Fair Value Measurement

The following table presents estimated fair values of the Company's financial instruments as of June 30, 2014 and December 31, 2013, whether or not recognized or recorded at fair value in the Condensed Consolidated Balance Sheets:



(in thousands)		June 30, 2014				December 31, 2013
		Carrying		Fair		Carrying		Fair
	Level	Value		Value		Value		Value
FINANCIAL ASSETS:
Cash and cash equivalents	1	$	840,420	$	840,420	$	790,423	$	790,423
Trading securities	1,2	9,420		9,420		5,958		5,958
Securities available for sale	2	2,588,969		2,588,969		1,790,978		1,790,978
Securities held to maturity	3	5,519		5,783		5,563		5,874
Loans held for sale	2	328,968		328,968		104,664		104,664
Non-covered loans and leases, net	3	14,732,350		14,724,066		7,269,089		7,250,596
Covered loans, net	3	297,610		301,961		363,992		409,555
Restricted equity securities	1	122,194		122,194		30,685		30,685
Residential mortgage servicing rights	3	114,192		114,192		47,765		47,765
Bank owned life insurance assets	1	292,714		292,714		96,938		96,938
FDIC indemnification asset	3	11,293		3,329		23,174		6,001
Derivatives	2,3	24,210		24,210		17,921		17,921
Visa Class B common stock	3	—		40,733		—		41,700
FINANCIAL LIABILITIES:
Deposits	1,2	$	16,323,000	$	16,326,488	$	9,117,660	$	9,125,832
Securities sold under agreements to repurchase	2	315,025		315,025		224,882		224,882
Term debt	2	1,057,915		1,083,704		251,494		270,004
Junior subordinated debentures, at fair value	3	246,077		246,077		87,274		87,274
Junior subordinated debentures, at amortized cost	3	101,737		72,894		101,899		72,009
Derivatives	2	25,904		25,904		14,562		14,562

Fair Value of Assets and Liabilities Measured on a Recurring Basis

The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013:



(in thousands)	June 30, 2014
Description	Total		Level 1		Level 2		Level 3
FINANCIAL ASSETS:
Trading securities
Obligations of states and political subdivisions	$	588	$	—	$	588	$	—
Equity securities	4,244		4,244		—		—
Other investments securities(1)	4,588		—		4,588		—
Available for sale securities
U.S. Treasury and agencies	233		—		233		—
Obligations of states and political subdivisions	348,979		—		348,979		—
Residential mortgage-backed securities and collateralized mortgage obligations	2,237,741		—		2,237,741		—
Investments in mutual funds and other equity securities	2,016		—		2,016		—
Loans held for sale, at fair value	322,912				322,912
Residential mortgage servicing rights, at fair value	114,192		—		—		114,192
Derivatives
Interest rate lock commitments	4,580		—		—		4,580
Interest rate forward sales commitments	21		—		21		—
Interest rate swaps	19,609		—		19,609		—
Total assets measured at fair value	$	3,059,703	$	4,244	$	2,936,687	$	118,772
FINANCIAL LIABILITIES:
Junior subordinated debentures, at fair value	$	246,077	$	—	$	—	$	246,077
Derivatives
Interest rate lock commitments	175		—		—		175
Interest rate forward sales commitments	4,700		—		4,700		—
Interest rate swaps	21,029		—		21,029		—
Total liabilities measured at fair value	$	271,981	$	—	$	25,729	$	246,252



(in thousands)	December 31, 2013
Description	Total		Level 1		Level 2		Level 3
FINANCIAL ASSETS:
Trading securities
Obligations of states and political subdivisions	$	2,366	$	—	$	2,366	$	—
Equity securities	3,498		3,498		—		—
Other investments securities(1)	94		—		94		—
Available for sale securities
U.S. Treasury and agencies	268		—		268		—
Obligations of states and political subdivisions	235,205		—		235,205		—
Residential mortgage-backed securities and collateralized mortgage obligations	1,553,541		—		1,553,541		—
Investments in mutual funds and other equity securities	1,964		—		1,964		—
Loans held for sale, at fair value	104,664				104,664
Residential mortgage servicing rights, at fair value	47,765		—		—		47,765
Derivatives
Interest rate lock commitments	706		—		—		706
Interest rate forward sales commitments	1,250		—		1,250		—
Interest rate swaps	15,965		—		15,965		—
Total assets measured at fair value	$	1,967,286	$	3,498	$	1,915,317	$	48,471
FINANCIAL LIABILITIES:
Junior subordinated debentures, at fair value	$	87,274	$	—	$	—	$	87,274
Derivatives
Interest rate lock commitments	—		—		—		—
Interest rate forward sales commitments	6		—		6		—
Interest rate swaps	14,556		—		14,556		—
Total liabilities measured at fair value	$	101,836	$	—	$	14,562	$	87,274


(1)	Principally represents U.S. Treasury and agencies or residential mortgage-backed securities issued or guaranteed by governmental agencies.

The following methods were used to estimate the fair value of each class of financial instrument above:

Cash and Cash Equivalents—For short-term instruments, including cash and due from banks, and interest bearing deposits with banks, the carrying amount is a reasonable estimate of fair value.

Securities— Fair values for investment securities are based on quoted market prices when available or through the use of alternative approaches, such as matrix or model pricing, or broker indicative bids, when market quotes are not readily accessible or available.

Loans Held for Sale— Fair value is determined based on quoted secondary market prices for similar loans, including the implicit fair value of embedded servicing rights.

Non-covered Loans and Leases - Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, including commercial, real estate and consumer loans. Each loan category is further segregated by fixed and adjustable rate loans. The fair value of loans is calculated by discounting expected cash flows at rates which similar loans are currently being made. These amounts are discounted further by embedded probable losses expected to be realized in the portfolio.

Covered Loans – Covered loans are initially measured at their estimated fair value on their date of acquisition as described in Note 6. Subsequent to acquisition, the fair value of covered loans is measured using the same methodology as that of non-covered loans.

Restricted Equity Securities – The carrying value of restricted equity securities approximates fair value as the shares can only be redeemed by the issuing institution at par.

Residential Mortgage Servicing Rights - The fair value of mortgage servicing rights is estimated using a discounted cash flow model. Assumptions used include market discount rates, anticipated prepayment speeds, delinquency and foreclosure rates, and ancillary fee income net of servicing costs. This model is periodically validated by an independent external model validation group. The model assumptions and the MSR fair value estimates are also compared to observable trades of similar portfolios as well as to MSR broker valuations and industry surveys, as available. Management believes the significant inputs utilized are indicative of those that would be used by market participants.

Bank Owned Life Insurance Assets – Fair values of insurance policies owned are based on the insurance contract's cash surrender value.

FDIC Indemnification Asset - The FDIC indemnification asset is calculated as the expected future cash flows under the loss-share agreement discounted by a rate reflective of the creditworthiness of the FDIC as would be required from the market.

Visa Inc. Class B Common Stock - The fair value of Visa Class B common stock is estimated by applying a 5% discount to the value of the unredeemed Class A equivalent shares. The discount primarily represents the risk related to the further potential reduction of the conversion ratio between Class B and Class A shares and a liquidity risk premium.

Deposits—The fair value of deposits with no stated maturity, such as non-interest bearing deposits, savings and interest checking accounts, and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.

Securities Sold under Agreements to Repurchase - For short-term instruments, including securities sold under agreements to repurchase and federal funds purchased, the carrying amount is a reasonable estimate of fair value.

Term Debt—The fair value of medium term notes is calculated based on the discounted value of the contractual cash flows using current rates at which such borrowings can currently be obtained.

Junior Subordinated Debentures - The fair value of junior subordinated debentures is estimated using an income approach valuation technique. The significant inputs utilized in the estimation of fair value of these instruments are the credit risk adjusted spread and three month LIBOR. The credit risk adjusted spread represents the nonperformance risk of the liability, contemplating the inherent risk of the obligation. The Company periodically utilizes an external valuation firm to determine or validate the reasonableness of inputs and factors that are used to determine the fair value. The ending carrying (fair) value of the junior subordinated debentures measured at fair value represents the estimated amount that would be paid to transfer these liabilities in an orderly transaction amongst market participants. Due to credit concerns in the capital markets and inactivity in the trust preferred markets that have limited the observability of market spreads, we have classified this as a Level 3 fair value measure.

Derivative Instruments - The fair value of the interest rate lock commitments and forward sales commitments are estimated using quoted or published market prices for similar instruments, adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate. The pull-through rate assumptions are considered Level 3 valuation inputs and are significant to the interest rate lock commitment valuation; as such, the interest rate lock commitment derivatives are classified as Level 3. The fair value of the interest rate swaps is determined using a discounted cash flow technique incorporating credit valuation adjustments to reflect nonperformance risk in the measurement of fair value. Although the Bank has determined that the majority of the inputs used to value its interest rate swap derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments ("CVA") associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of June 30, 2014, the Bank has assessed the significance of the impact of the CVA on the overall valuation of its interest rate swap positions and has determined that the CVA are not significant to the overall valuation of its interest rate swap derivatives. As a result, the Bank has classified its interest rate swap derivative valuations in Level 2 of the fair value hierarchy.

Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3)

The following table provides a description of the valuation technique, unobservable input, and qualitative information about the unobservable inputs for the Company's assets and liabilities classified as Level 3 and measured at fair value on a recurring basis at June 30, 2014:



Financial Instrument	Valuation Technique	Unobservable Input	Weighted Average (Range)
Residential mortgage servicing rights	Discounted cash flow
		Constant Prepayment Rate	11.58%
		Discount Rate	9.14%
Interest rate lock commitment	Internal Pricing Model
		Pull-through rate	75.4%
Junior subordinated debentures	Discounted cash flow
		Credit Spread	6.18%

Generally, any significant increases in the constant prepayment rate and discount rate utilized in the fair value measurement of the residential mortgage servicing rights will result in negative fair value adjustments (and a decrease in the fair value measurement). Conversely, a decrease in the constant prepayment rate and discount rate will result in a positive fair value adjustment (and increase in the fair value measurement).

An increase in the pull-through rate utilized in the fair value measurement of the interest rate lock commitment derivative will result in positive fair value adjustments (and an increase in the fair value measurement.) Conversely, a decrease in the pull-through rate will result in a negative fair value adjustment (and a decrease in the fair value measurement.)

Management believes that the credit risk adjusted spread utilized in the fair value measurement of the junior subordinated debentures carried at fair value is indicative of the nonperformance risk premium a willing market participant would require under current market conditions, that is, the inactive market. Management attributes the change in fair value of the junior subordinated debentures during the period to market changes in the nonperformance expectations and pricing of this type of debt, and not as a result of changes to our entity-specific credit risk. The widening of the credit risk adjusted spread above the Company's contractual spreads has primarily contributed to the positive fair value adjustments. Future contractions in the credit risk adjusted spread relative to the spread currently utilized to measure the Company's junior subordinated debentures at fair value as of June 30, 2014, or the passage of time, will result in negative fair value adjustments. Generally, an increase in the credit risk adjusted spread and/or a decrease in the three month LIBOR swap curve will result in positive fair value adjustments (and decrease the fair value measurement). Conversely, a decrease in the credit risk adjusted spread and/or an increase in the three month LIBOR swap curve will result in negative fair value adjustments (and increase the fair value measurement).

The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three and six months ended June 30, 2014 and 2013.



(in thousands)
Three Months Ended June 30,	Beginning Balance		Change included in earnings			Purchases and issuances		Sales and settlements			Ending Balance		Net change in unrealized gains or (losses) relating to items held at end of period
2014
Residential mortgage servicing rights	$	49,220	$	(3,160	)	$	68,132	$	—		$	114,192	$	(2,601	)
Interest rate lock commitment, net	1,394		(4,806		)	12,937		(5,120		)	4,405		4,405
Junior subordinated debentures, at fair value	87,800		3,277			156,840		(1,840		)	246,077		3,277

2013
Residential mortgage servicing rights	$	32,097	$	1,387		$	4,708	$	—		$	38,192	$	2,544
Interest rate lock commitment, net	3,946		(3,946		)	21,656		(21,018		)	638		638
Junior subordinated debentures, at fair value	85,616		1,519			—		(976		)	86,159		1,519



(in thousands)
Six Months Ended June 30,	Beginning Balance		Change included in earnings			Purchases and issuances		Sales and settlements			Ending Balance		Net change in unrealized gains or (losses) relating to items held at end of period
2014
Residential mortgage servicing rights	$	47,765	$	(4,113	)	$	70,540	$	—		$	114,192	$	(394	)
Interest rate lock commitment, net	706		(4,118		)	16,177		(8,360		)	4,405		4,405
Junior subordinated debentures, at fair value	87,274		4,767			156,840		(2,804		)	246,077		4,767

2013
Residential mortgage servicing rights	$	27,428	$	(346	)	$	11,110	$	—		$	38,192	$	(344	)
Interest rate lock commitment, net	1,478		(1,478		)	35,135		(34,497		)	638		638
Junior subordinated debentures, at fair value	85,081		3,030			—		(1,952		)	86,159		3,030

Losses on residential mortgage servicing rights carried at fair value are recorded in residential mortgage banking revenue within non-interest income. Gains (losses) on interest rate lock commitments carried at fair value are recorded in residential mortgage banking revenue within non-interest income. Gains (losses) on junior subordinated debentures carried at fair value are recorded within its own line item in non-interest income. The contractual interest expense on the junior subordinated debentures is recorded on an accrual basis as interest on junior subordinated debentures within interest expense. Settlements related to the junior subordinated debentures represent the payment of accrued interest that is embedded in the fair value of these liabilities.

Additionally, from time to time, certain assets are measured at fair value on a nonrecurring basis. These adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment.

Fair Value of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The following table presents information about the Company's assets and liabilities measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting period. The amounts disclosed below represent the fair values at the time the nonrecurring fair value measurements were made, and not necessarily the fair value as of the dates reported upon.



(in thousands)	June 30, 2014
	Total		Level 1		Level 2		Level 3
Non-covered loans and leases	$	16,301	$	—	$	—	$	16,301
Non-covered other real estate owned	698		—		—		698
Covered other real estate owned	—		—		—		—
	$	16,999	$	—	$	—	$	16,999



(in thousands)	December 31, 2013
	Total		Level 1		Level 2		Level 3
Non-covered loans and leases	$	20,421	$	—	$	—	$	20,421
Non-covered other real estate owned	1,986		—		—		1,986
Covered other real estate owned	2,770		—		—		2,770
	$	25,177	$	—	$	—	$	25,177

The following table presents the losses resulting from nonrecurring fair value adjustments for the three and six months ended June 30, 2014 and 2013:



(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Non-covered loans and leases	$	2,674	$	3,878	$	5,259	$	12,157
Non-covered other real estate owned	16		68		115		437
Covered other real estate owned	—		126		—		680
Total loss from nonrecurring measurements	$	2,690	$	4,072	$	5,374	$	13,274

The non-covered loans and leases amount above represents impaired, collateral-dependent loans that have been adjusted to fair value. When we identify a collateral-dependent loan as impaired, we measure the impairment using the current fair value of the collateral, less selling costs. Depending on the characteristics of a loan, the fair value of collateral is generally estimated by obtaining external appraisals. If we determine that the value of the impaired loan is less than the recorded investment in the loan, we recognize this impairment and adjust the carrying value of the loan to fair value through the allowance for loan and lease losses. The loss represents charge-offs or impairments on collateral-dependent loans for fair value adjustments based on the fair value of collateral.

The non-covered and covered other real estate owned amount above represents impaired real estate that has been adjusted to fair value. Non-covered other real estate owned represents real estate which the Bank has taken control of in partial or full satisfaction of loans. At the time of foreclosure, other real estate owned is recorded at the lower of the carrying amount of the loan or fair value less costs to sell, which becomes the property's new basis. Any write-downs based on the asset's fair value at the date of acquisition are charged to the allowance for loan and lease losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Fair value adjustments on other real estate owned are recognized within net loss on real estate owned. The loss represents impairments on non-covered other real estate owned for fair value adjustments based on the fair value of the real estate.

Fair Value Option

The following table presents the difference between the aggregate fair value and the aggregate unpaid principal balance of loans held for sale accounted for under the fair value option as of June 30, 2014 and December 31, 2013:

(in thousands)

June 30, 2014

December 31, 2013

Fair Value

Aggregate

Less Aggregate

Aggregate

Less Aggregate

Unpaid

Fair

Principal

Fair

Principal

Value

Balance

Value

Balance

Loans held for sale

322,912

307,450

15,462

104,664

101,795

2,869

Residential mortgage loans held for sale accounted for under the fair value option are measured initially at fair value with subsequent changes in fair value recognized in earnings. Gains and losses from such changes in fair value are reported as a component of mortgage banking revenue, net in the Consolidated Statements of Income. For the three and six months ended June 30, 2014 the Company recorded a net increase of $12.3 million and $12.6 million, respectively, for the three and six months ended June 30, 2013, the Company recorded a net decrease of $6.0 million and $16.8 million, respectively, representing the change in fair value reflected in earnings.

There were no nonaccrual residential mortgage loans held for sale or residential mortgage loans held for sale 90 days or more past due and still accruing interest as of June 30, 2014 and December 31, 2013, respectively.

The Company selected the fair value measurement option for existing junior subordinated debentures (the Umpqua Statutory Trusts) and for junior subordinated debentures acquired from Sterling. The remaining junior subordinated debentures were acquired through previous business combinations and were measured at fair value at the time of acquisition and subsequently measured at amortized cost.

Accounting for the selected junior subordinated debentures at fair value enables us to more closely align our financial performance with the economic value of those liabilities. Additionally, we believe it improves our ability to manage the market and interest rate risks associated with the junior subordinated debentures. The junior subordinated debentures measured at fair value and amortized cost are presented as separate line items on the balance sheet. The ending carrying (fair) value of the junior subordinated debentures measured at fair value represents the estimated amount that would be paid to transfer these liabilities in an orderly transaction amongst market participants under current market conditions as of the measurement date.

Due to inactivity in the junior subordinated debenture market and the lack of observable quotes of our, or similar, junior subordinated debenture liabilities or the related trust preferred securities when traded as assets, we utilize an income approach valuation technique to determine the fair value of these liabilities using our estimation of market discount rate assumptions. The Company monitors activity in the trust preferred and related markets, to the extent available, changes related to the current and anticipated future interest rate environment, and considers our entity-specific creditworthiness, to validate the reasonableness of the credit risk adjusted spread and effective yield utilized in our discounted cash flow model. Regarding the activity in and condition of the junior subordinated debt market, we noted no observable changes in the current period as it relates to companies comparable to our size and condition, in either the primary or secondary markets. Relating to the interest rate environment, we considered the change in slope and shape of the forward LIBOR swap curve in the current period, the effects of which did not result in a significant change in the fair value of these liabilities.