.29	%		1.18	%		1.27	%		1.17	%
Income from continuing operations		1.29	%		1.17	%		1.27	%		1.15	%
Operating income		1.30	%		1.23	%		1.27	%		1.20	%
Returns on average shareholders’ equity:
Net income		9.11	%		11.23	%		8.95	%		10.83	%
Income from continuing operations		9.11	%		11.08	%		8.95	%		10.66	%
Operating income		9.17	%		11.64	%		9.00	%		11.11	%
Returns on average tangible shareholders’ equity:
Net income		21.61	%		21.93	%		21.48	%		21.23	%
Income from continuing operations		21.61	%		21.64	%		21.48	%		20.90	%
Operating income		21.74	%		22.73	%		21.59	%		21.79	%
Calculation of average tangible shareholders’ equity:
Average shareholders’ equity	$	704,466		$	327,064		$	699,039		$	325,628
Less: average intangible assets		(407,364	)		(159,612	)		(407,760	)		(159,581	)
Average tangible shareholders’ equity	$	297,102		$	167,452		$	291,279		$	166,047

Discontinued Operations

During the fourth quarter of 2004, we completed a strategic review of our merchant bankcard portfolio. We concluded that shareholder value would be maximized, on a risk-adjusted basis, through a sale of the portfolio to a third party. In December 2004, the Bank sold its merchant bankcard portfolio to a third party for $5.9 million in cash, resulting in a gain on sale (after selling costs and related expenses) of $5.6 million, or $3.4 million after-tax. The operating results related to the merchant bankcard portfolio (including the gain on sale) have been reclassified as income from discontinued operations, net of tax for all periods presented. We retained no ongoing liability related to the portfolio subsequent to the sale and entered into an agreement whereby we will refer all merchant applications exclusively to the buyer for a period of seven years. In consideration for the referrals, we will receive remuneration for each accepted application and an on-going royalty based on a percentage of net revenue generated by the account as defined in the agreement. We do not expect the referral revenue will have a material impact on our non-interest income.

For the three and six months ended June 30, 2005, we recognized no income related to the merchant bankcard portfolio. In the three and six months ended June 30, 2004, we recognized $121,000 and $272,000, net of tax. As a result of the sale, we will no longer have the benefit of this revenue stream. Since, for the year ended December 31, 2004, merchant bankcard revenue comprised only about 2% of total non-interest income, we do not expect the loss of revenue will have a material impact on our results of operations in 2005.

Additional information on discontinued operations is provided in Note 3 of the Notes to Condensed Consolidated Financial Statements.

Net Interest Income

Net interest income is the largest source of our operating income. Net interest income for the three months ended June 30, 2005, was $51.1 million, an increase of $20.0 million, or 64% over the comparable period in 2004. Net interest income for the six months ended June 30, 2005, was $100.9 million, an increase of $40.3 million, or 67% over the comparable period in 2004. This increase is attributable to growth in outstanding average interest earning assets and interest-bearing liabilities over the comparable prior year period, primarily due to the Humboldt merger, which was completed on July 9, 2004. The fair value of interest-earning assets acquired on that date totaled $1.3 billion, and interest-bearing liabilities totaled $836 million.

For the three months ended June 30, 2005, the net interest margin (net interest income as a percentage of average interest earning assets) on a fully tax-equivalent basis was 4.81%, an increase of 24 basis points as compared to the same period in 2004. The net interest margin on a fully tax-equivalent basis for the six months ended June 30, 2005 was 4.82%, an increase of 22 basis points as compared to the same period in 2004. This increase is principally attributable to both the higher historical margin of Humboldt and accretion resulting from purchase accounting adjustments. The second quarter 2005 margin of 4.81% was comparable to the first quarter 2005 margin of 4.83%.

The following tables present the condensed average balance sheet information, together with interest income and yields on average

20

interest bearing assets, and interest expense and rates paid on average interest-bearing liabilities for the three and six months ended June 30, 2005 and 2004:

Average Rates and Balances (Quarterly)

		Three Months Ended										Three Months Ended
		June 30, 2005										June 30, 2004
						Interest		Average								Interest		Average
		Average				Income or		Yields				Average				Income or		Yields
(in thousands)		Balance				Expense		or Rates				Balance				Expense		or Rates
INTEREST-EARNING ASSETS:
Loans and leases (1)	$		3,570,800		$		60,220		6.76	%	$		2,154,276		$		32,791		6.12	%
Taxable securities			588,806				6,290		4.27	%			548,474				5,419		3.95	%
Non-taxable securities (2)			64,575				1,062		6.59	%			36,088				610		6.77	%
Temporary investments (3)			62,792				434		2.76	%			12,630				29		0.92	%
Total interest earning assets			4,286,973				68,006		6.36	%			2,751,468				38,849		5.68	%
Allowance for credit losses			(46,372	)									(27,159	)
Other assets			739,766										382,083
INTEREST-BEARING LIABILITIES:	$		4,980,367								$		3,106,392
INTEREST-BEARING LIABILITIES:
Interest-bearing checking and savings accounts	$		2,027,536		$		6,582		1.30	%	$		1,271,845		$		2,547		0.81	%
Time deposits			980,870				6,903		2.82	%			589,774				3,238		2.21	%
Federal funds purchased and repurchase agreements			72,142				407		2.26	%			87,382				184		0.85	%
Term debt			27,061				139		2.06	%			98,367				467		1.91	%
Notes payable on junior subordinated debentures and trust preferred securities			166,032				2,550		6.16	%			97,941				1,120		4.60	%
Total interest-bearing liabilities			3,273,641				16,581		2.03	%			2,145,309				7,556		1.42	%
Non-interest-bearing deposits			949,610										607,543
Other liabilities			52,650										26,476
Total liabilities			4,275,901										2,779,328
Shareholders’ equity			704,466										327,064
Total liabilities and shareholders’ equity	$		4,980,367								$		3,106,392
NET INTEREST INCOME (2)					$		51,425								$		31,293
NET INTEREST SPREAD									4.33	%									4.26	%
AVERAGE YIELD ON EARNING ASSETS (1), (2)									6.36	%									5.68	%
INTEREST EXPENSE TO EARNING ASSETS									1.55	%									1.11	%
NET INTEREST INCOME TO EARNING ASSETS (1), (2)									4.81	%									4.57	%

(1)	Non-accrual loans are included in average balance. Includes mortgage loans held for sale.
(2)	Tax-exempt income has been adjusted to a tax equivalent basis at a 35% tax rate. The amount of such adjustment was an addition to recorded income of $343,000 and $203,000 for the three months ended June 30, 2005 and 2004, respectively.
(3)	Temporary investments include federal funds sold and interest-bearing deposits at other banks.

21

Average Rates and Balances (Year-to-Date)

	Six Months Ended								Six Months Ended
	June 30, 2005								June 30, 2004
				Interest		Average						Interest		Average
	Average			Income or		Yields			Average			Income or		Yields
(in thousands)	Balance			Expense		or Rates			Balance			Expense		or Rates
INTEREST-EARNING ASSETS:
Loans and leases (1)	$	3,530,080		$	117,156		6.69	%	$	2,106,366		$	64,655		6.17	%
Taxable securities		606,428			12,882		4.25	%		511,606			10,014		3.91	%
Non-taxable securities (2)		65,658			2,142		6.53	%		36,921			1,243		6.69	%
Temporary investments (3)		49,485			654		2.66	%		11,515			52		0.93	%
Total interest earning assets		4,251,651			132,834		6.30	%		2,666,408			75,964		5.73	%
Allowance for credit losses		(46,006	)							(26,601	)
Other assets		738,938								384,371
INTEREST-BEARING LIABILITIES:	$	4,944,583							$	3,024,178
INTEREST-BEARING LIABILITIES:
Interest-bearing checking and savings accounts	$	1,995,279		$	12,046		1.22	%	$	1,243,965		$	5,072		0.82	%
Time deposits		973,104			12,763		2.64	%		593,644			6,603		2.24	%
Federal funds purchased and repurchase agreements		79,781			908		2.30	%		70,946			323		0.91	%
Term debt		54,690			544		2.01	%		76,683			708		1.86	%
Notes payable on junior subordinated debentures and trust preferred securities		166,123			4,944		6.00	%		97,941			2,243		4.61	%
Total interest-bearing liabilities		3,268,977			31,205		1.92	%		2,083,179			14,949		1.44	%
Non-interest-bearing deposits		922,414								589,337
Other liabilities		54,153								26,034
Total liabilities		4,245,544								2,698,550
Shareholders’ equity		699,039								325,628
Total liabilities and shareholders’ equity	$	4,944,583							$	3,024,178
NET INTEREST INCOME (2)				$	101,629							$	61,015
NET INTEREST SPREAD							4.38	%							4.29	%
AVERAGE YIELD ON EARNING ASSETS (1), (2)							6.30	%							5.73	%
INTEREST EXPENSE TO EARNING ASSETS							1.48	%							1.13	%
NET INTEREST INCOME TO EARNING ASSETS (1), (2)							4.82	%							4.60	%

(1)	Non-accrual loans are included in average balance. Includes mortgage loans held for sale.
(2)	Tax-exempt income has been adjusted to a tax equivalent basis at a 35% tax rate. The amount of such adjustment was an addition to recorded income of $697,000 and $411,000 for the three months ended June 30, 2005 and 2004, respectively.
(3)	Temporary investments include federal funds sold and interest-bearing deposits at other banks.

The following tables set forth a summary of the changes in net interest income due to changes in average asset and liability balances (volume) and changes in average rates (rate) for the three and six months ended June 30, 2005 as compared to the same period in 2004. Changes in interest income and expense, which are not attributable specifically to either volume or rate, are allocated proportionately between both variances.

22

Rate/ Volume Analysis (Quarterly)

		THREE MONTHS ENDED JUNE 30,
		2005 COMPARED TO 2004
		INCREASE (DECREASE) IN INTEREST
		INCOME AND EXPENSE DUE TO
						CHANGES IN
(in thousands)		VOLUME				RATE				TOTAL
INTEREST-EARNING ASSETS:
Loans	$		23,561		$		3,868		$		27,429
Taxable securities			414				457				871
Non-taxable securities (1)			468				(16	)			452
Temporary investments			269				136				405
Total (1)			24,712				4,445				29,157
INTEREST-BEARING LIABILITIES:
Interest-bearing checking and savings accounts			1,973				2,062				4,035
Time deposits			2,571				1,094				3,665
Repurchase agreements and federal funds			(37	)			260				223
Junior subordinated debentures			(363	)			35				(328	)
Term debt			958				472				1,430
Total			5,102				3,923				9,025
Net increase in net interest income (1)	$		19,610		$		522		$		20,132

(1) Tax exempt income has been adjusted to a tax equivalent basis at a 35% tax rate.

Rate/ Volume Analysis (Year-to-Date)

		SIX MONTHS ENDED JUNE 30,
		2005 COMPARED TO 2004
		INCREASE (DECREASE) IN INTEREST
		INCOME AND EXPENSE DUE TO
						CHANGES IN
(in thousands)		VOLUME				RATE				TOTAL
INTEREST-EARNING ASSETS:
Loans	$		46,869		$		5,632		$		52,501
Taxable securities			1,964				904				2,868
Non-taxable securities (1)			939				(40	)			899
Temporary investments			380				222				602
Total (1)			50,152				6,718				56,870
INTEREST-BEARING LIABILITIES:
Interest-bearing checking and savings accounts			3,883				3,091				6,974
Time deposits			4,812				1,348				6,160
Repurchase agreements and federal funds			46				539				585
Junior subordinated debentures			(216	)			52				(164	)
Term debt			1,888				813				2,701
Total			10,413				5,843				16,256
Net increase in net interest income (1)	$		39,739		$		875		$		40,614

(1) Tax exempt income has been adjusted to a tax equivalent basis at a 35% tax rate.

23

Provision for Loan Losses

The provision for loan losses was $1.4 million and $2.4 million for the three and six months ended June 30, 2005, respectively, compared with $1.1 million and $2.2 million for the same periods in 2004. As a percentage of average outstanding loans, the provision for loan losses recorded for the three months ended June 30, 2005 was 0.16%, a decrease of five basis points from the same period in 2004. The provision for loan losses as a percentage of average outstanding loans recorded for the six months ended June 30, 2005 was 0.14%, a decrease of seven basis points from the same period in 2004. The decrease in the provision for loan losses in the three and six months ended June 30, 2005 is principally attributable to improved asset quality trends.

The provision for loan losses is based on management’s evaluation of inherent risks in the loan portfolio and a corresponding analysis of the allowance for loan losses. Additional discussion on loan quality and the allowance for loan losses is provided under the heading Asset Quality and Non-Performing Assets below.

Non-Interest Income

Non-interest income for the three months ended June 30, 2005 was $11.9 million, an increase of $2.7 million, or 30%, over the same period in 2004. Non-interest income for the six months ended June 30, 2005 was $22.5 million, an increase of $5.1 million, or 29%, over the same period in 2004. The following table presents the key components of non-interest income for the three and six months ended June 30, 2005 and 2004:

Non-Interest Income

	Three months ended June 30,										Six months ended June 30,
					Change			Change							Change			Change
(in thousands)	2005		2004		Amount			Percent			2005		2004		Amount			Percent
Deposit service charges	$	5,426	$	3,273	$	2,153			66	%	$	10,248	$	6,400	$	3,848			60	%
Brokerage fees		2,879		3,014		(135	)		–4	%		6,008		5,905		103			2	%
Mortgage banking revenue		228		2,399		(2,171	)		–90	%		1,578		4,048		(2,470	)		–61	%
Other		1,993		514		1,479			288	%		3,294		1,059		2,235			211	%
Net gain on sale of investment securities		1,398		6		1,392			NM			1,398		6		1,392			NM
Total	$	11,924	$	9,206	$	2,718			30	%	$	22,526	$	17,418	$	5,108			29	%

    NM — Not meaningful

Deposit service charges increases are principally attributable to the Humboldt acquisition. Total brokerage fees for the three and six months ended June 30, 2005 were comparable to the three and six months ended June 30, 2004. The decrease in mortgage banking revenue in the three and six months ended June 30, 2005 relates to a $2.1 million impairment charge to the value of mortgage servicing right portfolio. This impairment resulted from a decline in mortgage interest rates. Excluding mortgage servicing right impairments, mortgage banking revenue was $2.3 million for the second quarter of 2005, compared to $1.5 million for the same quarter one year ago. Offsetting the impairment in the second quarter of 2005 were $1.4 million in gains on the sale of securities and $0.6 million in gain on the sale of our remaining credit card portfolio which is reflected in other non-interest income. The remaining increase in other non-interest income results primarily from increased revenue related to the Humboldt acquisition.

Non-Interest Expense

Non-interest expense for the three months ended June 30, 2005 was $36.4 million, an increase of $11.4 million or 46% over the same period of 2004. Non-interest expense for the six months ended June 30, 2005 was $71.9 million, an increase of $22.9 million or 47% over the six months ended June 30, 2004. The following table presents the key elements of non-interest expense for the three and six months ended June 30, 2005 and 2004.

24

Non-Interest Expense

	Three months ended June 30,										Six months ended June 30,
					Change			Change							Change			Change
(in thousands)	2005		2004		Amount			Percent			2005		2004		Amount			Percent
Salaries and employee benefits	$	20,361	$	13,753	$	6,608			48	%	$	40,640	$	27,419	$	13,221			48	%
Net occupancy and equipment		6,109		4,153		1,956			47	%		12,242		8,268		3,974			48	%
Communications		1,578		1,303		275			21	%		2,823		2,541		282			11	%
Marketing		1,310		925		385			42	%		2,067		1,662		405			24	%
Services		2,835		1,667		1,168			70	%		6,347		3,267		3,080			94	%
Supplies		710		416		294			71	%		1,237		851		386			45	%
Intangible amortization		660		86		574			667	%		1,320		173		1,147			663	%
Merger-related expenses		161		549		(388	)		–71	%		262		765		(503	)		–66	%
Other		2,697		2,154		543			25	%		4,918		4,001		917			23	%
Total	$	36,421	$	25,006	$	11,415			46	%	$	71,856	$	48,947	$	22,909			47	%

Increase in non-interest expense is primarily attributable to the inclusion of expenses from California operations as a result of the Humboldt acquisition as well as increased communication expense and marketing initiatives. We incur significant expenses in connection with the completion and integration of bank acquisitions that are not capitalizable. Substantially all merger-related expense incurred in the three and six months ended June 30, 2005 related to the Humboldt acquisition. We do not expect to incur any additional merger-related expenses in connection with the Humboldt or any other previous merger.

Income Taxes

Our consolidated effective tax rate as a percentage of pre-tax income from continuing operations for three and six months ended June 30, 2005 was 36.4% and 36.9%, compared to 36.5% and 35.8% for the three and six months ended June 30, 2004. The change in the six month effective tax rate is primarily attributable to the increased State of California tax rate on income from operations related to the Humboldt acquisition and the reduced proportion of tax exempt income to total income. The effective tax rates were below the federal statutory rate of 35% and the apportioned state rate of 5% (net of the federal tax benefit) principally because of income arising from bank owned life insurance, income on tax exempt investment securities, tax credits arising from low income housing investments and exemptions related to loans and hiring in certain designated enterprise zones.

FINANCIAL CONDITION

Investment Securities

Total investment securities as of June 30, 2005 were $583.6 million, as compared to $687.8 million at December 31, 2004. This decrease is principally attributable to the sale of $39.8 million in municipal securities in the quarter and maturities of investment securities. No securities were purchased during the three months ended June 30, 2005. A total of $634,000 in securities were purchased during the six months ended June 30, 2005.

The following table presents the investment securities portfolio by major type as of June 30, 2005 and December 31, 2004:

25

Investment Securities Composition

	Investment Securities Available for Sale
	June 30, 2005					December 31, 2004
(in thousands)	Fair Value		%			Fair Value		%
U.S. Treasury and agencies	$	200,116		35	%	$	206,629		31	%
Mortgage-backed		137,880		24	%		150,454		22	%
Collateralized mortgage obligations		173,856		30	%		215,014		32	%
Obligations of states and political subdivisions		11,408		2	%		54,936		8	%
Other		48,635		9	%		48,951		7	%
Total	$	571,895		100	%	$	675,984		100	%

	Investment Securities Held to Maturity
	June 30, 2005					December 31, 2004
	Amortized					Amortized
	Cost		%			Cost		%
Obligations of states and political subdivisions	$	11,360		97	%	$	11,432		97	%
Other		375		3	%		375		3	%
Total	$	11,735		100	%	$	11,807		100	%

The investment securities portfolio had net unrealized gains of $4.2 million for the three months ended June 30, 2005 and net unrealized losses of $1.5 million for the six months ended June 30, 2005. These losses are principally attributable to increases in market interest rates from December 31, 2004 to June 30, 2005.

The average duration for the investment securities portfolio at June 30, 2005 was approximately 2.5 years. Information on average investment securities balances and average fully tax-equivalent yields is included under the Net Interest Income section of this Report.

Loans

Total loans outstanding as of June 30, 2005 were $3.6 billion, an increase of $144.1 million, or 4% from December 31, 2004. Loan growth in the six months ended June 30, 2005 occurred in both the Oregon/Washington and California markets, which recorded growth of $61.8 million and $82.3 million, respectively. This growth is consistent with recent periods and is attributed to continued improvement of economic conditions in our markets, the quality of our loan origination staff and the fact that most loan decisions can be made locally.

The following table presents the major components of the loan portfolio at June 30, 2005 and December 31, 2004:

Loan Concentrations

(in thousands)	June 30, 2005					December 31, 2004
Type of Loan	Amount		Percentage			Amount		Percentage
Construction and development	$	512,160		14.2	%	$	481,836		13.9	%
Farmland		44,453		1.2	%		39,662		1.1	%
Home equity credit lines		129,425		3.6	%		126,264		3.6	%
Single family first lien mortgage		112,315		3.1	%		116,457		3.4	%
Single family second lien mortgage		19,520		0.5	%		20,729		0.6	%
Multifamily		172,603		4.8	%		182,526		5.3	%
Commercial real estate		1,778,039		49.2	%		1,649,797		47.6	%
Total real estate secured		2,768,515		76.6	%		2,617,271		75.5	%
Commercial and industrial		697,559		19.3	%		699,471		20.2	%
Agricultural production		39,355		1.1	%		34,405		1.0	%
Consumer		62,438		1.7	%		77,903		2.2	%
Leases		16,887		0.5	%		18,351		0.5	%
Other		27,250		0.8	%		20,503		0.6	%
Total loans	$	3,612,004		100.0	%	$	3,467,904		100.0	%

26

Information on average loan balances and average yields is included under the Net Interest Income section of this Report.

Asset Quality and Non-Performing Assets

Non-performing loans, which include non-accrual loans and accruing loans past due over 90 days totaled $20.6 million, or 0.57% of total loans, at June 30, 2005, as compared to $22.6 million, or 0.65% of total loans, at December 31, 2004. Non-performing assets, which include non-performing loans and foreclosed real estate (“other real estate owned”), totaled $20.8 million, or 0.41% of total assets as of June 30, 2005, compared with $23.6 million, or 0.48% of total assets as of December 31, 2004.

Loans are classified as non-accrual when collection of principal or interest is doubtful — generally if they are past due as to maturity or payment of principal or interest by 90 days or more — unless such loans are well-secured and in the process of collection. Additionally, all loans that are “impaired” in accordance with SFAS No. 114, Accounting by Creditors for the Impairment of a Loan, are considered for non-accrual status. These loans will typically remain on non-accrual status until all principal and interest payments are brought current and the prospects for future payments in accordance with the loan agreement appear relatively certain. Foreclosed properties held as other real estate owned are recorded at the lower of the recorded investment in the loan or market value of the property less expected selling costs. Other real estate owned at June 30, 2005 totaled $213,000 and consisted of three small commercial properties.

The following table summarizes our non-performing assets as of June 30, 2005 and December 31, 2004:

Non-Performing Assets

	June 30,			December 31,
(in thousands)	2005			2004
Loans on nonaccrual status	$	19,458		$	21,836
Loans past due 90 days or more and accruing		1,148			737
Total nonperforming loans		20,606			22,573
Other real estate owned		213			979
Total nonperforming assets	$	20,819		$	23,552
Allowance for loan losses	$	44,510		$	44,229
Reserve for unfunded commitments		1,354			1,338
Allowance for credit losses	$	45,864		$	45,567
Asset quality ratios:
Non-performing assets to total assets		0.41	%		0.48	%
Non-performing loans to total loans		0.57	%		0.65	%
Allowance for loan losses to total loans		1.23	%		1.28	%
Allowance for credit losses to total loans		1.27	%		1.31	%
Allowance for credit losses to total non-performing loans		223	%		202	%

At June 30, 2005, approximately $15.7 million of loans were classified as restructured. The restructurings were granted in response to borrower financial difficulty, and generally provide for a temporary modification of loan repayment terms. Substantially all of the restructured loans as of June 30, 2005 were classified as impaired and $14.8 million were included as non-accrual loans in the table above.

We have not identified any other potential problem loans that were not classified as non-performing but for which known information about the borrower’s financial condition caused management to have concern about the ability of the borrowers to comply with the repayment terms of the loans. A decline in the economic conditions in our general market areas or other factors could adversely impact individual borrowers or the loan portfolio in general. Accordingly, there can be no assurance that loans will not become 90 days or more past due, become impaired or placed on non-accrual, restructured or transferred to other real estate owned in the future.

Allowance for Loan Losses and Reserve for Unfunded Commitments

The process for determining the adequacy of the allowance for loan losses (“ALL”) was modified during 2004 in connection with the Humboldt acquisition. These modifications did not result in a material adjustment to the allowance for loans losses. Additional information regarding the methodology used in determining the adequacy of the allowance for loan losses is contained in Part I, Item 1

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of our Annual Report on Form 10-K under the heading “Allowance for Loan Loss Methodology”.

The ALL totaled $44.5 million and $27.3 million at June 30, 2005 and June 30, 2004, respectively. The increase in the ALL from June 30, 2004 is principally attributable to the Humboldt acquisition.

Allowance for Loan Losses

	Six Months Ended
	June 30,
(in thousands)	2005			2004
Balance beginning of period	$	44,229		$	25,352
Provision for loan losses		2,400			2,175
Loans charged-off		(3,851	)		(862	)
Charge-off recoveries		1,732			654
Net charge-offs		(2,119	)		(208	)
Total Allowance for loan losses		44,510			27,319
Reserve for unfunded commitments		1,354			—
Allowance for credit losses	$	45,864		$	27,319
As a percentage of average loans (annualized):
Net charge-offs		0.12	%		0.02	%
Provision for loan losses		0.14	%		0.21	%
Allowance for loan losses as a percentage of:
Period end loans		1.23	%		1.27	%
Non-performing loans		216	%		221	%
Allowance for credit losses as a percentage of:
Period end loans		1.27	%		1.27	%
Non-performing loans		223	%		221	%

During the third quarter of 2004, a portion of the ALL related to unfunded credit commitments, such as letters of credit and the available portion of credit lines, was reclassified from the ALL to other liabilities on the balance sheet. Prior to July 1, 2004, our ALL adequacy model did not allocate any specific component of the ALL to loss exposure for unfunded commitments.

The following table presents a summary of activity in the reserve for unfunded commitments (“RUC”):

Summary of Reserve for Unfunded Commitments Activity

	June 30,			December 31,
(in thousands)	2005			2004
Balance beginning of quarter	$	1,368		$	1,216
Increase (decrease) charged to other expenses		(14	)		122
Charge-offs		—			—
Recoveries		—			—
Balance end of quarter	$	1,354		$	1,338

We believe that the ALL and RUC at June 30, 2005 are sufficient to absorb losses inherent in the loan portfolio and credit commitments outstanding as of that date, respectively, based on the best information available. This assessment, based in part on historical levels of net charge-offs, loan growth, and a detailed review of the quality of the loan portfolio, involves uncertainty and judgment; therefore, the adequacy of the ALL and RUC cannot be determined with precision and may be subject to change in future periods. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require additional charges to the provision for loan losses or other expenses in future periods if the results of their review warrant such.

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Mortgage Servicing Rights (“MSR”)

The following table presents the key elements of our MSR asset as of June 30, 2005 and December 31, 2004:

MSR

Mortgage Servicing Rights

	Six months ended
	June 30,			December 31,
(in thousands)	2005			2004
Balance, beginning of period	$	11,154		$	11,391
Additions for new mortgage servicing rights capitalized		1,478			1,211
Amortization of servicing rights		(969	)		(1,097	)
Impairment recovery / (charge)		(2,395	)		(351	)
Balance, end of period	$	9,268		$	11,154
Balance of loans serviced for others		1,026,088			1,064,000
MSR as a percentage of serviced loans		0.90	%		1.05	%

As of June 30, 2005, we serviced residential mortgage loans for others with an aggregate outstanding principal balance of approximately $1.0 billion for which servicing assets have been recorded. In accordance with generally accepted accounting principles, the servicing asset recorded at the time of sale is amortized over the term of, and in proportion to, net servicing revenues. For the three months ended June 30, 2005, total mortgage loan origination volume was $97.1 million, a decrease of $28.2 million, or 22%, as compared to the three months ended June 30, 2004. For the six months ended June 30, 2005, total mortgage loan origination volume was $164.6 million, a decrease of $71.3 million, or 30%, as compared to the six months ended June 30, 2004. This decrease is principally attributable to a lower level of refinance activity (due to higher market interest rates) and the termination of wholesale channel originations during the third quarter of 2004.

The value of MSR is impacted by market rates for mortgage loans. Historically low market rates can cause prepayments to increase as a result of refinancing activity. To the extent loans are prepaid sooner than estimated at the time servicing assets are originally recorded, it is possible that certain MSR assets may become impaired to the extent that the fair value is less than carrying value (net of any previously recorded amortization or valuation reserves). Generally, the fair value of our MSR will increase as market rates for mortgage loans rise and decrease if market rates fall.

During the second quarter of 2005, we recorded a $2.1 million impairment to the value of our mortgage servicing right portfolio. This impairment resulted from higher mortgage prepayment forecasts due to a decline in mortgage interest rates, and is included as a charge in mortgage banking revenue. At June 30, 2005, we had a valuation reserve of $3.2 million based on the estimated fair value of the servicing portfolio. The valuation reserve is adjusted on a quarterly basis through adjustments to mortgage banking revenue.

Goodwill and Core Deposit Intangible Assets

At June 30, 2005, we had goodwill and core deposit intangibles of $396.3 million and $10.8 million, respectively, as compared to $396.4 million and $12.1 million, respectively, at December 31, 2004. We amortize core deposit intangible assets on an accelerated basis over an estimated ten-year life.

Substantially all of the goodwill is associated with our community banking operations. We evaluate goodwill for possible impairment on a quarterly basis. There were no impairments recorded for the three and six months ended June 30, 2005 and 2004.

Deposits

Total deposits were $4.0 billion at June 30, 2005, an increase of $173.8 million, or 5%, from December 31, 2004. This growth is attributed to our unique delivery process, service quality focus, marketing and product design, and not as the result of paying rates in excess of market. Information on average deposit balances and average rates paid is included under the Net Interest Income section of this Report.

The following table presents the deposit balances by major category as of June 30, 2005 and December 31, 2004:

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Deposits

	June 30, 2005					December 31, 2004
(in thousands)	Amount		%			Amount		%
Non-interest bearing	$	977,160		25	%	$	891,731		23	%
Interest bearing demand		1,562,189		39	%		1,504,396		40	%
Savings and money market		445,319		11	%		452,684		12	%
Time, less than $100,000		473,463		12	%		462,951		12	%
Time, $100,000 or greater		514,789		13	%		487,345		13	%
Total	$	3,972,920		100	%	$	3,799,107		100	%

Borrowings

At June 30, 2005, the Bank had outstanding term debt of $13.3 million. Advances from the Federal Home Loan Banks of San Francisco and Seattle (“FHLB”) amounted to $12.5 million of the total and are secured by investment securities and residential mortgage loans. The FHLB advances outstanding at June 30, 2005 had fixed interest rates ranging from 2.69% to 7.44%. Approximately $10 million, or 80%, of the FHLB advances mature prior to December 31, 2005, and $11 million, or 88%, mature prior to December 31, 2007. Management expects continued use of FHLB advances as a source of short and long-term funding.

Junior Subordinated Debentures

We had junior subordinated debentures with carrying values of $166.0 million and $166.3 million, respectively, at June 30, 2005 and December 31, 2004, respectively.

At June 30, 2005, approximately $119 million, or 76% of the total issued amount, had interest rates that are adjustable on a quarterly basis based on a spread over LIBOR. Increases in short-term market interest rates during the three and six months ended June 30, 2005 have resulted in increased interest expense for junior subordinated debentures. Although any additional increases in short-term market interest rates will increase the interest expense for junior subordinated debentures, we believe that other attributes of our balance sheet will serve to mitigate the impact to net interest income on a consolidated basis.

As of June 30, 2005, $156.9 million (representing the entire issued amount) of junior subordinated debentures qualified as Tier 1 capital under regulatory capital purposes. Additional information regarding the terms of the junior subordinated debentures, including maturity/call dates and interest rates, is included in Note 9 of the Notes to Condensed Consolidated Financial Statements.

Liquidity and Cash Flow

The principal objective of our liquidity management program is to maintain the Bank’s ability to meet the day-to-day cash flow requirements of its customers who either wish to withdraw funds or to draw upon credit facilities to meet their cash needs.

We monitor the sources and uses of funds on a daily basis to maintain an acceptable liquidity position. In addition to liquidity from core deposits and the repayments and maturities of loans and investment securities, the Bank can utilize established uncommitted federal funds lines of credit, sell securities under agreements to repurchase, borrow on a secured basis from the FHLB or issue brokered certificates of deposit.

The Company is a separate entity from the Bank and must provide for its own liquidity. Substantially all of the Company’s revenues are obtained from dividends declared and paid by the Bank. There are statutory and regulatory provisions that could limit the ability of the Bank to pay dividends to the Company. We believe that such restrictions will not have an adverse impact on the ability of the Company to meet its ongoing cash obligations, which consist principally of debt service on the $156.9 million (issued amount) of outstanding junior subordinated debentures. As of June 30, 2005, the Company did not have any borrowing arrangements.

As disclosed in the Condensed Consolidated Statements of Cash Flows, net cash used by operating activities was $6.0 million during the six months ended June 30, 2005. Net cash of $49.5 million used in investing activities consisted principally of $157.0 million of net loan growth offset by sales and maturities of investment securities available for sale of $103.8 million. The $138.0 million of cash provided in financing activities primarily consisted of $174.2 million of net deposit growth, $47.0 million of Fed funds purchased, offset by $83.0 million of financing outflows related to repayment of term loans and securities sold under agreements to repurchase.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses that may require payment of a fee by the customer. Since many of the commitments will expire without being drawn upon, the total commitment amounts do not necessarily reflect future cash requirements. At June 30, 2005, commitments to extend credit and standby letters of credit were approximately

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$908.7 million and $25.4 million, respectively.

Capital Resources

Shareholders’ equity at June 30, 2005 was $714.7 million, an increase of $27.1 million, or 4%, from December 31, 2004. The increase in shareholders’ equity during the six months ended June 30, 2005 was principally due to the retention of $25.7 million, or approximately 83%, of net income for the six month period, partially offset by an increase in accumulated other comprehensive loss as a result of unrealized loss in the investment securities portfolio.

The following table shows Umpqua Holdings’ consolidated capital adequacy ratios, as calculated under regulatory guidelines, compared to the regulatory minimum capital ratio and the regulatory minimum capital ratio needed to qualify as a “well-capitalized” institution at June 30, 2005 and December 31, 2004:

											To Be Well Capitalized
						For Capital					Under Prompt Corrective
	Actual					Adequacy purposes					Action Provisions
(in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2005:
Total Capital
(to Risk Weighted Assets)	$	505,367		11.85	%	$	341,176		8.00	%	$	426,470		10.00	%
Tier I Capital
(to Risk Weighted Assets)	$	459,503		10.78	%	$	170,502		4.00	%	$	255,753		6.00	%
Tier I Capital
(to Average Assets)	$	459,503		10.04	%	$	183,069		4.00	%	$	228,836		5.00	%
As of December 31, 2004:
Total Capital
(to Risk Weighted Assets)	$	475,480		11.58	%	$	328,484		8.00	%	$	410,605		10.00	%
Tier I Capital
(to Risk Weighted Assets)	$	431,251		10.50	%	$	164,286		4.00	%	$	246,429		6.00	%
Tier I Capital
(to Average Assets)	$	431,251		9.55	%	$	180,629		4.00	%	$	225,786		5.00	%

The following table presents cash dividends declared and dividend payout ratios (dividends declared per share divided by basic earnings per share) for the three and six months ended June 30, 2005 and 2004:

Cash Dividends and Payout Ratios

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004			2005			2004
Dividend declared per share	$	0.06		$	0.06		$	0.12		$	0.10
Dividend payout ratio		17	%		19	%		17	%		16	%

Our board of directors has approved a stock repurchase plan for up to 2.5 million shares of common stock. As of June 30, 2005, a total of 2.1 million shares remain available for repurchase under this authorization, which expires on June 30, 2007. In addition, our stock option plans provide for option holders to pay for the exercise price in part or whole by tendering previously held shares. Shares repurchased in open market transactions during the three and six months ended June 30, 2005 totaled 52,405. We expect to continue to repurchase additional shares in the future. The timing and amount of such repurchases will depend upon the market price for our common stock, securities laws restricting repurchases, asset growth, earnings and our capital plan.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes in the quantitative and qualitative disclosures about market risk as of June 30, 2005 from those presented in our Annual Report on Form 10-K for the year ended December 31, 2004.

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Item 4. Controls and Procedures

Our management, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, have concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings. The disclosure controls and procedures were last evaluated by management as of June 30, 2005.

There have been no significant changes in our internal controls or in other factors that are likely to materially affect our internal controls over financial reporting subsequent to the date of the evaluation.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

Because of the nature of our business, we are involved in legal proceedings in the regular course of business. At this time, we do not believe that there is pending litigation the unfavorable outcome of which would result in a material adverse change to our financial condition, results of operations or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not Applicable

(b) Not Applicable

(c) The following table provides information about repurchases of common stock by the Company during the quarter ended June 30, 2005:

							Maximum Number
					Total Number of		of Remaining
					Shares		Shares that May
	Total number				Purchased as		be Purchased at
	of Shares		Average Price		Part of Publicly		Period End under
Period	Purchased (1)		Paid per Share		Announced Plan (2)		the Plan
4/1/05 - 4/30/05		16	$	22.88		—		2,139,971
5/1/05 - 5/31/05		52,405	$	21.87		52,405		2,087,566
6/1/05 - 6/30/05		—	$	—		—		2,087,566
Total for quarter		52,421	$	21.87		52,405

(1) Shares repurchased by the Company during the quarter include: (a) shares repurchased pursuant to the Company’s publicly announced corporate stock repurchase plan described in (2) below, and (b) cancellation of restricted stock to pay withholding taxes totaling 16 shares, 0 shares and 0 shares for April 2005, May 2005 and June 2005, respectively. No shares were tendered in connection with option exercises during the three months ended June 30, 2005.

(2) The repurchase plan, which was approved by the Board and announced in August 2003, originally authorized the repurchase of up to 1.0 million shares. The authorization was amended to increase the repurchase limit initially to 1.5 million shares. On June 8, 2005, the Company announced an expansion of the repurchase plan by increasing the repurchase limit to 2.5 million shares and extending the plan to expire on June 30, 2007.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Submissions of Matters to a Vote of Securities Holders

(a), (b), (c): The Company conducted its annual meeting of shareholders on May 6, 2005. On March 4, 2005, the record date, there were 44,391,059 shares of common stock outstanding. Holders of 38,316,596 shares (86.3%) were present at the meeting in person or by proxy. The following persons were elected as directors to serve the terms stated below:

Name	Term expires		Votes For		Votes Withheld
Allyn C. Ford		2008		37,633,781		684,815
Diane D. Miller		2008		37,458,137		860,459
Ronald F. Angell		2008		37,534,373		784,223
Bryan L. Timm		2008		37,524,448		794,148
Thomas W. Weborg		2007		37,617,708		700,808
Theodore S. Mason		2006		37,501,820		816,776

The following directors continue with terms of office that expire after the annual meeting: Scott Chambers (2006), Raymond P. Davis (2006), Lynn K. Herbert (2006), Diana E. Goldschmidt (2006), David B. Frohnmayer (2007), Dan Giustina (2007) and William A. Lansing (2007). Stephen M. Gambee was appointed to the Board on May 6, 2005, as reported in Form 8-K filed May 11, 2005.

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At the annual meeting, shareholders also approved the Umpqua Holdings Corporation 2005 Performance-Based Executive Incentive Plan by the following vote:

For	Against		Abstain		Broker non-votes
26,347,773		1,647,779		464,873		9,858,171

Item 5. Other Information

(a) Not Applicable.

(b) Not Applicable.

Item 6. Exhibits

The exhibits filed as part of this Report and exhibits incorporated herein by reference to other documents are listed in the Exhibit Index to this Report.

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SIGNATURES

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	UMPQUA HOLDINGS CORPORATION (Registrant)
Dated August 9, 2005	/s/	Raymond P. Davis
		Raymond P. Davis
		President and
		Chief Executive Officer
Dated August 9, 2005	/s/	Daniel A. Sullivan
		Daniel A. Sullivan
		Executive Vice President and
		Chief Financial Officer
Dated August 9, 2005	/s/	Ronald L. Farnsworth, Jr.
		Ronald L. Farnsworth, Jr.
		Senior Vice President/Finance and
		Principal Accounting Officer

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EXHIBIT INDEX

Exhibit

3.1(a)	Articles of Incorporation, as amended
3.2(b)	Bylaws, as amended
4.0(c)	Specimen Stock Certificate
10.1	Employment Agreement for William Fike dated May 12, 2005
10.2	2005 Executive Deferred Compensation Agreement with William Fike dated effective June 11, 2005.
10.3(d)	Umpqua Holdings Corporation 2005 Performance-Based Executive Incentive Plan
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.3	Certification of Principal Accounting Officer under Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Risk Factors

(a)	Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 filed September 9, 2002.
(b)	Incorporated by reference to Exhibit 3.2 to the Form 10-Q filed May 10, 2004.
(c)	Incorporated by reference to the Registration Statement on Form S-8 (No. 333-77259) filed with the SEC on April 28, 1999.
(d)	Incorporated by reference to Appendix B to the DEF 14A filed March 31, 2005.

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