Business Combinations (Tables)

12 Months Ended

Dec. 31, 2013

Merger-Related Expense



	2013		2012		2011
Professional fees	$	7,755	$	1,145	$	173
Compensation and relocation	158		856		—
Communications	49		66		—
Premises and equipment	44		29		82
Travel	140		98		11
Other	690		144		94
Total	$	8,836	$	2,338	$	360

Financial Pacific Holding Corp [Member]

Business Acquisition [Line Items]

Schedule of Net Assets Acquired and Estimated Fair Value Adjustments

A summary of the net assets acquired and the estimated fair value adjustments of FinPac are presented below:

(in thousands)



	FinPac
	July 1, 2013
Cost basis net assets	$	61,446
Cash payment paid	(156,110		)
Fair value adjustments:
Non-covered loans and leases, net	6,881
Other intangible assets	(8,516		)
Other assets	(1,650		)
Term debt	(400		)
Other liabilities	1,572
Goodwill	$	(96,777	)

Schedule of Assets Acquired and Liabilities Assumed at Estimated Fair Values

The statement of assets acquired and liabilities assumed at their fair values of FinPac are presented below. Additional adjustments to the purchase price allocation may be required, specifically to leases, other assets, other liabilities and taxes.

(in thousands)



	FinPac
	July 1, 2013
Assets Acquired:
Cash and equivalents	$	6,452
Non-covered loans and leases, net	264,336
Premises and equipment	491
Goodwill	96,777
Other assets	8,015
Total assets acquired	$	376,071

Liabilities Assumed:
Term debt	211,204
Other liabilities	8,757
Total liabilities assumed	219,961
Net Assets Acquired	$	156,110

Schedule of Loans Acquired

Non-covered leases acquired from FinPac that are not subject to the requirements of FASB ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30") are presented below at acquisition:

(in thousands)



	FinPac
	July 1, 2013
Contractually required payments	$	350,403
Purchase adjustment for credit	$	(20,520	)
Balance of non-covered loans and leases, net	$	264,336

Pro Forma Results of Operations

The following tables present unaudited pro forma results of operations for the years ended December 31, 2013 and 2012 as if the acquisition of FinPac had occurred on January 1, 2012. The proforma results have been prepared for comparative purposes only and are not necessarily indicative of the results that would have been obtained had the acquisitions actually occurred on January 1, 2012.

(in thousands, except per share data)



	December 31, 2013
						Pro Forma				Pro Forma
	Company			FinPac (a)		Adjustments				Combined
Net interest income	$	404,965		$	25,526	$	(6,891	)	(b)	$	423,600
Provision for non-covered loan and lease losses	16,829			3,272		—			(c)	20,101
Recapture of provision for covered loan losses	(6,113		)	—		—				(6,113		)
Non-interest income	121,441			1,312		—				122,753
Non-interest expense	364,661			8,596		(76		)	(d)	373,181
Income before provision for income taxes	151,029			14,970		(6,815		)		159,184
Provision for income taxes	52,668			5,835		(2,835		)	(e)	55,668
Net income	98,361			9,135		(3,980		)		103,516
Dividends and undistributed earnings allocated to participating securities	788			—		41				829
Net earnings available to common shareholders	$	97,573		$	9,135	$	(4,021	)		$	102,687
Earnings per share:
Basic	$	0.87								$	0.92
Diluted	$	0.87								$	0.92
Average shares outstanding:
Basic	111,938									111,938
Diluted	112,176									112,176

(a) FinPac amounts represent results from January 1, 2013 to June 30, 2013.

(b) Adjustment of interest income from leases due to the estimated loss of income from the write-off of FinPac's loan mark (related to a prior acquisition) and the amortization of the new interest rate mark and the accretion of the acquisition accounting adjustment relating to the credit mark. The amortization period will be the contractual lives of the leases, which is approximately four years, and will be amortized into income using the effective yield method.

(c) As acquired leases are recorded at fair value, Umpqua would expect a reduction in the historical provision for loan and leases losses from FinPac; however, no adjustment to the historical amount of FinPac provision for loan and lease losses is reflected.

(d) Adjustment to reflect additional compensation expense related to restricted stock granted to FinPac management and the removal of FinPac director compensation and travel fees, and FinPac management fees of the Financial Pacific Holdings, LLC entity which was not acquired.

(e) Income tax effect of pro forma adjustments at the Company's statutory tax rate of 35%.

(in thousands, except per share data)



	December 31, 2012
					Pro Forma				Pro Forma
	Company		FinPac (a)		Adjustments				Combined
Net interest income	$	407,236	$	50,809	$	(5,332	)	(b)	$	452,713
Provision for non-covered loan and lease losses	21,796		7,291		—			(c)	29,087
Provision for covered loan losses	7,405		—		—				7,405
Non-interest income	136,829		4,132		—				140,961
Non-interest expense	359,652		16,101		(1,236		)	(d)	374,517
Income before provision for income taxes	155,212		31,549		(4,096		)		182,665
Provision for income taxes	53,321		12,192		(1,434		)	(e)	64,079
Net income	101,891		19,357		(2,662		)		118,586
Dividends and undistributed earnings allocated to participating securities	682		—		112				794
Net earnings available to common shareholders	$	101,209	$	19,357	$	(2,774	)		$	117,792
Earnings per share:
Basic	$	0.90							$	1.05
Diluted	$	0.90							$	1.05
Average shares outstanding:
Basic	111,935								111,935
Diluted	112,151								112,151

(a) FinPac amounts represent results from January 1, 2012 to December 31, 2012.

(d) Adjustment to reflect additional compensation expense related to restricted stock granted to FinPac management and the removal of FinPac director compensation and travel fees, FinPac management fees, and other expenses of Financial Pacific Holdings, LLC entity which was not acquired.

(e) Income tax effect of pro forma adjustments at the Company's statutory tax rate of 35%.

Circle Bancorp [Member]

Business Acquisition [Line Items]

Schedule of Net Assets Acquired and Estimated Fair Value Adjustments

A summary of the net assets acquired and the estimated fair value adjustments of Circle are presented below:

(in thousands)



	Circle Bank
	November 14, 2012

Cost basis net assets	$	17,127
Cash payment paid	(24,860		)
Fair value adjustments:
Non-covered loans and leases, net	(2,622		)
Other intangible assets	830
Non-covered other real estate owned	(487		)
Deposits	(904		)
Term debt	(2,404		)
Other	1,407
Goodwill	$	(11,913	)

Schedule of Assets Acquired and Liabilities Assumed at Estimated Fair Values

The statement of assets acquired and liabilities assumed at their fair values of Circle are presented below:

(in thousands)



	Circle Bank
	November 14, 2012
Assets Acquired:
Cash and equivalents	$	39,328
Investment securities	793
Non-covered loans and leases, net	246,665
Premises and equipment	7,695
Restricted equity securities	2,491
Goodwill	11,913
Other intangible assets	830
Non-covered other real estate owned	1,602
Other assets	6,478
Total assets acquired	$	317,795

Liabilities Assumed:
Deposits	$	250,408
Junior subordinated debentures	8,764
Term debt	55,404
Other liabilities	3,219
Total liabilities assumed	$	317,795

Schedule of Loans Acquired

Non-covered loans acquired from Circle that are not subject to the requirements of FASB ASC 310-30 Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30") are presented below at acquisition:

(in thousands)



	Circle Bank
	November 14, 2012
Contractually required principal payments	$	242,999
Purchase adjustment for credit	(5,760		)
Balance of performing non-covered loans	$	240,850

Non-covered loans acquired from Circle that are subject to the requirements of ASC 310-30 are presented below at acquisition and as of December 31, 2013 and December 31, 2012:

(in thousands)



	December 31,		December 31,		November 14,
	2013		2012		2012
Contractually required principal payments	$	5,523	$	12,231	$	12,252
Carrying balance of acquired purchase credit impaired non-covered loans	$	2,268	$	5,809	$	5,815