0001077771false00010777712021-11-192021-11-19

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: November 22, 2021
(Date of earliest event reported)
 
 
Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
 
Oregon001-3462493-1261319
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
 
One SW Columbia, Suite 1200
Portland, Oregon 97204
(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))
 
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASSTRADING SYMBOLNAME OF EXCHANGE
Common StockUMPQThe NASDAQ Global Select Market

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 8.01Other Events
In the first quarter of 2021, Umpqua Holdings Corporation (the "Company") realigned its operating segments based on changes in management's focus and the Company's internal reporting structure. Management periodically updates the allocation methods and assumptions within the current segment structure. The Company began reporting two segments (Core Banking and Mortgage Banking) in its financial statements included in the Form 10-Q for the quarter ended March 31, 2021. The Company previously reported four segments—Wholesale Bank, Wealth Management, Retail Bank, and Home Lending with the remainder reported as Corporate and other.

The Core Banking segment includes all lines of business, except Mortgage Banking, including wholesale, retail, wealth management, as well as the operations, technology, and administrative functions of Umpqua Bank and the Company. The Mortgage Banking segment includes the revenue earned from the production and sale of residential real estate loans, the servicing income from our serviced loan portfolio, the quarterly changes to the mortgage servicing rights, and the specific expenses that are related to mortgage banking activities including variable commission expenses. Revenue and related expenses related to residential real estate loans held for investment that were previously in the Home Lending segment are included in the Core Banking segment as portfolio loans are an anchor product for the Company's consumer channels and are originated through a variety of channels throughout the Company.

The information presented below is being filed as a result of the retrospective presentation and disclosure requirements for segment disclosures. The Company will be required to reflect these changes in presentation and disclosure for all periods presented in future filings with the SEC.

This information is intended to assist investors in making comparisons of the Company's historical financial information with future financial information. The reported financial information below has been revised to conform to the current presentation.



The summarized information below includes the Company's segment footnote results for the years ended December 31, 2020, 2019, and 2018 with the realigned segment presentation retrospectively applied.
As Recast
Year Ended December 31, 2020
(in thousands)
Core BankingMortgage BankingConsolidated
Net interest income$866,996 $15,523 $882,519 
Provision for credit losses204,861 — 204,861 
Non-interest income
Residential mortgage banking revenue:
Origination and sale— 308,219 308,219 
Servicing— 35,706 35,706 
Change in fair value of MSR asset:
Changes due to collection/realization of expected cash flows over time— (19,680)(19,680)
Changes due to valuation inputs or assumptions— (53,423)(53,423)
Gain on sale of debt securities, net190 — 190 
Gain on equity securities, net769 — 769 
Loss on swap derivatives, net(9,409)— (9,409)
Non-interest income (excluding above items)148,884 753 149,637 
Total non-interest income140,434 271,575 412,009 
Non-interest expense
Goodwill impairment1,784,936 — 1,784,936 
Exit and disposal costs2,589 — 2,589 
Non-interest expense (excluding above items)609,497 149,065 758,562 
Allocated expenses, net (1)
(11,557)11,557 — 
Total non-interest expense2,385,465 160,622 2,546,087 
(Loss) income before income taxes(1,582,896)126,476 (1,456,420)
Provision for income taxes35,381 31,619 67,000 
Net (loss) income$(1,618,277)$94,857 $(1,523,420)
Total assets$28,438,813 $796,362 $29,235,175 
Loans held for sale $78,146 $688,079 $766,225 
Total loans and leases$21,779,367 $— $21,779,367 
Total deposits$24,200,012 $422,189 $24,622,201 
(1) Represents the internal charge of centrally provided support services and other corporate overhead to the Mortgage Banking segment, partially offset by allocations from the Mortgage Banking segment to Core Banking for new portfolio loan originations and portfolio servicing costs.


As Recast
Year Ended December 31, 2019
(in thousands)
Core BankingMortgage BankingConsolidated
Net interest income$913,097 $7,537 $920,634 
Provision for credit losses72,515 — 72,515 
Non-interest income
Residential mortgage banking revenue:
Origination and sale— 104,394 104,394 
Servicing— 42,199 42,199 
Change in fair value of MSR asset:
Changes due to collection/realization of expected cash flows over time— (25,408)(25,408)
Changes due to valuation inputs or assumptions— (19,375)(19,375)
Loss on sale of debt securities, net(7,184)— (7,184)
Gain on equity securities, net83,475 — 83,475 
Loss on swap derivatives, net(6,038)— (6,038)
Non-interest income (excluding above items)167,325 436 167,761 
Total non-interest income237,578 102,246 339,824 
Non-interest expense
Exit and disposal costs6,797 — 6,797 
Non-interest expense (excluding above items)606,545 105,698 712,243 
Allocated expenses, net (1)
(10,508)10,508 — 
Total non-interest expense602,834 116,206 719,040 
Income (loss) before income taxes475,326 (6,423)468,903 
Provision for income taxes116,414 (1,606)114,808 
Net income (loss)$358,912 $(4,817)$354,095 
Total assets$28,214,661 $632,148 $28,846,809 
Loans held for sale$— $513,431 $513,431 
Total loans and leases$21,195,684 $— $21,195,684 
Total deposits$22,212,584 $268,920 $22,481,504 
(1) Represents the internal charge of centrally provided support services and other corporate overhead to the Mortgage Banking segment, partially offset by allocations from the Mortgage Banking segment to Core Banking for new portfolio loan originations and portfolio servicing costs.


As Recast
Year Ended December 31, 2018
(in thousands)
Core BankingMortgage BankingConsolidated
Net interest income$922,314 $16,325 $938,639 
Provision for credit losses55,905 — 55,905 
Non-interest income
Residential mortgage banking revenue:
Origination and sale— 88,644 88,644 
Servicing— 42,786 42,786 
Change in fair value of MSR asset:
Changes due to collection/realization of expected cash flows over time— (24,533)(24,533)
Changes due to valuation inputs or assumptions— 11,338 11,338 
Gain on sale of debt securities, net14 — 14 
Loss on equity securities, net(1,484)— (1,484)
Loss on swap derivatives, net(1,362)— (1,362)
Non-interest income (excluding above items)162,711 1,303 164,014 
Total non-interest income159,879 119,538 279,417 
Non-interest expense
Exit and disposal costs6,837 — 6,837 
Non-interest expense (excluding above items)634,847 97,781 732,628 
Allocated expenses, net (1)
(14,046)14,046 — 
Total non-interest expense627,638 111,827 739,465 
Income before income taxes398,650 24,036 422,686 
Provision for income taxes100,414 6,009 106,423 
Net income$298,236 $18,027 $316,263 
Total assets$26,577,703 $362,078 $26,939,781 
Loans held for sale$— $166,461 $166,461 
Total loans and leases$20,422,666 $— $20,422,666 
Total deposits$20,931,687 $205,799 $21,137,486 
(1) Represents the internal charge of centrally provided support services and other corporate overhead to the Mortgage Banking segment, partially offset by allocations from the Mortgage Banking segment to Core Banking for new portfolio loan originations and portfolio servicing costs.



The following tables summarize the previously reported financial information for the Company's reportable segments for the years ended December 31, 2020, 2019, and 2018: 
As Previously Reported
Year Ended December 31, 2020
(in thousands)
Wholesale BankWealth ManagementRetail BankHome Lending
Corporate & Other (2)
Consolidated
Net interest income (expense)$539,454 $23,514 $265,703 $68,994 $(15,146)$882,519 
Provision (recapture) for credit losses 196,363 2,144 6,667 (428)115 204,861 
Non-interest income49,018 17,305 59,488 271,580 14,618 412,009 
Goodwill impairment1,033,744 — 751,192 — — 1,784,936 
Non-interest expense (excluding goodwill impairment)249,546 33,748 238,169 180,857 58,831 761,151 
(Loss) income before income taxes(891,181)4,927 (670,837)160,145 (59,474)(1,456,420)
Provision (benefit) for income taxes(1)
40,997 1,232 30,861 40,036 (46,126)67,000 
Net (loss) income$(932,178)$3,695 $(701,698)$120,109 $(13,348)$(1,523,420)
Notable fair value adjustments included in non-interest income:
Residential mortgage servicing rights$— $— $— $(73,103)$— $(73,103)
Interest rate swaps$(9,409)$— $— $— $— $(9,409)
Total assets$16,652,657 $833,203 $1,546,243 $4,119,896 $6,083,176 $29,235,175 
Total loans and leases $16,340,002 $813,463 $1,388,752 $3,286,092 $(48,942)$21,779,367 
Total deposits$5,375,568 $1,296,075 $15,644,208 $431,568 $1,874,782 $24,622,201 
(1) The Wholesale Bank and Retail Bank do not have the standard tax rate of 25% allocated in 2020 due to the impact of the goodwill impairment on these reporting units.
(2) The Corporate and Other segment reflects the recording of the deferral of the fees and costs on loans originated during the period, and such fees and costs are reflected within net interest income and non-interest expense, respectively, upon loan origination for the Wholesale Bank, Retail Bank, home Lending, and Wealth Management segments.


As Previously Reported
Year Ended December 31, 2019
(in thousands)Wholesale BankWealth ManagementRetail BankHome LendingCorporate & OtherConsolidated
Net interest income$447,449 $23,240 $332,725 $46,603 $70,617 $920,634 
Provision for credit losses65,550 804 3,719 2,033 409 72,515 
Non-interest income65,975 18,658 62,856 102,239 90,096 339,824 
Non-interest expense233,516 36,976 255,632 135,168 57,748 719,040 
Income before income taxes214,358 4,118 136,230 11,641 102,556 468,903 
Provision for income taxes53,589 1,030 34,058 2,910 23,221 114,808 
Net income$160,769 $3,088 $102,172 $8,731 $79,335 $354,095 
Notable fair value adjustments included in non-interest income:
Residential mortgage servicing rights$— $— $— $(44,783)$— $(44,783)
Interest rate swaps$(6,038)$— $— $— $— $(6,038)
Total assets$15,404,164 $710,873 $1,753,682 $4,423,869 $6,554,221 $28,846,809 
Total loans and leases$15,119,857 $693,569 $1,671,472 $3,768,584 $(57,798)$21,195,684 
Total deposits$4,462,630 $1,221,869 $13,548,089 $279,226 $2,969,690 $22,481,504 

As Previously Reported
Year Ended December 31, 2018
(in thousands)Wholesale BankWealth ManagementRetail BankHome LendingCorporate & OtherConsolidated
Net interest income$453,291 $24,346 $337,402 $39,897 $83,703 $938,639 
Provision (recapture) for loan and lease losses50,110 1,025 3,343 1,628 (201)55,905 
Non-interest income59,129 19,434 63,429 119,538 17,887 279,417 
Non-interest expense226,758 36,162 272,454 130,384 73,707 739,465 
Income before income taxes235,552 6,593 125,034 27,423 28,084 422,686 
Provision for income taxes59,308 1,648 31,482 6,856 7,129 106,423 
Net income$176,244 $4,945 $93,552 $20,567 $20,955 $316,263 
Notable fair value adjustments included in non-interest income:
Residential mortgage servicing rights$— $— $— $(13,195)$— $(13,195)
Interest rate swaps$(1,362)$— $— $— $— $(1,362)
Total assets$14,973,789 $536,024 $1,962,005 $3,680,005 $5,787,958 $26,939,781 
Total loans and leases $14,770,562 $521,988 $1,881,568 $3,320,634 $(72,086)$20,422,666 
Total deposits$3,776,049 $1,068,025 $13,016,974 $219,584 $3,056,854 $21,137,486 



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: November 22, 2021
By:/s/ Andrew H. Ognall
     Andrew H. Ognall
     Executive Vice President, General Counsel and Secretary