8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report: January 23, 2018

(Date of earliest event reported)

Umpqua Holdings Corporation

(Exact Name of Registrant as Specified in Its Charter)

OREGON (State or Other Jurisdiction of Incorporation or Organization) 001-34624 (Commission File Number) 93-1261319 (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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 2.02 Results of Operations and Financial Condition.

On January 23, 2018, Umpqua Holdings Corporation issued a press release announcing fourth quarter and full year 2017 financial results. The release is attached hereto as Exhibit 99.1. The information included in the press release is considered to be "furnished" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Umpqua Holdings Corporation will include final financial statements and additional analyses for the year ended December 31, 2017 as part of its annual report on Form 10-K covering that period.

Item 7.01 Regulation FD Disclosure

Umpqua Holdings Corporation is filing an investor slide presentation that it intends to review in conjunction with its earnings release conference call on January 24, 2018. The slides are included as Exhibit 99.2 to this report and shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01	Financial Statements and Exhibits.
(d)	EXHIBITS
	99.1 Press Release announcing fourth quarter and full year 2017 financial results dated January 23, 2018
	99.2 Fourth Quarter 2017 Investor Presentation

SIGNATURES

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

	UMPQUA HOLDINGS CORPORATION (Registrant)
Dated: January 23, 2018	By:/s/ Andrew H. Ognall Andrew H. Ognall Executive Vice President, General Counsel and Secretary

EX-99.1

EXHIBIT 99.1 

Contacts:

Ron Farnsworth	Bradley Howes
EVP/Chief Financial Officer	SVP/Director of Investor Relations
Umpqua Holdings Corporation	Umpqua Holdings Corporation
503-727-4108	503-727-4226
ronfarnsworth@umpquabank.com	bradhowes@umpquabank.com

UMPQUA REPORTS QUARTERLY AND ANNUAL RESULTS

Fourth quarter 2017 net earnings of $82.8 million, or $0.38 per common share

Full-year 2017 net earnings of $246.9 million, or $1.12 per common share

Annual loan and lease growth of $1.6 billion, or 9%, and deposit growth of $927.3 million, or 5%

PORTLAND, Ore. – January 23, 2018 – Umpqua Holdings Corporation (NASDAQ: UMPQ) (the “Company”) reported net earnings available to common shareholders of $82.8 million for the fourth quarter of 2017, compared to $61.3 million for the third quarter of 2017 and $69.2 million for the fourth quarter of 2016. Earnings per diluted common share were $0.38 for the fourth quarter of 2017, compared to $0.28 for the third quarter of 2017 and $0.31 for the fourth quarter of 2016.

For the twelve months ended December 31, 2017, the Company reported net earnings available to common shareholders of $246.9 million, or $1.12 per diluted common share, up from $232.8 million, or $1.05 per diluted common share, for the twelve months ended December 31, 2016.

“2017 was a pivotal year for Umpqua. We delivered solid financial performance and strong balance sheet growth, while developing and making good progress on Umpqua Next Gen, our long-term strategic initiative to deliver enhanced profitability while modernizing and evolving the institution to implement our human digital banking strategy,” said Cort O'Haver, president and CEO of Umpqua Holdings Corporation. “The organization’s discipline and hard work last year has positioned us well for 2018 and beyond. Building on that foundation, and in light of recent tax reform, Umpqua is planning to accelerate strategic investments in our associates, communities, and digital and technology projects to enhance the customer experience, which we believe will enhance shareholder value.”

Notable items that impacted the fourth quarter2017 financial results included:

• $26.9 million net benefit to the provision for income taxes related to a revaluation of the net deferred tax liability and amortization of tax credit investments associated with the passage of the Tax Cuts and Jobs Act ("Tax Act"), partially offset by the non-deductibility of certain executive compensation.

• In light of the Tax Act, the Company took the opportunity to make additional investments, including expenses of $3.2 million related to employee profit sharing and $2.0 million in donations to the Umpqua Bank Charitable Foundation.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 2

• $2.0 million gain related to the fair value change of the MSR asset, compared to a negative adjustment of $9.2 million in the prior quarter and a $16.5 million gain in the same period of the prior year.

• $0.2 million gain related to the fair value change of the debt capital market swap derivatives, compared to a negative adjustment of $0.2 million in the prior quarter and a gain of $4.6 million in the same period of the prior year.

• $3.1 million of exit or disposal costs, related primarily to planned store consolidations, compared to $1.6 million in the prior quarter and $1.2 million in the same period of the prior year.

• $10.0 million net loss on junior subordinated debentures carried at fair value, compared to a loss of $1.6 million in both the prior quarter and the same period of the prior year. The incremental net loss this quarter, relative to prior quarter levels, reflected the change in fair value for continued tightening of market credit spreads.

Full-Year 2017 Highlights (comparisons are to prior year):

• Gross loan and lease growth of $1.6 billion, or 9%;

• Deposit growth of $927.3 million, or 5%;

• Net interest income increased by $15.3 million, driven primarily by higher average balances of loans and leases, partially offset by lower net interest margin and a lower level of accretion of the credit discount;

• Provision for loan and lease losses increased by $5.6 million primarily due to loan and lease growth, along with a $2.6 million increase in net charge-offs;

• Non-interest income decreased by $21.1 million, driven primarily by lower residential mortgage banking revenue and the higher net loss on junior subordinated debentures carried at fair value (see notable items above), partially offset by higher other income;

• Non-interest expense increased by $10.7 million, driven primarily by higher salaries and benefits expense; and

• Paid dividends of $0.68 per common share, repurchased 325,000 shares of stock, and grew tangible book value¹ by 5%, or $0.48 per share.

1 "Non-GAAP" financial measure. More information regarding this measurement and a reconciliation to the comparable GAAP measurement is provided

under the heading Non-GAAP Financial Measures below.

Fourth Quarter 2017 Highlights (comparisons are to prior quarter):

• Gross loan and lease growth of $402.4 million, or 9% annualized;

• Deposit growth of $96.4 million, or 2% annualized;

• Net interest income was flat, as the growth in the loan and lease portfolio was offset by lower accretion of the credit discount;

• Provision for loan and lease losses increased by $0.9 million;

• Non-interest income decreased by $3.4 million, driven primarily by the $8.4 million increase in net loss on junior subordinated debentures carried at fair value (see notable items above) and lower gains from portfolio loan sales, partially offset by higher mortgage banking revenue attributable to a linked quarter increase in the fair value change of the MSR asset;

• Non-interest expense increased by $4.4 million, reflecting the additional investments resulting from tax reform (see notable items above), partially offset by lower merger-related expense;

• Non-performing assets to total assets increased to 0.37%, driven primarily by two larger non-performing loans;

• Estimated total risk-based capital ratio of 14.0% and estimated Tier 1 common to risk weighted assets ratio of 11.0%;

• Declared quarterly cash dividend of $0.18 per common share; and

• Repurchased 100,000 shares of common stock for $2.1 million.

Balance Sheet

Total consolidated assets were $25.7 billion as of December 31, 2017, compared to $25.7 billion as of September 30, 2017 and $24.8 billion as of December 31, 2016. Including secured off-balance sheet lines of credit, total available liquidity was $9.8 billion as of December 31, 2017, representing 38% of total assets and 49% of total deposits.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 3

Gross loans and leases were $19.1 billion as of December 31, 2017, an increase of $402.4 million from $18.7 billion as of September 30, 2017. This increase reflects balanced growth across the Company's commercial, equipment finance, multifamily and residential real estate portfolios. During the fourth quarter of 2017, the Company sold $29.8 million of leases and equipment finance loans.

Total deposits were $19.9 billion as of December 31, 2017, an increase of $96.4 million from $19.9 billion as of September 30, 2017. This increase was primarily attributable to growth in money market accounts, partially offset by a decline in time deposits.

Net Interest Income

Net interest income was $220.6 million for the fourth quarter of 2017, up $0.2 million from the prior quarter. This increase was driven primarily by higher average interest-earning assets resulting from the strong growth in loans and leases during the quarter. This was partially offset by a lower level of accretion of the credit discount on loans acquired from Sterling Financial Corporation (“Sterling”), which decreased by $3.9 million from the prior quarter level.

The Company’s net interest margin was 3.88% for the fourth quarter of 2017, down 6 basis points from 3.94% for the third quarter of 2017. The linked quarter decrease was driven primarily by the lower level of accretion on purchased credit impaired loans.

Credit Quality

The allowance for loan and lease losses was $140.6 million, or 0.74% of loans and leases, as of December 31, 2017. During the fourth quarter of 2017, the Company recorded $4.1 million of accretion related to the credit discount on acquired loans from Sterling, compared to $8.0 million in the prior quarter. As of December 31, 2017, the Sterling purchased non-credit impaired loans had approximately $26.2 million of remaining credit discount that will accrete into interest income over the life of the loans, and the Sterling purchased credit impaired loan pools had approximately $25.4 million of remaining total discount.

The provision for loan and lease losses was $12.9 million for the fourth quarter of 2017, up $0.9 million from the prior quarter level. Net charge-offs increased by 5 basis points from the prior quarter to 0.25% of average loans and leases for the fourth quarter of 2017 (annualized). As of December 31, 2017, non-performing assets increased to 0.37% of total assets, from 0.30% as of September 30, 2017 and from 0.25% as of December 31, 2016. This increase was driven primarily by two larger loans which moved to non-performing status during the quarter.

Non-interest Income

Non-interest income was $72.0 million for the fourth quarter of 2017, down $3.4 million from the prior quarter. The current quarter's non-interest income included gains of $2.0 million and $0.2 million related to fair value changes of the MSR asset and the debt capital market swap derivatives, respectively. This compares to fair value losses of $9.2 million and $0.2 million for the MSR asset and debt capital market swap derivatives, respectively, during the third quarter of 2017. The net loss on junior subordinated debentures carried at fair value was $10.0 million for the fourth quarter of 2017, compared to a net loss of $1.6 million in the prior quarter, reflecting the change in fair value related to the continued tightening of market credit spreads.

Net revenue from the origination and sale of residential mortgages was $29.9 million for the fourth quarter of 2017, down $2.9 million from the prior quarter. For-sale mortgage origination volume decreased by 5% from the prior quarter, while the home lending gain on sale margin decreased by 17 basis points to 3.51% for the fourth quarter of 2017. Of the current quarter’s mortgage production, 67% related to purchase activity, compared to 74% for the prior quarter and 63% for the same period in the prior year.

Gain on loan sales decreased by $4.3 million from the prior quarter, reflecting a lower level of portfolio loan sales compared to the prior quarter.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 4

Non-interest Expense

Non-interest expense was $192.8 million for the fourth quarter of 2017, up $4.4 million from the prior quarter level. This increase over the prior quarter level was primarily driven by additional investments made by the Company as a result of the Tax Act, including a $3.2 million increase in salaries and benefits expense related to employee profit sharing and a $2.0 million increase in other expense related to donations to the Umpqua Bank Charitable Foundation. These were partially offset by lower merger-related expenses.

Capital

As of December 31, 2017, the Company’s tangible book value per share¹ increased to $9.98 from $9.83 in the prior quarter. During the fourth quarter of 2017, the Company repurchased 100,000 shares of common stock for $2.1 million.

The Company’s estimated total risk-based capital ratio was 14.0% and its estimated Tier 1 common equity to risk weighted assets ratio was 11.0% as of December 31, 2017. The Company remains above current “well-capitalized” regulatory minimums. The regulatory capital ratios as of December 31, 2017 are estimates, pending completion and filing of the Company’s regulatory reports.

1 "Non-GAAP" financial measure. More information regarding this measurement and a reconciliation to the comparable GAAP measurement is provided

under the heading Non-GAAP Financial Measures below.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 5

Non-GAAP Financial Measures

In addition to results presented in accordance with generally accepted accounting principles in the United States of America (GAAP), this press release contains certain non-GAAP financial measures. The Company believes that these non-GAAP financial measures provide investors with information useful in understanding the Company’s financial performance; however, readers of this document are urged to review these non-GAAP financial measures in conjunction with the GAAP results as reported.

Management believes tangible common equity and the tangible common equity ratio are useful measures of capital adequacy because they provide a meaningful base for period-to-period and company-to-company comparisons, which management believes will assist investors in assessing the capital of the Company and the ability to absorb potential losses. Tangible common equity is calculated as total shareholders' equity less goodwill and other intangible assets, net (excluding MSRs). Tangible assets are total assets less goodwill and other intangible assets, net (excluding MSRs).  The tangible common equity ratio is calculated as tangible common shareholders’ equity divided by tangible assets.

The following table provides reconciliations of ending shareholders’ equity (GAAP) to ending tangible common equity (non-GAAP), and ending assets (GAAP) to ending tangible assets (non-GAAP).

(Dollars in thousands, except per share data)	Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017			Dec 31, 2016
Total shareholders' equity	$	4,015,763		$	3,985,260		$	3,958,845		$	3,931,150		$	3,916,795
Subtract:
Goodwill	1,787,651			1,787,651			1,787,651			1,787,651			1,787,651
Other intangible assets, net	30,130			31,819			33,508			35,197			36,886
Tangible common shareholders' equity	$	2,197,982		$	2,165,790		$	2,137,686		$	2,108,302		$	2,092,258
Total assets	$	25,742,416		$	25,695,663		$	25,257,784		$	24,861,458		$	24,813,119
Subtract:
Goodwill	1,787,651			1,787,651			1,787,651			1,787,651			1,787,651
Other intangible assets, net	30,130			31,819			33,508			35,197			36,886
Tangible assets	$	23,924,635		$	23,876,193		$	23,436,625		$	23,038,610		$	22,988,582
Common shares outstanding at period end	220,149			220,225			220,205			220,349			220,177
Common equity ratio	15.60		%	15.51		%	15.67		%	15.81		%	15.79		%
Tangible common equity ratio	9.19		%	9.07		%	9.12		%	9.15		%	9.10		%
Book value per common share	$	18.24		$	18.10		$	17.98		$	17.84		$	17.79
Tangible book value per common share	$	9.98		$	9.83		$	9.71		$	9.57		$	9.50

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 6

About Umpqua Holdings Corporation

Umpqua Holdings Corporation(NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative customer experience, and distinctive banking solutions. Umpqua Bank has locations across Oregon, Washington, California, Idaho and Nevada. Umpqua Holdings also owns a retail brokerage subsidiary, Umpqua Investments, Inc., which has locations in Umpqua Bank stores and in dedicated offices in Oregon, and Pivotus Ventures, an innovation studio headquartered in Silicon Valley focused on creating key technologies and business models that transform finance and commerce. Umpqua Holdings Corporation is headquartered in Portland, Oregon. For more information, visitumpquabank.com.

Earnings Conference Call Information

The Company will host its fourth quarter2017 earnings conference call on Wednesday, January 24, 2018, at 10:00 a.m. PT (1:00 p.m. ET). During the call, the Company will provide an update on recent activities and discuss its fourth quarter and full-year 2017 financial results. There will be a live question-and-answer session following the presentation. To join the call, please dial (877) 440-5803 ten minutes prior to the start time and enter conference ID: 8419276. A re-broadcast will be available approximately two hours after the call by dialing (888) 203-1112 and entering conference ID 8419276. The earnings conference call will also be available as an audiocast, which can be accessed on the Company’s investor relations page at umpquabank.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to various risk factors, including those set forth from time to time in our filings with the SEC. You should not place undue reliance on forward-looking statements and we undertake no obligation to update any such statements. In this press release we make forward-looking statements about the timing and impact of digital and technology initiatives and the credit discount accretion related to loans acquired from Sterling. Risks that could cause results to differ from forward-looking statements we make are set forth in our filings with the SEC and include, without limitation, prolonged low interest rate environment; the effect of interest rate increases on the cost of deposits; unanticipated weakness in loan demand or loan pricing; deterioration in the economy; lack of strategic growth opportunities or our failure to execute on those opportunities; our ability to effectively manage problem credits; our ability to successfully implement efficiency initiatives; our ability to successfully develop and market new products and technology; and changes in laws or regulations.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 7

Umpqua Holdings Corporation
Consolidated Statements of Income
(Unaudited)
	Quarter Ended															% Change
(In thousands, except per share data)	Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017			Dec 31, 2016			Seq. Quarter		Year over Year
Interest income:
Loans and leases	$	223,206		$	223,321		$	212,998		$	205,996		$	209,812		0	%	6	%
Interest and dividends on investments:
Taxable	14,857			13,979			15,220			13,931			10,630			6	%	40	%
Exempt from federal income tax	2,121			2,125			2,237			2,242			2,229			0	%	(5	)%
Dividends	386			357			360			388			336			8	%	15	%
Temporary investments and interest bearing deposits	1,565			934			324			1,557			1,696			68	%	(8	)%
Total interest income	242,135			240,716			231,139			224,114			224,703			1	%	8	%
Interest expense:
Deposits	13,241			12,052			10,641			9,648			9,288			10	%	43	%
Repurchase agreements and federal funds purchased	43			81			321			30			32			(47	)%	34	%
Term debt	3,496			3,491			3,662			3,510			3,413			0	%	2	%
Junior subordinated debentures	4,734			4,628			4,437			4,201			4,174			2	%	13	%
Total interest expense	21,514			20,252			19,061			17,389			16,907			6	%	27	%
Net interest income	220,621			220,464			212,078			206,725			207,796			0	%	6	%
Provision for loan and lease losses	12,928			11,997			10,657			11,672			13,171			8	%	(2	)%
Non-interest income:
Service charges on deposits	15,413			15,849			15,478			14,729			15,323			(3	)%	1	%
Brokerage revenue	4,226			3,832			3,903			4,122			4,230			10	%	0	%
Residential mortgage banking revenue, net	42,118			33,430			33,894			26,834			58,448			26	%	(28	)%
(Loss) gain on investment securities, net	—			(6		)	35			(2		)	—			(100	)%	0	%
Gain on loan sales	3,688			7,969			3,310			1,754			4,060			(54	)%	(9	)%
Loss on junior subordinated debentures carried at fair value	(10,010		)	(1,590		)	(1,572		)	(1,555		)	(1,589		)	530	%	530	%
BOLI income	2,015			2,041			2,089			2,069			2,107			(1	)%	(4	)%
Other income	14,595			13,877			13,982			12,274			16,041			5	%	(9	)%
Total non-interest income	72,045			75,402			71,119			60,225			98,620			(4	)%	(27	)%
Non-interest expense:
Salaries and employee benefits	114,414			108,732			108,561			106,473			105,406			5	%	9	%
Occupancy and equipment, net	37,269			37,648			36,955			38,673			37,618			(1	)%	(1	)%
Intangible amortization	1,689			1,689			1,689			1,689			1,867			0	%	(10	)%
FDIC assessments	2,075			4,405			4,447			4,087			3,985			(53	)%	(48	)%
(Gain) loss on other real estate owned, net	(83		)	(99		)	(457		)	82			(197		)	(16	)%	(58	)%
Merger related expenses	—			6,664			1,640			1,020			3,218			(100	)%	(100	)%
Other expense	37,422			29,315			31,186			30,690			31,571			28	%	19	%
Total non-interest expense	192,786			188,354			184,021			182,714			183,468			2	%	5	%
Income before provision for income taxes	86,952			95,515			88,519			72,564			109,777			(9	)%	(21	)%
Provision for income taxes	4,105			34,182			31,707			26,561			40,502			(88	)%	(90	)%
Net income	82,847			61,333			56,812			46,003			69,275			35	%	20	%
Dividends and undistributed earnings allocated to participating securities	16			14			14			12			33			14	%	(52	)%
Net earnings available to common shareholders	$	82,831		$	61,319		$	56,798		$	45,991		$	69,242		35	%	20	%
Weighted average basic shares outstanding	220,194			220,215			220,310			220,287			220,190			0	%	0	%
Weighted average diluted shares outstanding	220,873			220,755			220,753			220,779			220,756			0	%	0	%
Earnings per common share – basic	$	0.38		$	0.28		$	0.26		$	0.21		$	0.31		36	%	23	%
Earnings per common share – diluted	$	0.38		$	0.28		$	0.26		$	0.21		$	0.31		36	%	23	%

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January 23, 2018

Page 8

Umpqua Holdings Corporation
Consolidated Statements of Income
(Unaudited)
	Year Ended						% Change
(In thousands, except per share data)	Dec 31, 2017			Dec 31, 2016			Year over Year
Interest income:
Loans and leases	$	865,521		$	850,067		2	%
Interest and dividends on investments:
Taxable	57,987			46,427			25	%
Exempt from federal income tax	8,725			8,828			(1	)%
Dividends	1,491			1,399			7	%
Temporary investments and interest bearing deposits	4,380			3,918			12	%
Total interest income	938,104			910,639			3	%
Interest expense:
Deposits	45,582			35,240			29	%
Repurchase agreements and federal funds purchased	475			132			260	%
Term debt	14,159			15,005			(6	)%
Junior subordinated debentures	18,000			15,674			15	%
Total interest expense	78,216			66,051			18	%
Net interest income	859,888			844,588			2	%
Provision for loan and lease losses	47,254			41,674			13	%
Non-interest income:
Service charges on deposits	61,469			61,268			0	%
Brokerage revenue	16,083			17,033			(6	)%
Residential mortgage banking revenue, net	136,276			157,863			(14	)%
Gain on investment securities, net	27			858			(97	)%
Gain on loan sales	16,721			13,356			25	%
Loss on junior subordinated debentures carried at fair value	(14,727		)	(6,323		)	133	%
BOLI income	8,214			8,514			(4	)%
Other income	54,728			47,371			16	%
Total non-interest income	278,791			299,940			(7	)%
Non-interest expense:
Salaries and employee benefits	438,180			424,830			3	%
Occupancy and equipment, net	150,545			151,944			(1	)%
Intangible amortization	6,756			8,622			(22	)%
FDIC assessments	15,014			15,508			(3	)%
Gain on other real estate owned, net	(557		)	(279		)	100	%
Merger related expenses	9,324			15,313			(39	)%
Goodwill impairment	—			142			nm
Other expense	128,613			121,075			6	%
Total non-interest expense	747,875			737,155			1	%
Income before provision for income taxes	343,550			365,699			(6	)%
Provision for income taxes	96,555			132,759			(27	)%
Net income	246,995			232,940			6	%
Dividends and undistributed earnings allocated to participating securities	56			125			(55	)%
Net earnings available to common shareholders	$	246,939		$	232,815		6	%
Weighted average basic shares outstanding	220,251			220,282			0	%
Weighted average diluted shares outstanding	220,836			220,908			0	%
Earnings per common share – basic	$	1.12		$	1.06		6	%
Earnings per common share – diluted	$	1.12		$	1.05		7	%
nm = not meaningful

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 9

Umpqua Holdings Corporation Consolidated Balance Sheets
(Unaudited)
																% Change
(In thousands, except per share data)	Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017			Dec 31, 2016			Seq. Quarter		Year over Year
Assets:
Cash and due from banks	$	330,856		$	304,760		$	320,027		$	262,655		$	331,994		9	%	0	%
Interest bearing cash and temporary investments	303,424			540,806			295,937			421,991			1,117,438			(44	)%	(73	)%
Investment securities:
Trading, at fair value	12,255			11,919			11,467			11,241			10,964			3	%	12	%
Available for sale, at fair value	3,065,769			3,047,358			3,132,566			3,243,408			2,701,220			1	%	13	%
Held to maturity, at amortized cost	3,803			3,905			4,017			4,121			4,216			(3	)%	(10	)%
Loans held for sale	259,518			417,470			451,350			372,073			387,318			(38	)%	(33	)%
Loans and leases	19,080,184			18,677,762			18,321,142			17,829,638			17,508,663			2	%	9	%
Allowance for loan and lease losses	(140,608		)	(139,503		)	(136,867		)	(136,292		)	(133,984		)	1	%	5	%
Loans and leases, net	18,939,576			18,538,259			18,184,275			17,693,346			17,374,679			2	%	9	%
Restricted equity securities	43,508			45,509			45,511			45,522			45,528			(4	)%	(4	)%
Premises and equipment, net	269,182			276,316			288,853			293,133			303,882			(3	)%	(11	)%
Goodwill	1,787,651			1,787,651			1,787,651			1,787,651			1,787,651			0	%	0	%
Other intangible assets, net	30,130			31,819			33,508			35,197			36,886			(5	)%	(18	)%
Residential mortgage servicing rights, at fair value	153,151			141,225			141,832			142,344			142,973			8	%	7	%
Other real estate owned	11,734			4,160			4,804			6,518			6,738			182	%	74	%
Bank owned life insurance	306,864			305,572			303,894			301,777			299,673			0	%	2	%
Deferred tax assets, net	—			—			—			8,464			34,322			0	%	(100	)%
Other assets	224,995			238,934			252,092			232,017			227,637			(6	)%	(1	)%
Total assets	$	25,742,416		$	25,695,663		$	25,257,784		$	24,861,458		$	24,813,119		0	%	4	%
Liabilities:
Deposits	$	19,948,300		$	19,851,910		$	19,459,950		$	19,167,293		$	19,020,985		0	%	5	%
Securities sold under agreements to repurchase	294,299			321,542			330,189			304,280			352,948			(8	)%	(17	)%
Term debt	802,357			852,306			852,219			852,308			852,397			(6	)%	(6	)%
Junior subordinated debentures, at fair value	277,155			266,875			265,423			263,605			262,209			4	%	6	%
Junior subordinated debentures, at amortized cost	100,609			100,690			100,770			100,851			100,931			0	%	0	%
Deferred tax liability, net	37,503			51,423			34,296			—			—			(27	)%	100	%
Other liabilities	266,430			265,657			256,092			241,971			306,854			0	%	(13	)%
Total liabilities	21,726,653			21,710,403			21,298,939			20,930,308			20,896,324			0	%	4	%
Shareholders' equity:
Common stock	3,517,258			3,516,558			3,514,094			3,516,537			3,515,299			0	%	0	%
Retained earnings	519,067			476,226			454,802			433,417			422,839			9	%	23	%
Accumulated other comprehensive loss (1)	(20,562		)	(7,524		)	(10,051		)	(18,804		)	(21,343		)	173	%	(4	)%
Total shareholders' equity	4,015,763			3,985,260			3,958,845			3,931,150			3,916,795			1	%	3	%
Total liabilities and shareholders' equity	$	25,742,416		$	25,695,663		$	25,257,784		$	24,861,458		$	24,813,119		0	%	4	%
Common shares outstanding at period end	220,149			220,225			220,205			220,349			220,177			0	%	0	%
Book value per common share	$	18.24		$	18.10		$	17.98		$	17.84		$	17.79		1	%	3	%
Tangible book value per common share	$	9.98		$	9.83		$	9.71		$	9.57		$	9.50		2	%	5	%
Tangible equity - common	$	2,197,982		$	2,165,790		$	2,137,686		$	2,108,302		$	2,092,258		1	%	5	%
Tangible common equity to tangible assets	9.19		%	9.07		%	9.12		%	9.15		%	9.10		%	0.12		0.09

(1) Preliminary. Pending FASB guidance regarding the Financial Reporting Effects of the Tax Cuts and Jobs Act.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 10

Umpqua Holdings Corporation
Loan & Lease Portfolio
(Unaudited)
(Dollars in thousands)	Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017			Dec 31, 2016			% Change
	Amount			Amount			Amount			Amount			Amount			Seq. Quarter		Year over Year
Loans & leases:
Commercial real estate:
Non-owner occupied term, net	$	3,491,137		$	3,475,243		$	3,401,679		$	3,410,914		$	3,330,442		0	%	5	%
Owner occupied term, net	2,488,251			2,467,995			2,593,395			2,584,183			2,599,055			1	%	(4	)%
Multifamily, net	3,087,792			2,993,203			2,964,851			2,885,164			2,858,956			3	%	8	%
Commercial construction, net	540,707			521,666			464,690			471,007			463,625			4	%	17	%
Residential development, net	165,865			186,400			165,956			145,479			142,984			(11	)%	16	%
Commercial:
Term, net	1,944,987			1,819,664			1,686,597			1,620,311			1,508,780			7	%	29	%
Lines of credit & other, net	1,166,173			1,134,045			1,153,409			1,114,160			1,116,259			3	%	4	%
Leases & equipment finance, net	1,167,503			1,137,732			1,082,651			1,000,376			950,588			3	%	23	%
Residential real estate:
Mortgage, net	3,192,185			3,094,361			3,021,331			2,916,924			2,887,971			3	%	11	%
Home equity lines & loans, net	1,103,297			1,079,931			1,056,848			1,015,138			1,011,844			2	%	9	%
Consumer & other, net	732,287			767,522			729,735			665,982			638,159			(5	)%	15	%
Total, net of deferred fees and costs	$	19,080,184		$	18,677,762		$	18,321,142		$	17,829,638		$	17,508,663		2	%	9	%
Loan & leases mix:
Commercial real estate:
Non-owner occupied term, net	18		%	19		%	19		%	19		%	19		%
Owner occupied term, net	13		%	13		%	14		%	14		%	15		%
Multifamily, net	16		%	16		%	16		%	16		%	16		%
Commercial construction, net	3		%	3		%	3		%	3		%	3		%
Residential development, net	1		%	1		%	1		%	1		%	1		%
Commercial:
Term, net	10		%	10		%	9		%	9		%	9		%
Lines of credit & other, net	6		%	6		%	6		%	6		%	6		%
Leases & equipment finance, net	6		%	6		%	6		%	6		%	5		%
Residential real estate:
Mortgage, net	17		%	16		%	16		%	16		%	16		%
Home equity lines & loans, net	6		%	6		%	6		%	6		%	6		%
Consumer & other, net	4		%	4		%	4		%	4		%	4		%
Total	100		%	100		%	100		%	100		%	100		%

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 11

Umpqua Holdings Corporation
Deposits by Type/Core Deposits
(Unaudited)
(Dollars in thousands)	Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017			Dec 31, 2016			% Change
	Amount			Amount			Amount			Amount			Amount			Seq. Quarter		Year over Year
Deposits:
Demand, non-interest bearing	$	6,505,628		$	6,571,471		$	6,112,480		$	6,021,585		$	5,861,469		(1	)%	11	%
Demand, interest bearing	2,384,133			2,394,240			2,371,386			2,327,226			2,296,532			0	%	4	%
Money market	7,037,891			6,700,261			6,755,707			6,784,442			6,932,717			5	%	2	%
Savings	1,446,860			1,444,801			1,427,677			1,400,330			1,325,757			0	%	9	%
Time	2,573,788			2,741,137			2,792,700			2,633,710			2,604,510			(6	)%	(1	)%
Total	$	19,948,300		$	19,851,910		$	19,459,950		$	19,167,293		$	19,020,985		0	%	5	%
Total core deposits (1)	$	18,263,802		$	18,005,730		$	17,561,956		$	17,427,832		$	17,318,003		1	%	5	%
Deposit mix:
Demand, non-interest bearing	33		%	33		%	32		%	31		%	31		%
Demand, interest bearing	12		%	12		%	12		%	12		%	12		%
Money market	35		%	34		%	35		%	36		%	36		%
Savings	7		%	7		%	7		%	7		%	7		%
Time	13		%	14		%	14		%	14		%	14		%
Total	100		%	100		%	100		%	100		%	100		%
Number of open accounts:
Demand, non-interest bearing	397,427			394,755			389,767			385,859			384,040
Demand, interest bearing	78,853			79,899			80,594			81,570			82,520
Money market	55,175			55,659			55,795			55,903			56,031
Savings	162,453			162,556			161,369			160,323			159,080
Time	46,861			47,129			47,339			47,365			47,705
Total	740,769			739,998			734,864			731,020			729,376
Average balance per account:
Demand, non-interest bearing	$	16.4		$	16.6		$	15.7		$	15.6		$	15.3
Demand, interest bearing	30.2			30.0			29.4			28.5			27.8
Money market	127.6			120.4			121.1			121.4			123.7
Savings	8.9			8.9			8.8			8.7			8.3
Time	54.9			58.2			59.0			55.6			54.6
Total	$	26.9		$	26.8		$	26.5		$	26.2		$	26.1

(1) Core deposits are defined as total deposits less time deposits greater than $100,000.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 12

Umpqua Holdings Corporation
Credit Quality – Non-performing Assets
(Unaudited)
	Quarter Ended															% Change
(Dollars in thousands)	Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017			Dec 31, 2016			Seq. Quarter		Year over Year
Non-performing assets:
Loans and leases on non-accrual status	$	51,465		$	44,573		$	26,566		$	28,915		$	27,765		15	%	85	%
Loans and leases past due 90+ days and accruing (1)	30,994			29,073			27,252			23,421			28,369			7	%	9	%
Total non-performing loans and leases	82,459			73,646			53,818			52,336			56,134			12	%	47	%
Other real estate owned	11,734			4,160			4,804			6,518			6,738			182	%	74	%
Total non-preforming assets	$	94,193		$	77,806		$	58,622		$	58,854		$	62,872		21	%	50	%
Performing restructured loans and leases	$	32,157		$	45,813		$	52,861		$	43,029		$	40,667		(30	)%	(21	)%
Loans and leases past due 31-89 days	$	43,870		$	32,251		$	31,153		$	49,530		$	30,425		36	%	44	%
Loans and leases past due 31-89 days to total loans and leases	0.23		%	0.17		%	0.17		%	0.28		%	0.17		%
Non-performing loans and leases to total loans and leases (1)	0.43		%	0.39		%	0.29		%	0.29		%	0.32		%
Non-performing assets to total assets (1)	0.37		%	0.30		%	0.23		%	0.24		%	0.25		%

(1) Excludes non-performing mortgage loans guaranteed by Ginnie Mae, which Umpqua has the unilateral right to repurchase but has not done so, totaling $12.4 million, $12.3 million, $16.3 million, $5.3 million, and $10.9 million at December 31, 2017, September 30, 2017, June 30, 2017, March 31, 2017, and December 31, 2016, respectively.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 13

Umpqua Holdings Corporation
Credit Quality – Allowance for Loan and Lease Losses
(Unaudited)
	Quarter Ended															% Change
(Dollars in thousands)	Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017			Dec 31, 2016			Seq. Quarter		Year over Year
Allowance for loan and lease losses:
Balance beginning of period	$	139,503		$	136,867		$	136,292		$	133,984		$	133,692
Provision for loan and lease losses	12,928			11,997			10,657			11,672			13,171			8	%	(2	)%
Charge-offs	(15,751		)	(13,222		)	(13,944		)	(13,002		)	(16,303		)	19	%	(3	)%
Recoveries	3,928			3,861			3,862			3,638			3,424			2	%	15	%
Net charge-offs	(11,823		)	(9,361		)	(10,082		)	(9,364		)	(12,879		)	26	%	(8	)%
Total allowance for loan and lease losses	140,608			139,503			136,867			136,292			133,984			1	%	5	%
Reserve for unfunded commitments	3,963			3,932			3,816			3,495			3,611			1	%	10	%
Total allowance for credit losses	$	144,571		$	143,435		$	140,683		$	139,787		$	137,595		1	%	5	%
Net charge-offs to average loans and leases (annualized)	0.25		%	0.20		%	0.22		%	0.22		%	0.29		%
Recoveries to gross charge-offs	24.94		%	29.20		%	27.70		%	27.98		%	21.00		%
Allowance for loan and lease losses to loans and leases	0.74		%	0.75		%	0.75		%	0.76		%	0.77		%
Allowance for credit losses to loans and leases	0.76		%	0.77		%	0.77		%	0.78		%	0.79		%

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 14

Umpqua Holdings Corporation
Credit Quality – Allowance for Loan and Lease Losses
(Unaudited)
	Year Ended						% Change
(Dollars in thousands)	Dec 31, 2017			Dec 31, 2016			Year over Year
Allowance for credit losses:
Balance beginning of period	$	133,984		$	130,322
Provision for loan and lease losses	47,254			41,674			13	%
Charge-offs	(55,919		)	(49,923		)	12	%
Recoveries	15,289			11,911			28	%
Net charge-offs	(40,630		)	(38,012		)	7	%
Total allowance for loan and lease losses	140,608			133,984			5	%
Reserve for unfunded commitments	3,963			3,611			10	%
Total allowance for credit losses	$	144,571		$	137,595		5	%
Net charge-offs to average loans and leases	0.22		%	0.22		%
Recoveries to gross charge-offs	27.34		%	23.86		%

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 15

Umpqua Holdings Corporation
Selected Ratios
(Unaudited)
	Quarter Ended										% Change
	Dec 31, 2017		Sep 30, 2017		Jun 30, 2017		Mar 31, 2017		Dec 31, 2016		Seq. Quarter		Year over Year
Average Rates:
Yield on loans and leases	4.65	%	4.70	%	4.67	%	4.65	%	4.70	%	(0.05	)	(0.05	)
Yield on loans held for sale	3.99	%	3.89	%	3.26	%	3.86	%	3.79	%	0.10		0.20
Yield on taxable investments	2.17	%	2.00	%	2.07	%	2.10	%	1.85	%	0.17		0.32
Yield on tax-exempt investments (1)	4.49	%	4.59	%	4.64	%	4.76	%	4.72	%	(0.10	)	(0.23	)
Yield on temporary investments and interest bearing cash	1.22	%	1.47	%	1.03	%	0.79	%	0.56	%	(0.25	)	0.66
Total yield on earning assets (1)	4.26	%	4.30	%	4.26	%	4.18	%	4.14	%	(0.04	)	0.12
Cost of interest bearing deposits	0.40	%	0.36	%	0.33	%	0.30	%	0.28	%	0.04		0.12
Cost of securities sold under agreements
to repurchase and fed funds purchased	0.06	%	0.10	%	0.32	%	0.04	%	0.04	%	(0.04	)	0.02
Cost of term debt	1.67	%	1.63	%	1.72	%	1.67	%	1.53	%	0.04		0.14
Cost of junior subordinated debentures	5.11	%	5.02	%	4.88	%	4.70	%	4.59	%	0.09		0.52
Total cost of interest bearing liabilities	0.58	%	0.55	%	0.52	%	0.48	%	0.46	%	0.03		0.12
Net interest spread (1)	3.68	%	3.75	%	3.74	%	3.70	%	3.68	%	(0.07	)	—
Net interest margin (1)	3.88	%	3.94	%	3.91	%	3.85	%	3.83	%	(0.06	)	0.05
Performance Ratios:
Return on average assets	1.28	%	0.96	%	0.92	%	0.75	%	1.11	%	0.32		0.17
Return on average tangible assets	1.38	%	1.04	%	0.99	%	0.81	%	1.20	%	0.34		0.18
Return on average common equity	8.22	%	6.10	%	5.76	%	4.74	%	7.04	%	2.12		1.18
Return on average tangible common equity	15.08	%	11.23	%	10.67	%	8.83	%	13.19	%	3.85		1.89
Efficiency ratio – Consolidated	65.63	%	63.43	%	64.71	%	68.15	%	59.65	%	2.20		5.98
Efficiency ratio – Bank	61.76	%	61.42	%	62.45	%	65.75	%	57.96	%	0.34		3.80

(1) Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 16

Umpqua Holdings Corporation
Selected Ratios
(Unaudited)
	Year Ended				% Change
	Dec 31, 2017		Dec 31, 2016		Year over Year
Average Rates:
Yield on loans and leases	4.67	%	4.83	%	(0.16	)
Yield on loans held for sale	3.75	%	3.84	%	(0.09	)
Yield on taxable investments	2.09	%	2.07	%	0.02
Yield on tax-exempt investments (1)	4.62	%	4.71	%	(0.09	)
Yield on temporary investments and interest bearing cash	1.04	%	0.53	%	0.51
Total yield on earning assets (1)	4.25	%	4.36	%	(0.11	)
Cost of interest bearing deposits	0.35	%	0.28	%	0.07
Cost of securities sold under agreements
to repurchase and fed funds purchased	0.14	%	0.04	%	0.10
Cost of term debt	1.67	%	1.67	%	—
Cost of junior subordinated debentures	4.93	%	4.37	%	0.56
Total cost of interest bearing liabilities	0.53	%	0.46	%	0.07
Net interest spread (1)	3.72	%	3.90	%	(0.18	)
Net interest margin (1)	3.90	%	4.04	%	(0.14	)
Performance Ratios:
Return on average assets	0.98	%	0.97	%	0.01
Return on average tangible assets	1.06	%	1.04	%	0.02
Return on average common equity	6.22	%	5.97	%	0.25
Return on average tangible common equity	11.49	%	11.25	%	0.24
Efficiency ratio – Consolidated	65.42	%	64.15	%	1.27
Efficiency ratio – Bank	62.77	%	62.35	%	0.42

(1) Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 17

Umpqua Holdings Corporation Average Balances
(Unaudited)
	Quarter Ended										% Change
(Dollars in thousands)	Dec 31, 2017		Sep 30, 2017		Jun 30, 2017		Mar 31, 2017		Dec 31, 2016		Seq. Quarter		Year over Year
Temporary investments and interest bearing cash	$	509,187	$	253,015	$	125,886	$	804,354	$	1,194,904	101	%	(57	)%
Investment securities, taxable	2,804,530		2,867,292		3,008,079		2,723,576		2,373,652		(2	)%	18	%
Investment securities, tax-exempt	286,345		281,139		292,553		286,444		287,359		2	%	0	%
Loans held for sale	370,564		420,282		392,183		351,570		482,028		(12	)%	(23	)%
Loans and leases	18,765,251		18,537,827		18,024,651		17,598,314		17,386,385		1	%	8	%
Total interest earning assets	22,735,877		22,359,555		21,843,352		21,764,258		21,724,328		2	%	5	%
Goodwill and other intangible assets, net	1,818,730		1,820,394		1,822,032		1,823,799		1,825,491		0	%	0	%
Total assets	25,661,576		25,311,994		24,792,869		24,730,285		24,740,986		1	%	4	%
Non-interest bearing demand deposits	6,611,493		6,354,591		5,951,670		5,883,924		5,939,223		4	%	11	%
Interest bearing deposits	13,281,502		13,155,462		13,037,064		13,119,736		13,026,614		1	%	2	%
Total deposits	19,892,995		19,510,053		18,988,734		19,003,660		18,965,837		2	%	5	%
Interest bearing liabilities	14,790,883		14,705,842		14,659,650		14,661,558		14,606,120		1	%	1	%
Shareholders’ equity - common	3,998,619		3,989,868		3,956,777		3,936,340		3,914,624		0	%	2	%
Tangible common equity (1)	2,179,889		2,166,474		2,134,745		2,112,541		2,089,133		1	%	4	%

Umpqua Holdings Corporation Average Balances
(Unaudited)
	Year Ended				% Change
(Dollars in thousands)	Dec 31, 2017		Dec 31, 2016		Year over Year
Temporary investments and interest bearing cash	$	421,836	$	736,854	(43	)%
Investment securities, taxable	2,851,136		2,314,062		23	%
Investment securities, tax-exempt	286,605		284,780		1	%
Loans held for sale	383,802		416,724		(8	)%
Loans and leases	18,235,547		17,258,081		6	%
Total interest earning assets	22,178,926		21,010,501		6	%
Goodwill and other intangible assets, net	1,821,223		1,828,575		0	%
Total assets	25,127,247		24,121,462		4	%
Non-interest bearing demand deposits	6,202,835		5,616,585		10	%
Interest bearing deposits	13,148,903		12,730,866		3	%
Total deposits	19,351,738		18,347,451		5	%
Interest bearing liabilities	14,704,841		14,320,838		3	%
Shareholders’ equity - common	3,969,869		3,898,599		2	%
Tangible common equity (1)	2,148,646		2,070,024		4	%

(1) Average tangible common equity is a non-GAAP financial measure. Average tangible common equity is calculated as average common shareholders’ equity less average goodwill and other intangible assets, net (excluding MSRs).

Umpqua Reports Fourth Quarter and Full-Year 2017 Results

January 23, 2018

Page 18

Umpqua Holdings Corporation Residential Mortgage Banking Activity
(unaudited)
	Quarter Ended															% Change
(Dollars in thousands)	Dec 31, 2017			Sep 30, 2017			Jun 30, 2017			Mar 31, 2017			Dec 31, 2016			Seq. Quarter		Year over Year
Residential mortgage servicing rights:
Residential mortgage loans serviced for others	$	15,336,597		$	15,007,942		$	14,797,242		$	14,541,171		$	14,327,368		2	%	7	%
MSR asset, at fair value	153,151			141,225			141,832			142,344			142,973			8	%	7	%
MSR as % of serviced portfolio	1.00		%	0.94		%	0.96		%	0.98		%	1.00		%
Residential mortgage banking revenue:
Origination and sale	$	29,864		$	32,784		$	32,385		$	24,647		$	32,386		(9	)%	(8	)%
Servicing	10,287			9,879			9,839			9,858			9,597			4	%	7	%
Change in fair value of MSR asset	1,967			(9,233		)	(8,330		)	(7,671		)	16,465			(121	)%	(88	)%
Total	$	42,118		$	33,430		$	33,894		$	26,834		$	58,448		26	%	(28	)%
Closed loan volume:
Closed loan volume - portfolio	$	265,718		$	336,362		$	312,022		$	245,334		$	250,000		(21	)%	6	%
Closed loan volume - for-sale	850,453			891,063			918,200			754,715			1,061,327			(5	)%	(20	)%
Closed loan volume - total	$	1,116,171		$	1,227,425		$	1,230,222		$	1,000,049		$	1,311,327		(9	)%	(15	)%
Gain on sale margin:
Based on for-sale volume	3.51		%	3.68		%	3.53		%	3.27		%	3.05		%	(0.17	)	0.46
	Year Ended						% Change
	Dec 31, 2017			Dec 31, 2016			Year over Year
Residential mortgage banking revenue:
Origination and sale	$	119,680		$	148,509		(19		)%
Servicing	39,863			35,280			13		%
Change in fair value of MSR asset	(23,267		)	(25,926		)	(10		)%
Total	$	136,276		$	157,863		(14		)%
Closed loan volume:
Closed loan volume - portfolio	$	1,159,436		$	1,254,492		(8		)%
Closed loan volume - for-sale	3,414,431			3,990,278			(14		)%
Closed loan volume - total	$	4,573,867		$	5,244,770		(13		)%
Gain on sale margin:
Based on for-sale volume	3.51		%	3.72		%	(0.21		)

###

EX-99.2

UMPQUA HOLDINGS CORPORATION 4th Quarter 2017 Earnings Conference Call Presentation January 24, 2018

2 Forward-looking Statements This presentation includes forward-looking statements within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to various risk factors, including those set forth from time to time in our filings with the SEC. You should not place undue reliance on forward- looking statements and we undertake no obligation to update any such statements. In this presentation we make forward- looking statements about fee revenue and operating efficiency initiatives, the credit discount accretion related to loans acquired from Sterling, store consolidations and facilities optimization and related costs and savings, and indirect auto wind down. Risks that could cause results to differ from forward-looking statements we make are set forth in our filings with the SEC and include, without limitation, prolonged low interest rate environment; the effect of interest rate increases on the cost of deposits; unanticipated weakness in loan demand or loan pricing; deterioration in the economy; lack of strategic growth opportunities or our failure to execute on those opportunities; our inability to effectively manage problem credits; our inability to successfully implement efficiency initiatives; our ability to successfully develop and market new products and technology; and changes in laws or regulations.

Full Year 2017 Highlights 3  Net earnings available to common shareholders of $246.9 million, or $1.12 per diluted common share  Gross loan and lease growth of $1.6 billion, or 9%  Deposit growth of $927.3 million, or 5%  Net interest income increased by $15.3 million, driven primarily by higher average balances of loans and leases, partially offset by lower net interest margin and a lower level of accretion of the credit discount  Provision for loan and lease losses increased by $5.6 million primarily due to loan and lease growth, along with a $2.6 million increase in net charge-offs  Non-interest income decreased by $21.1 million, driven primarily by lower residential mortgage banking revenue and the higher net loss on junior subordinated debentures carried at fair value, partially offset by higher other income  Non-interest expense increased by $10.7 million, driven primarily by higher salaries and benefits expense  Paid dividends of $0.68 per common share, repurchased 325,000 shares of stock, and grew tangible book value(1) by 5%, or $0.48 per share > (1) Non-GAAP financial measure. A reconciliation to the comparable GAAP measurement is provided at the end of this slide presentation.

Fourth Quarter 2017 Highlights 4  Net earnings available to common shareholders of $82.8 million, or $0.38 per diluted common share  $26.9 million net benefit to the provision for income taxes related to a revaluation of the net deferred tax liability and amortization of tax credit investments associated with the passage of the Tax Cuts and Jobs Act (“Tax Act”), partially offset by the non-deductibility of certain executive compensation  In light of the Tax Act, the Company took the opportunity to make additional investments, including expenses of $3.2 million related to employee profit sharing and $2.0 million in donations to the Umpqua Bank Charitable Foundation  Gross loan and lease growth of $402.4 million, or 9% annualized, and deposit growth of $96.4 million, or 2% annualized  Net interest income was flat, as the growth in the loan and lease portfolio was offset by lower accretion of the credit discount  Provision for loan and lease losses increased by $0.9 million  Non-interest income decreased by $3.4 million, driven primarily by the $8.4 million increase in net loss on junior subordinated debentures carried at fair value and lower gains from portfolio loan sales, partially offset by higher mortgage banking revenue attributable to a linked quarter increase in the fair value change of the MSR asset  Non-interest expense increased by $4.4 million, reflecting the additional investments resulting from tax reform, partially offset by lower merger-related expense  Non-performing assets to total assets increased to 0.37%, driven primarily by two larger non-performing loans  Estimated total risk-based capital ratio of 14.0% and estimated Tier 1 common to risk weighted assets ratio of 11.0%  Declared quarterly cash dividend of $0.18 per common share and Repurchased 100,000 shares of common stock for $2.1 million

Mid 50s • Annual loan / deposit growth in the mid to upper-single digit range • Non-recessionary environment, with net charge-offs of 25–35 bps of loans • Loan and lease loss provisions of 30–40 bps of loans • Financial goals above exclude fair value adjustments and exit disposal costs • Exit disposal costs approximately $8–12MM per year • Flat rates environment assumes no additional fed funds rate increase and 10-year treasury yield in the mid-2% range • Moderately increasing rate environment assumes fed funds rate increases 50 bps per year, and 10- year treasury yield increases to mid 3% range • Assumes effective tax rate of 25% • Does not reflect benefit from evaluation of operational / efficiency opportunities on $300MM back office and operations expense base with assistance of independent 3rd party > 17.0% > 14.5% Key Assumptions 2020 Financial Goals Umpqua Next Gen – Updated Financial Goals and Assumptions 5 ROATCE Flat Rates Moderately Increasing Rates > 1.2% 3.65 - 3.75% > 1.4% 3.9 – 4.0% ROAA NIM Efficiency Ratio Low 50s Reflects updated guidance based on Tax Act

FY 2017 FY 2016 Q4 2017 Q3 2017 Q2 2017 Q1 2017 Q4 2016 Return on average assets 0.98% 0.97% 1.28% 0.96% 0.92% 0.75% 1.11% Return on average tangible assets 1.06% 1.04% 1.38% 1.04% 0.99% 0.81% 1.20% Return on average common equity 6.22% 5.97% 8.22% 6.10% 5.76% 4.74% 7.04% Return on average tangible common equity 11.49% 11.25% 15.08% 11.23% 10.67% 8.83% 13.19% Efficiency ratio - consolidated 65.42% 64.15% 65.63% 63.43% 64.71% 68.15% 59.65% Net interest margin - consolidated 3.90% 4.04% 3.88% 3.94% 3.91% 3.85% 3.83% Non-performing loans and leases to loans and leases 0.43% 0.32% 0.43% 0.39% 0.29% 0.29% 0.32% Non-performing assets to total assets 0.37% 0.25% 0.37% 0.30% 0.23% 0.24% 0.25% Net charge-offs to average loans and leases (annualized) 0.22% 0.22% 0.25% 0.20% 0.22% 0.22% 0.29% Tangible common equity to tangible assets (1) 9.19% 9.10% 9.19% 9.07% 9.12% 9.15% 9.10% Tier 1 common to risk-weighted asset ratio (2) 11.0% 11.5% 11.0% 11.1% 11.2% 11.3% 11.5% Total risk-based capital ratio (2) 14.0% 14.7% 14.0% 14.2% 14.3% 14.5% 14.7% Selected Ratios 6 > (1) Non-GAAP financial measure. A reconciliation to the comparable GAAP measurement is provided at the end of this slide presentation. > (2) Capital ratio estimated for current quarter, pending completion and filing of regulatory reports. Performance Credit Quality Capital For the quarter ended For the year ended

Summary Income Statement 7 > Note: tables may not foot due to rounding. ($ in millions except per share da ta ) FY 2017 FY 2016 Q4 2017 Q3 2017 Q4 2016 Net interest income before provision 859.9$ 844.6$ 220.6$ 220.5$ 207.8$ Provision for loan and lease losses 47.3 41.7 12.9 12.0 13.2 Net interest income after provision 812.6 802.9 207.7 208.5 194.6 Non-interest income 278.8 299.9 72.0 75.4 98.6 Non-interest expense 747.9 737.2 192.8 188.4 183.5 Income be fore provision for income taxes 343.6 365.7 87.0 95.5 109.8 Provision for income taxes 96.6 132.8 4.1 34.2 40.5 Ne t income 247.0 232.9 82.8 61.3 69.3 Dividends and undistributed earnings allocated to participating securities 0.1 0.1 0.0 0.0 0.0 Ne t earnings ava ilable to common shareholders 246.9$ 232.8$ 82.8$ 61.3$ 69.2$ Earnings per share - diluted $1.12 $1.05 $0.38 $0.28 $0.31 Quarter endedYear Ended

Net Interest Income and Margin 8 $207.8 $206.7 $212.1 $220.5 $220.6 3.83% 3.85% 3.91% 3.94% 3.88% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00% 5.50% 6.00% $100 $120 $140 $160 $180 $200 $220 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Net interest income Net interest margin (in millions) 3.65% 3.71% 3.78% 3.78% Adjusted NIM (1) > (1) Net interest margin, excluding interest income related to credit discount from Sterling deal and related to 310-30 covered loan PIFs 3.79%

Provision for Loan and Lease Losses 9 $13.2 $11.7 $10.7 $12.0 $12.9 $0 $2 $4 $6 $8 $10 $12 $14 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Provision for Loan and Lease Losses (in millions)

Non-interest Income 10 (in millions) $14.5 $10.7 $12.4 $12.3 $4.6 $4.1 $1.8 $3.3 $8.0 $3.7 $2.1 $2.1 $2.1 $2.0 $2.0 $58.4 $26.8 $33.9 $33.4 $42.1 $4.2 $4.1 $3.9 $3.8 $4.2 $15.3 $14.7 $15.5 $15.8 $15.4 $0 $20 $40 $60 $80 $100 $120 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 T h o u s a n d s Other (1) Gain on loan sales BOLI income Residential mortgage banking revenue, net Brokerage revenue Service charges $98.6 $60.2 > (1) Includes other income, gains or losses on investment securities and losses on junior subordinated debentures carried at fair value. > Note: tables may not foot due to rounding. $71.1 $75.4 $72.0

11 $250 $245 $312 $336 $266 $1,061 $755 $918 $891 $850 $0 $200 $400 $600 $800 $1,000 $1,200 $1,400 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Closed mortgage volume Portfolio For Sale (in millions) Mortgage Banking 3.05% 3.27% 3.53% 3.68% 3.51% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Gain on sale margin $1,230 $1,311 $1,000 $1,227 > Note: tables may not foot due to rounding. $1,116

Non-interest Expense 12 (in millions) Non-interest Expense and Efficiency Ratio Non-interest Expense Bridge $188.4 $192.8 $183.5 $182.7 $184.0 $188.4 $192.8 59.7% 68.2% 64.7% 63.4% 65.6% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% 110.0% 120.0% 130.0% $115.0 $125.0 $135.0 $145.0 $155.0 $165.0 $175.0 $185.0 $195.0 $205.0 Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 T h o u s a n d s Non-interest expense Efficiency ratio (in millions) $6.7 $2.3 $(5.2) $(3.5) $(3.2) $(1.5) Q4 2017 non-interest expense and efficiency ratio reflect additional expense in response to Tax Act

Selected Balance Sheet 13 ($ in millions) Q4 2017 Q3 2017 Q4 2016 Total assets 25,742.4$ 25,695.7$ 24,813.1$ Interest bearing cash and temporary investments 303.4 540.8 1,117.4 Investment securities available for sale, fair value 3,065.8 3,047.4 2,701.2 Loans and leases, gross 19,080.2 18,677.8 17,508.7 Allowance for loan and lease losses (140.6) (139.5) (134.0) Goodwill and other intangibles, net 1,817.8 1,819.5 1,824.5 Deposits 19,948.3 19,851.9 19,021.0 Securities sold under agreements to repurchase 294.3 321.5 352.9 Term debt 802.4 852.3 852.4 Total shareholders' equity 4,015.8 3,985.3 3,916.8 Ratios: Loan to deposit ratio 95.6% 94.1% 92.0% Book value per common share $18.24 $18.10 $17.79 Tangible book value per common share (1) $9.98 $9.83 $9.50 Tangible common equity to tangible assets (1) 9.19% 9.07% 9.10% > (1) Non-GAAP financial measure. A reconciliation to the comparable GAAP measurement is provided in the appendix of this slide presentation.

Loan and Deposit Growth Loans and Leases (Gross) $6.4 $6.5 $7.2 $7.7 $15.3 $16.9 $17.5 $19.1 (in billions) 18% 13% 16% 3% 1% 10% 6% 6% 17% 6% 4% Non-owner occupied term CRE Owner occupied term CRE Multifamily Commercial construction Residential development Commercial term Commercial lines of credit & other Leases & equipment finance Mortgage Home equity lines & loans Consumer & other As of Dec 31, 2017 33% 12% 35% 7% 13% Demand, non-interest bearing Demand, interest bearing Money market Savings Time $9.4 $9.2 $9.4 $9.1 $16.9 $17.7 $19.0 $19.9 (in billions) Total Deposits As of Dec 31, 2017 14

Credit Quality 0.77% 0.76% 0.75% 0.75% 0.74% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Allowance for loan and lease losses to loans and leases 0.25% 0.24% 0.23% 0.30% 0.37% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Non-performing assets to total assets 0.29% 0.22% 0.22% 0.20% 0.25% 0.00% 0.20% 0.40% 0.60% 0.80% 1.00% Q4 2016 Q1 2017 Q2 2017 Q3 2017 Q4 2017 Net charge-offs to average loans and leases (annualized) 15

Prudent Capital Management 16 > All regulatory capital ratios remained in excess of well-capitalized and internal policy limits > Focused on prudently managing capital • Quarterly dividend of $0.18 per share, ~3.2% current dividend yield • Q4 total payout ratio of 50% 9.2% 9.4% 11.0% 11.0% 14.0% Tangible Common Equity/Tangible Assets Tier 1 Leverage Tier 1 Common Risk Based Tier 1 Risk Based Total Risk Based Q4 2017 Capital Ratios (1) > (1) Regulatory capital ratios are estimates pending completion and filing of the Company’s regulatory reports.

Appendix – Non-GAAP Reconciliation

Non-GAAP Reconciliation – Tangible Book Value 18

Thank you