Edgar Filing: UMPQUA HOLDINGS CORP

umpquaform8k3rdqtr2

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: October 21, 2004 (Date of earliest event reported)

Umpqua Holdings Corporation
(Exact Name of Registrant as Specified in Its Charter)


OREGON	000-25597	93-1261319
(State or Other Jurisdiction of	(Commission File	(I.R.S. Employer
Incorporation or Organization)	Number)	Identification Number)

200 SW Market Street, Suite 1900
Portland, Oregon 97201
(address of Principal Executive Offices)(Zip Code)

(503) 546-2491
(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))

Item 2.02 Results of Operations and Financial Condition.

On October 21, 2004, Umpqua Holdings Corporation issued a press release with respect to financial results for the third quarter 2004. A copy of the press release is attached as Exhibit 99.1. Attached as Exhibit 99.2 is a Statistical Supplement that is being provided to shareholders and others who have requested additional financial and statistical information from the Company that is not included in the Company's earnings release. This information is being furnished to satisfy Regulation FD, but is not deemed filed under the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.


(a)	Not applicable.
(b)	Not applicable.
(c)	Exhibits.
	(99.1)	Press Release with Quarterly Earnings
	(99.2)	Statistical Supplement

SIGNATURES

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

UMPQUA HOLDINGS CORPORATION
(Registrant)

Dated: October 21, 2004                         By:              /s/ Kenneth E. Roberts
                                                                               Kenneth E. Roberts
                                                                               Assistant Secretary

EXHIBIT 99.1


FOR IMMEDIATE RELEASE
Contacts:
Ray Davis		Dan Sullivan
President/CEO		EVP/CFO
Umpqua Holdings Corporation		Umpqua Holdings Corporation
503-546-2490		503-546-2492
raydavis@umpquabank.com		dansullivan@umpquabank.com

UMPQUA HOLDINGS REPORTS RECORD OPERATING EARNINGS

Strong organic balance sheet growth continues

PORTLAND, Ore. - October 21, 2004 - Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Strand, Atkinson, Williams & York, Inc., today announced record third quarter 2004 operating earnings of $14.8 million, or $0.34 per diluted share, compared to $9.3 million, or $0.32 per diluted share, for the third quarter of 2003. For the nine months ended September 30, 2004, operating earnings were $32.8 million, or $0.98 per diluted share compared to $26.9 million, or $0.94 per diluted share for the same period in 2003.

Operating earnings are defined as the Company's net income before deduction of merger-related expenses, net of tax, which are reported in periods with merger-related costs. There were $1.4 million in merger-related expenses, net of tax, recorded in the third quarter of 2004.

Net income for the third quarter of 2004 was $13.4 million, or $0.31 per diluted share, compared to $9.0 million, or $0.31 per diluted share, for the third quarter of 2003. For the nine months ended September 30, 2004, net income was $30.9 million, or $0.92 per diluted share compared to $25.5 million, or $0.89 per diluted share for the same period in 2003.

The following table presents a reconciliation of net income to operating earnings, with merger- related expenses, net of tax, displayed for each period presented:

		Three months ended						Nine months ended
(Dollars in thousands, except per share data)		9/30/2004		6/30/2004		9/30/2003		9/30/2004		9/30/2003
Net Income	$	13,368	$	9,131	$	9,015	$	30,897	$	25,528
Add Back: Merger related expenses, net of
tax		1,411		346		252		1,888		1,332

Operating Earnings	$	14,779	$	9,477	$	9,267	$	32,785	$	26,860


Earnings per diluted share:		9/30/2004		6/30/2004		9/30/2003		9/30/2004		9/30/2003
Net Income	$	0.31	$	0.32	$	0.31	$	0.92	$	0.89
Operating Earnings	$	0.34	$	0.33	$	0.32	$	0.98	$	0.94

- more -

On July 12, 2004, the company announced the completion of its acquisition of Humboldt Bancorp and its principal operating subsidiary, Humboldt Bank. Under the terms of the merger agreement, Humboldt Bancorp shareholders received one share of Umpqua Holdings Corporation common stock for each share of Humboldt Bancorp common stock. Approximately 15.5 million shares of Umpqua Holdings Corporation common stock were issued in connection with the merger. The acquisition was accounted for using the purchase accounting method for business combinations, and accordingly, is first reflected in the Company's third quarter 2004 financial statements.

"It was another quarter of strong financial performance, both in amount and on a diluted per share basis. Organic growth in loans and deposits was $111 million and $248 million, respectively, over the second quarter. With the integration of Humboldt Bancorp exceeding our expectations, we continue to strengthen our foundation for future growth," said Ray Davis, President and Chief Executive Officer of Umpqua Holdings Corporation.

Umpqua Bank's net interest margin was 4.92% for the third quarter of 2004, compared to 4.74% for the second quarter of 2004. Net charge-offs were $1.5 million, or 0.18% of average loans and leases for the third quarter of 2004, compared to $68 thousand, or 0.01% of average loans and leases for the second quarter of 2004. Non-performing assets were 0.58% of total assets for the third quarter of 2004, up from 0.41% for the second quarter of 2004.

Earnings contribution from the Company's mortgage group was $0.01 per diluted share in the third quarter of 2004, compared to $0.02 per diluted share for the second quarter of 2004. For the nine months ended September 30, 2004, the earnings contribution from the mortgage group was $0.04 per diluted share compared to $0.13 per diluted share for the same period in 2003. Excluding the impact of the mortgage group, operating earnings increased $0.13 per diluted share, or 16% for the nine months ended September 30, 2004, compared to the same period in 2003. It is important to note that during the third quarter of 2004, the Company's mortgage group made a strategic decision to terminate its wholesale production operations. The following table presents a reconciliation of operating earnings per share to total:


	Nine months ended
	September 30		Increase (Decrease)
Operating Earnings per diluted				Variance
share:	2004	2003	Variance $	%
Excluding mortgage group	$0.94	$0.81	$0.13	16%
Mortgage group	0.04	0.13	($0.09)	(69%)
Total	$0.98	$0.94	$0.04

Umpqua Bank, Umpqua Holdings' largest subsidiary, reported an efficiency ratio before merger-related expenses of 55.4% for the third quarter of 2004, compared to 55.1% for the previous quarter and 55.9% for the same quarter one year ago.

"We track the success of acquisitions on two fronts," remarked Davis, "first is organic growth after the deal is completed, and second is achievement of targeted synergies." Since closing the Humboldt Bancorp acquisition on July 9, 2004, the California division's annualized deposit growth has more than doubled, from 5% to 11%. In addition, the combined Bank's efficiency ratio in the third quarter of 2004 of 55.4% is consistent with that reported by Umpqua Bank in the second quarter prior to the acquisition.

- more -

Total consolidated assets of Umpqua Holdings as of September 30, 2004 were $4.9 billion, compared to $3.2 billion at June 30, 2004 and $2.8 billion at September 30, 2003. Total gross loans and deposits were $3.3 billion and $3.9 billion, respectively, as of September 30, 2004, compared to $2.2 billion and $2.5 billion, respectively, as of June 30, 2004.

The following table presents the year-to-date September 2004 annualized organic growth rates, excluding the impact of acquisitions:


		July 2004		Organic
	Sep 30,	Acquired	Dec 31,	Growth
(Dollars in thousands)	2004	Growth	2003	Rate
Loans	$3,323,137	$1,059,760	$2,003,587	17%
Deposits	$3,919,271	$1,192,258	$2,378,192	20%
Assets	$4,944,340	$1,645,908	$2,963,815	15%

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 use of technology, and distinctive banking solutions. Umpqua Bank has 92 stores throughout Oregon, Northern California and Southwest Washington. The bank was named #1 on "The 100 Best Companies to Work For in Oregon" large companies list for 2004 by Oregon Business Magazine. Umpqua Holdings also owns a retail brokerage subsidiary, Strand, Atkinson, Williams & York, Inc. which has 14 locations throughout Oregon and Southwest Washington and offers brokerage services within Umpqua Bank stores. Additionally, Umpqua Bank's Private Client Services Division provides tailored financial services and products to individual customers. Umpqua Holdings Corporation is headquartered in Portland, Oregon. For more information, visit www.umpquaholdingscorp.com.

Umpqua Holdings Corporation will conduct a quarterly earnings conference call Thursday, October 21, 2004, at 10:00 a.m. PDT where management will discuss operating results for the third quarter of 2004. There will be a question-and-answer session following the presentation. Shareholders, analysts and other interested parties are invited to join the call by dialing 888-791-5525 a few minutes before 10:00 a.m. The password is "UMPQUA." Information to be discussed in the teleconference will be available on the Company's website prior to the call at www.umpquaholdingscorp.com. A rebroadcast can be found approximately one hour after the conference call by dialing 888-562-6192, or by visiting that website.

- more -

Umpqua Holdings Corporation
Consolidated Statements of Income
(unaudited)


	Quarter ended:
*Dollars in thousands, except per share data*	September 30, 2004	June 30, 2004	September 30, 2003
Interest income
Loans and leases	$50,718	$32,791	$32,615
Investments taxable	7,433	5,415	2,720
Investments tax exempt	749	396	486
Temporary investments	194	29	82
Other interest and dividends	14	15	24
Total interest income	59,108	38,646	35,927

Interest expense
Deposits	8,927	5,785	5,455
Repurchase agreements and
fed funds purchased	207	185	154
Trust preferred securities	1,979	1,120	936
Other borrowings	731	467	294
Total interest expense	11,844	7,557	6,839
Net interest income	47,264	31,089	29,088
Provision for loan losses	1,479	1,100	1,050
Non-interest income
Service charges	5,323	3,273	3,256
Brokerage fees	2,787	3,014	2,635
Mortgage banking revenue	1,836	2,399	3,160
Gain on sale of securities	13	6	10
Other income	1,863	716	455
Total non-interest income	11,822	9,408	9,516

Non-interest expense
Salaries and benefits	19,744	13,753	13,438
Occupancy and equipment	5,746	4,153	3,534
Other	10,037	6,550	6,333
Merger related expenses	2,176	549	393
Total non-interest expense	37,703	25,005	23,698
Income before income taxes	19,904	14,392	13,856
Provision for income tax	6,536	5,261	4,841
Net income	$13,368	$9,131	$9,015


Weighted average shares outstanding	42,149,082	28,339,080	28,343,696
Weighted average diluted
shares outstanding	42,889,713	28,664,279	28,702,888

Basic earnings per share	$0.32	$0.32	$0.32
Diluted earnings per share	$0.31	$0.32	$0.31

Umpqua Holdings Corporation
Consolidated Statements of Income
(unaudited)


	Nine months ended:
*Dollars in thousands, except per share data*	September 30, 2004	September 30, 2003
Interest income
Loans and leases	$115,373	$94,961
Investments taxable	17,438	8,088
Investments tax exempt	1,558	2,002
Temporary investments	247	420
Other interest and dividends	45	54

Total interest income	134,661	105,525
Interest expense
Deposits	20,601	18,202
Repurchase agreements and
fed funds purchased	529	313
Trust preferred securities	4,222	2,787
Other borrowings	1,440	754
Total interest expense	26,792	22,056
Net interest income	107,869	83,469
Provision for loan losses	3,654	3,475
Noninterest income
Service charges	11,723	9,368
Brokerage fees	8,692	6,944
Mortgage banking revenue	5,884	10,273
Gain on sale of securities	19	2,153
Other income	3,372	2,601
Total noninterest income	29,690	31,339
Noninterest expense
Salaries and benefits	47,162	39,507
Occupancy and equipment	14,014	11,064
Other	22,534	19,187
Merger related expenses	2,941	2,082

Total noninterest expense	86,651	71,840
Income before income taxes	47,254	39,493
Provision for income tax	16,357	13,965
Net income	$30,897	$25,528

Weighted average shares outstanding	33,011,298	28,262,353
Weighted average diluted
shares outstanding	33,515,613	28,622,155

Basic earnings per share	$0.94	$0.90
Diluted earnings per share	$0.92	$0.89

Umpqua Holdings Corporation
Consolidated Balance Sheets
(unaudited)


*Dollars in thousands, except per share data*	September 30, 2004	June 30, 2004	September 30, 2003
Assets:
Cash and cash equivalents	$245,557	$110,804	$130,747
Trading account securities	1,539	1,089	1,561
Investments available for sale	738,538	559,013	404,771
Investments held to maturity	12,340	13,908	16,641
Loans held for sale	29,632	37,866	51,620
Loans and leases	3,323,137	2,152,417	1,935,482
Less: Allowance for loan losses	(43,374)	(27,319)	(25,312)
Loans and leases, net	3,279,763	2,125,098	1,910,170
Federal Home Loan Bank stock	14,840	10,368	6,703
Premises and equipment, net	94,928	68,526	63,560
Other real estate owned	641	724	2,452
Mortgage servicing rights, net	11,140	11,391	10,732
Goodwill and other intangibles	409,516	159,575	160,012
Other assets	105,906	54,929	52,226

	$4,944,340	$3,153,291	$2,811,195

Liabilities:
Deposits	$3,919,271	$2,479,115	$2,263,211
Securities sold under agreements
to repurchase and fed funds purchased	47,752	77,615	63,553
Borrowings	88,521	145,618	72,047
Notes payable for Trust preferred
securities	166,280	97,941	77,321
Other liabilities	50,539	30,963	23,076
Total liabilities	4,272,363	2,831,252	2,499,208

Shareholders' equity:
Common stock	556,995	226,774	230,174
Retained earnings	114,494	103,754	81,605
Accumulated other comprehensive
Income (loss)	488	(8,489)	208
Total shareholders' equity	671,977	322,039	311,987

Total liabilities and shareholders' equity	$4,944,340	$3,153,291	$2,811,195


Common shares outstanding at period end	43,979,674	28,219,677	28,365,814
Book value per share	$15.28	$11.41	$11.00
Tangible book value per share	$5.97	$5.76	$5.36
Tangible equity	$262,461	$162,464	$151,975

Umpqua Holdings Corporation
Loan Portfolio
(unaudited)


*Dollars in thousands*	September 30, 2004	June 30, 2004	September 30, 2003
Loans and leases by purpose:
Commercial real estate	$1,777,832	$1,209,975	$971,775
Residential real estate	214,518	105,003	84,317
Construction	427,863	196,577	247,629
Total real estate	2,420,213	1,511,555	1,303,721
Commercial	766,274	592,718	585,406
Leases	19,552	9,439	8,612
Consumer	81,592	35,904	37,131
Other	35,506	2,801	612
Total loans and leases	$3,323,137	$2,152,417	$1,935,482

	Quarter Ended	Quarter Ended	Quarter Ended
*Dollars in thousands*	September 30, 2004	June 30, 2004	September 30, 2003
Allowance for credit losses
Balance beginning of period	$27,319	$26,287	$25,316
Provision for credit losses	1,479	1,100	1,050
Acquisitions	17,257	--	--
Reclassification	(1,216)	--	--

Charge-offs	(2,124)	(415)	(2,045)
Less: recoveries	659	347	991
Net charge-offs	(1,465)	(68)	(1,054)

Total Allowance for loan losses	$43,374	$27,319	$25,312

Reserve for unfunded commitments	1,216	--	--
Total Allowance for credit losses	$44,590	$27,319	$25,312

Net charge-offs to average
loans and leases (annualized)	0.18%	0.01%	0.22%
Recoveries to gross charge-offs	31.03%	83.61%	48.46%
Allowance for credit losses to
loans and leases	1.34%	1.27%	1.31%
Allowance for credit losses to
nonperforming loans and leases	160%	221%	189%
Nonperforming loans and leases
To total loans and leases	0.84%	0.57%	0.69%

Nonperforming assets
Nonperforming loans and leases	$27,796	$12,352	$13,394
Real estate owned	641	724	2,452
Total nonperforming assets	$28,437	$13,076	$15,846

Umpqua Holdings Corporation
Loan Portfolio
(unaudited)


	Year to date	Year to date
*Dollars in thousands*	September 30, 2004	September 30, 2003
Allowance for credit losses
Balance beginning of period	$25,352	$24,731
Provision for credit losses	3,654	3,475
Acquisitions	17,257	--
Reclassification	(1,216)	--

Charge-offs	(2,986)	(4,486)
Less: recoveries	1,313	1,592
Net charge-offs	(1,673)	(2,894)

Total Allowance for loan loss	$43,374	$25,312

Reserve for unfunded commitments	1,216	--
Total Allowance for credit loss	$44,590	$25,312


Net charge-offs to average
loans and leases (annualized)	0.09%	0.21%

Recoveries to gross charge-offs	43.97%	35.49%

Deposits by Type
(unaudited)


	September 30,2004		June 30, 2004		September30, 2003
*Dollars in thousands*	Amount	Mix	Amount	Mix	Amount	Mix
Demand, non interest bearing	$935,206	23.9%	$624,391	25.2%	$599,939	26.5%
Demand, interest bearing	1,502,899	38.3%	1,132,087	45.7%	937,606	41.4%
Savings	531,466	13.6%	150,436	6.1%	147,849	6.5%
Time	949,700	24.2%	572,201	23.1%	577,817	25.5%
Total Deposits	$3,919,271	100.0%	$2,479,115	100.0%	$2,263,211	100.0%

Umpqua Holdings Corporation
Selected Ratios
(unaudited)


	Quarter ended:
	September 30, 2004	June 30, 2004	September 30, 2003
Net Interest Spread:
Yield on loans and leases	6.33%	6.12%	6.56%
Yield on taxable investments	4.15%	3.95%	2.97%
Yield on tax-exempt investments (1)	6.72%	6.76%	6.50%
Yield on temporary investments	1.54%	0.91%	1.13%
Total yield on earning assets	5.89%	5.68%	5.95%

Cost of interest bearing deposits	1.29%	1.25%	1.31%
Cost of securities sold under agreements
to repurchase and fed funds purchased	1.37%	0.85%	1.03%
Cost of borrowings	1.79%	1.91%	2.40%
Cost of trust preferred	4.93%	4.60%	4.80%
Total cost of interest bearing liabilities	1.50%	1.42%	1.47%

Net interest spread	4.39%	4.26%	4.48%

Net interest margin	4.72%	4.57%	4.82%

Before Merger Related Expenses:
Return on average assets	1.25%	1.23%	1.33%
Return on average tangible assets	1.36%	1.29%	1.41%
Return on average equity	9.35%	11.65%	12.02%
Return on average tangible equity	24.11%	22.76%	25.31%

After Merger Related Expenses:
Return on average assets	1.13%	1.18%	1.30%
Return on average tangible assets	1.23%	1.25%	1.38%
Return on average equity	8.46%	11.23%	11.70%
Return on average tangible equity	21.81%	21.93%	24.62%

Bank Only Ratios:
Umpqua Bank efficiency ratio before merger
expenses	55.43%	55.11%	55.94%
Umpqua Bank net interest margin	4.92%	4.74%	4.98%

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

Umpqua Holdings Corporation
Selected Ratios
(unaudited)


	Nine months ended:
	September 30, 2004	September 30, 2003
Net Interest Spread:
Yield on loans and leases	6.22%	6.71%
Yield on taxable investments	4.02%	3.44%
Yield on tax-exempt investments (1)	6.80%	6.81%
Yield on temporary investments	1.34%	1.17%
Total yield on earning assets	5.78%	6.16%

Cost of interest bearing deposits	1.28%	1.48%
Cost of securities sold under
agreements to repurchase and fed funds purchased	1.05%	1.23%
Cost of borrowings	1.82%	2.92%
Cost of trust preferred	4.74%	4.92%
Total cost of interest bearing liabilities	1.46%	1.64%

Net interest spread	4.32%	4.52%

Net interest margin	4.65%	4.89%

Before Merger Related Expenses:
Return on average assets	1.22%	1.35%
Return on average tangible assets	1.31%	1.44%
Return on average equity	10.25%	11.97%
Return on average tangible equity	22.79%	25.81%

After Merger Related Expenses:
Return on average assets	1.15%	1.28%
Return on average tangible assets	1.23%	1.37%
Return on average equity	9.66%	11.38%
Return on average tangible equity	21.48%	24.53%

Bank Only Ratios:
Umpqua Bank efficiency ratio before merger expenses	56.08%	56.14%
Umpqua Bank net interest margin	4.83%	5.05%

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

Umpqua Holdings Corporation
Mortgage Banking Statistical Analysis
(unaudited)


	Quarter ended:
	September 30, 2004	June 30, 2004	September 30, 2003
*Dollars in thousands*
Mortgage Servicing Rights (MSR):
Mortgage loans serviced for others	$1,093,460	$1,119,351	$1,181,034

MSR Asset (gross)	$11,900	$11,832	$12,859
Less: Valuation reserve	(760)	(441)	(2,127)
MSR Asset (net of reserve)	$11,140	$11,391	$10,732

MSR as % of serviced portfolio	1.02%	1.02%	0.91%


Mortgage Banking Revenue:
Origination and sale	$1,959	$1,903	$2,424
Servicing	196	(370)	(904)
MSR valuation reserve change	(319)	866	1,640
Total Mortgage Banking Revenue	$1,836	$2,399	$3,160


	Nine months ended:
	September 30, 2004	September 30, 2003
*Dollars in thousands*
Mortgage Banking Revenue:
Origination and sale	$5,135	$12,676
Servicing	(398)	(2,093)
MSR valuation reserve change	1,147	(310)
Total Mortgage Banking Revenue	$5,884	$10,273

# # #

Exhibit 99.2

UMPQUA HOLDINGS CORPORATION
Statistical Supplement
(in thousands, except share data and ratios: unaudited)


		3rd Qtr	2ndQtr		1stQtr		4thQtr		3rdQtr		2ndQtr		1stQtr		4thQtr		3rdQtr		2ndQtr		1stQtr						Years Ended December 31,
		2004	2004		2004		2003		2003		2003		2003		2002		2002		2002		2002		YTD9/2004				2003		2002					2001
Income Statement Data
Interest income	$	59,108	$ 38,646		$ 36,907		$ 36,608		$ 35,927		$ 34,281		$ 35,317		$ 30,058		$ 24,052		$ 23,149		$ 23,065		$ 134,661			$	142,132	$		100,325			$		88,037
Interest expense		11,844		7,557		7,392		6,804		6,839		7,480		7,738		6,935		5,739		5,428		5,695			26,792		28,860		23,797					32,407
Net interest income		47,264	31,089		29,515		29,804		29,088		26,801		27,579		23,123		18,313		17,721		17,370		107,869				113,272		76,528					55,630
Provision for credit losses		1,479		1,100		1,075		1,075		1,050		950		1,475		1,384		900		600		1,004			3,654		4,550		3,888					3,190
Net interest income after provision for credit losses		45,785	29,989		28,440		28,729		28,038		25,851		26,104		21,739		17,413		17,121		16,366		104,215				108,722		72,640					52,440
Service fees		5,323		3,273		3,127		3,188		3,256		3,198		2,914		2,541		2,138		1,877		2,084			11,723		12,556		8,640					7,768
Brokerage fees & commissions		2,787		3,014		2,891		2,554		2,635		2,370		1,939		2,208		2,299		2,331		2,174			8,692		9,498		9,012					8,309
Mortgage banking revenue, net		1,836		2,399		1,649		1,200		3,160		2,834		4,279		3,989		1,190		2,216		1,679			5,884		11,473		9,073					5,106
Gain (loss) on sale of securities		13		6		-		2		10		2,136		7		6		396		(901)		2			19		2,155		(497)					210
Other income		1,863		716		793		760		455		1,100		1,045		412		682		478		541			3,372		3,361		2,113					2,005
Total noninterest income		11,822		9,408		8,460		7,704		9,516	11,638		10,184			9,156		6,705		6,001		6,480			29,690		39,043		28,341					23,398
Salaries and employee benefits		19,744	13,753		13,665		13,583		13,438		13,171		12,899		10,877			8,963		8,568		8,709			47,162		53,090		37,117					30,220
Premises and equipment		5,746		4,153		4,115		3,770		3,534		3,947		3,582		2,936		2,348		2,213		2,099			14,014		14,834		9,596					8,283
Other non interest expense		10,037		6,550		5,946		6,077		6,332		6,760		6,093		5,221		3,810		4,108		4,109			22,533		25,263		17,249					15,768
Total noninterest expense		35,527	24,456		23,726		23,430		23,304		23,878		22,574		19,034		15,121		14,889		14,917				83,709		93,187		63,962					54,271
Operating income before income tax & merger expense		22,080	14,941		13,174		13,003		14,250		13,611		13,714		11,861			8,997		8,233		7,929			50,195		54,578		37,020					21,567
Provision for income taxes		7,301		5,464		4,645		4,412		4,983		4,807		4,925		4,398		2,987		2,951		2,995			17,410		19,127		13,332					8,181
Net income before merger expenses	$	14,779	$	9,477	$	8,529	$	8,591	$	9,267	$	8,804	$	8,789	$	7,463	$	6,010	$	5,282	$	4,934	$		32,785	$	35,451	$	23,689				$	13,387
Merger expenses net of tax benefit		1,411		346		131		-		251		672		409		748		-		-		973			1,888		1,332		1,721					4,837
Net income	$	13,368	$	9,131	$	8,398	$	8,591	$	9,016	$	8,132	$	8,380	$	6,715	$	6,010	$	5,282	$	3,961	$		30,897	$	34,119	$	21,968				$		8,550
Share Data(1)
Before Merger Expenses:
Basic earnings per common share	$	0.35	$	0.33	$	0.30	$	0.30	$	0.33	$	0.31	$	0.31	$	0.31	$	0.30	$	0.26	$	0.25	$		0.99	$	1.25	$	1.13			$		0.71
Diluted earnings per common share	$	0.34	$	0.33	$	0.30	$	0.30	$	0.32	$	0.31	$	0.31	$	0.31	$	0.29	$	0.26	$	0.24	$		0.98	$	1.24	$	1.11			$		0.70
After Merger Expenses:
Basic earnings per common share	$	0.32	$	0.32	$	0.30	$	0.30	$	0.32	$	0.29	$	0.30	$	0.28	$	0.30	$	0.26	$	0.20	$		0.94	$	1.21	$	1.04			$		0.46
Diluted earnings per common share	$	0.31	$	0.32	$	0.29	$	0.30	$	0.31	$	0.28	$	0.29	$	0.28	$	0.29	$	0.26	$	0.20	$		0.92	$	1.19	$	1.03			$		0.45
Tangible book value per common share	$	5.97	$	5.76	$	5.99	$	5.61	$	5.36	$	5.10	$	4.86	$	4.55	$	6.21	$	5.93	$	5.60	$		5.97	$	5.61	$	4.55			$		5.49
Book value per common share	$	15.28	$	11.41	$	11.59	$	11.23	$	11.00	$	10.77	$	10.57	$	10.30	$	7.51	$	7.23	$	6.91	$		15.28	$	11.23	$	10.30			$		6.78
Cash dividends per common share	$	0.06	$	0.06	$	0.04	$	0.04	$	0.04	$	0.04	$	0.04	$	0.04	$	0.04	$	0.04	$	0.04	$		0.16	$	0.16	$	0.16			$		0.13
Ratio of dividends declared to net income		19.74%	18.54%		13.57%		13.23%		12.59%		13.92%		13.50%		16.68%		13.39%		15.22%		20.32%				17.71%		13.29%		16.09%					29.53%
Shares outstanding	43,979,674		28,219,677		28,489,267		28,411,816		28,365,814		28,331,279		28,234,620		27,980,591		20,137,343		20,108,342		19,970,763				43,979,674		28,411,816		27,980,591					19,952,965
Basic weighted average shares of common stock outstanding	42,149,082		28,339,080		28,445,316		28,389,064		28,343,696		28,283,843		28,157,475		24,054,398		20,125,583		20,041,973		19,960,668				33,011,298		28,294,291		21,054,351					18,781,813
Common stock equivalents		740,631	325,199		373,883		413,101		359,195		384,083		412,669		309,762		273,213		276,731		243,474				504,315		371,779		251,686					224,536
Fully diluted weighted average shares of common stock outstanding	42,889,713		28,664,279		28,819,200		28,802,165		28,702,891		28,667,926		28,570,144		24,364,160		20,398,796		20,318,704		20,204,142				33,515,613		28,666,070		21,306,037					19,006,349
Operating Diluted Earnings Per Share Contribution
Core company (excluding mortgage group and gain (loss) on sale of securities)	$	0.33	$	0.31	$	0.29	$	0.31	$	0.27	$	0.23	$	0.26	$	0.25	$	0.26	$	0.24	$	0.20	$		0.94	$	1.07	$	0.96				$	0.61
Mortgage group	$	0.01	$	0.02	$	0.01	$	(0.01)	$	0.05	$	0.03	$	0.05	$	0.06	$	0.02	$	0.05	$	0.04	$		0.04	$	0.12	$	0.17				$	0.09
Gain (loss) on sale of securities	$	0.00	$	0.00	$	-	$	0.00	$	0.00	$	0.05	$	0.00	$	0.00	$	0.01	$	(0.03)	$	0.00	$		0.00	$	0.05	$			(0.01)		$	0.01
Operating earnings per diluted share	$	0.34	$	0.33	$	0.30	$	0.30	$	0.32	$	0.31	$	0.31	$	0.31	$	0.29	$	0.26	$	0.24	$		0.98	$	1.24	$	1.11				$	0.70
Balance Sheet Data (at period end)
Investment securities	$	752,417	$ 574,009		$ 518,496		$ 517,781		$ 422,973		$ 370,878		$ 374,000		$ 349,615		$ 272,007		$ 197,320		$ 191,189			$	752,417	$	517,781	$	349,615				$	212,722
Loans & leases, gross (excl held-for-sale)		3,323,137	2,152,417		2,073,875		2,003,587		1,935,482		1,877,238		1,823,311		1,778,315		1,076,521		1,051,008		1,041,553		3,323,137				2,003,587		1,778,315					1,016,142
Less: Allowance for credit losses		43,374	27,319		26,287		25,352		25,312		25,316		24,538		24,731		15,038		14,698		14,271				43,374		25,352		24,731					13,221
Loans & leases, net (excl held-for-sale)		3,279,763	2,125,098		2,047,588		1,978,235		1,910,170		1,851,922		1,798,773		1,753,584		1,061,483		1,036,310		1,027,282		3,279,763				1,978,235		1,753,584					1,002,921
Intangible assets		409,516	159,575		159,661		159,585		160,012		160,547		161,181		160,967		26,105		26,117		26,169		409,516				159,585		160,967					25,841
Total assets		4,944,340	3,153,291		2,997,782		2,963,815		2,811,195		2,747,057		2,645,915		2,555,964		1,586,955		1,489,711		1,437,172		4,944,340				2,963,815		2,555,964					1,428,711
Total deposits		3,919,271	2,479,115		2,428,926		2,378,192		2,263,211		2,282,909		2,178,769		2,103,790		1,347,494		1,278,086		1,207,513		3,919,271				2,378,192		2,103,790					1,204,893
Total shareholders' equity		671,977	322,039		330,237		318,969		311,987		305,104		298,469		288,159		151,214		145,377		137,913		671,977				318,969		288,159					135,301
Balance Sheet Data (averages)
Loans & leases, gross (excl held-for-sale)	$	3,158,363	$ 2,125,031		$ 2,033,357		$ 1,945,568		$ 1,900,862		$ 1,827,360		$ 1,796,875		$ 1,410,341		$ 1,063,939		$ 1,041,251		$ 1,020,288		$ 2,441,543			$	1,868,165	$	1,134,832			$		838,348
Loans held for sale		29,915	29,245		25,100		39,868		72,831		40,678		34,298		38,708		21,727		16,816		12,841				28,093		47,005		22,592					10,867
Earning assets		4,015,604	2,751,467		2,581,349		2,499,933		2,412,628		2,296,639		2,223,745		1,827,954		1,406,355		1,286,450		1,269,304		3,119,423				2,359,142		1,449,250					1,111,941
Total assets		4,693,725	3,106,392		2,941,964		2,863,045		2,759,590		2,636,203		2,579,051		2,071,194		1,539,335		1,431,889		1,410,246		3,584,756				2,710,388		1,614,775					1,223,718
Non interest bearing demand deposits		875,741	607,543		571,131		585,655		583,422		531,779		473,501		400,737		302,983		275,125		257,663		685,502				544,006		309,502					229,091
Interest bearing deposits		2,761,381	1,861,619		1,813,598		1,737,365		1,658,570		1,644,151		1,631,155		1,317,153		1,022,508		943,012		933,151		2,147,780				1,688,076		1,054,922					814,473
Interest bearing liabilities		3,143,938	2,145,309		2,021,049		1,937,556		1,843,889		1,772,521		1,760,894		1,433,604		1,074,087		991,649		995,415		2,439,346				1,829,240		1,124,753					865,816
Total shareholders' equity		628,667	327,064		324,191		314,184		305,751		301,314		292,767		215,557		149,350		143,008		138,473		427,378				303,569		161,774					118,411

UMPQUA HOLDINGS CORPORATION
Statistical Supplement
(in thousands, except share data and ratios: unaudited)


	3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr			Years Ended December 31,
	2004		2004		2004		2003		2003		2003		2003		2002		2002		2002		2002	YTD 9/2004		2003		2002		2001
Other Financial Data
Total loan charge-offs	$ 2,124	$	415	$	447	$	1,591	$	2,045	$	466	$	1,975	$	1,760	$	669	$	234	$	129	$ 2,986	$	6,077	$	2,792	$	2,146
Total loan recoveries	659		347		307		556		991		294		307		212		109		61		176	1,313		2,148		558		474
Net loan charge-offs (recoveries)	1,465		68		140		1,035		1,054		172		1,668		1,548		560		173		(47)	1,673		3,929		2,234		1,672
Loans 90 days past due and still accruing	497		704		1,246		927		533		1,112		963		3,243		520		2,559		2,166	497		927		3,243		311
Non-accrual loans	27,299		11,648		10,554		10,498		12,861		20,767		16,853		15,152		4,803		4,140		2,527	27,299		10,498		15,152		3,055
Total nonperforming loans	27,796		12,352		11,800		11,425		13,394		21,879		17,816		18,395		5,323		6,699		4,693	27,796		11,425		18,395		3,366
Other real estate owned	641		724		1,711		2,529		2,452		2,504		3,430		2,209		756		1,384		1,430	641		2,529		2,209		1,061
Nonperforming assets	28,437		13,076		13,511		13,954		15,846		24,383		21,246		20,604		6,079		8,083		6,123	28,437		13,954		20,604		4,427
Selected Ratios
Before Merger Expenses :
Return on average total assets (annualized)	1.25%		1.23%		1.17%		1.19%		1.33%		1.34%		1.38%		1.43%		1.55%		1.48%		1.42%	1.22%		1.31%		1.47%		1.09%
Return on average tangible assets (annualized)	1.36%		1.29%		1.23%		1.28%		1.43%		1.43%		1.46%		1.52%		1.60%		1.51%		1.43%	1.31%		1.39%		1.51%		1.10%
Return on average total shareholders' equity (annualized)	9.35%		11.65%		10.58%		10.85%		12.02%		11.72%		12.17%		13.74%		15.97%		14.82%		14.45%	10.25%		11.68%		14.64%		11.30%
Return on average tangible shareholders' equity (annualized)	24.11%		22.76%		20.84%		22.10%		25.31%		25.19%		27.04%		23.76%		19.35%		17.98%		17.62%	22.79%		24.80%		19.76%		12.59%
Efficiency ratio (3) - Umpqua Bank only	55.43%		55.11%		58.16%		56.89%		55.94%		57.51%		54.98%		52.88%		55.08%		57.22%		58.35%	56.08%		56.32%		55.58%		58.23%
Efficiency ratio (3)	59.74%		60.09%		62.13%		62.10%		59.98%		61.55%		59.16%		58.23%		59.58%		61.83%		61.64%	60.50%		60.70%		60.15%		67.52%
Non interest revenue to Total revenue (TE)	19.88%		23.12%		22.16%		20.42%		24.49%		30.00%		26.69%		28.01%		26.42%		24.92%		26.78%	21.46%		25.43%		26.65%		29.11%
Effective tax rate	33.07%		36.57%		35.26%		33.93%		34.97%		35.32%		35.91%		37.08%		33.20%		35.84%		37.77%	34.68%		35.05%		36.01%		37.93%
After Merger Expenses:
Return on average total assets (annualized)	1.13%		1.18%		1.15%		1.19%		1.30%		1.24%		1.32%		1.29%		1.55%		1.48%		1.14%	1.15%		1.26%		1.36%		0.70%
Return on average tangible assets (annualized)	1.23%		1.25%		1.21%		1.28%		1.40%		1.32%		1.39%		1.36%		1.60%		1.51%		1.15%	1.23%		1.34%		1.40%		0.71%
Return on average total shareholders' equity (annualized)	8.46%		11.23%		10.42%		10.85%		11.70%		10.83%		11.61%		12.36%		15.97%		14.82%		11.60%	9.66%		11.24%		13.58%		7.22%
Return on average tangible shareholders' equity (annualized)	21.81%		21.93%		20.52%		22.10%		24.63%		23.27%		25.78%		21.38%		19.35%		17.98%		14.14%	21.48%		23.87%		18.33%		8.04%
Average yield on earning assets (2) (annualized)	5.89%		5.68%		5.78%		5.85%		5.95%		6.05%		6.51%		6.61%		6.89%		7.33%		7.48%	5.78%		6.08%		7.02%		8.04%
Interest expense to interest bearing liabilities(2)(annualized)	1.50%		1.42%		1.47%		1.39%		1.47%		1.69%		1.78%		1.92%		2.12%		2.19%		2.32%	1.46%		1.58%		2.12%		3.74%
Net interest spread (2)	4.39%		4.26%		4.31%		4.45%		4.48%		4.36%		4.73%		4.69%		4.77%		5.14%		5.16%	4.32%		4.50%		4.91%		4.30%
Interest expense to earning assets (annualized)	1.17%		1.10%		1.15%		1.08%		1.12%		1.31%		1.41%		1.51%		1.62%		1.69%		1.82%	1.15%		1.22%		1.64%		2.91%
Net interest margin (2) (annualized)	4.72%		4.57%		4.63%		4.77%		4.82%		4.74%		5.10%		5.10%		5.27%		5.63%		5.66%	4.65%		4.85%		5.38%		5.13%
Net interest margin (2) (annualized) - Umpqua Bank only	4.92%		4.74%		4.80%		4.91%		4.98%		4.90%		5.27%		5.28%		5.27%		5.63%		5.66%	4.83%		5.01%		5.44%		5.13%
Asset Quality Ratios
Allowance for credit losses to ending total loans and leases	1.34%		1.27%		1.27%		1.27%		1.31%		1.35%		1.35%		1.39%		1.40%		1.40%		1.37%	1.34%		1.27%		1.39%		1.30%
Nonperforming loans to ending total loans and leases	0.84%		0.57%		0.57%		0.57%		0.69%		1.17%		0.98%		1.03%		0.49%		0.64%		0.45%	0.84%		0.57%		1.03%		0.33%
Nonperforming assets to ending total assets	0.58%		0.41%		0.45%		0.47%		0.56%		0.89%		0.80%		0.81%		0.38%		0.54%		0.43%	0.58%		0.47%		0.81%		0.31%
Net loan charge-offs (recoveries) to avg loans and leases (annualized)	0.18%		0.01%		0.03%		0.21%		0.22%		0.04%		0.38%		0.44%		0.21%		0.07%		-0.02%	0.09%		0.21%		0.20%		0.20%
Capital Ratio
Average shareholders' equity to average assets	13.39%		10.53%		11.02%		10.97%		11.08%		11.43%		11.35%		10.41%		9.70%		9.99%		9.82%	11.92%		11.20%		10.02%		9.68%
Year to Date Growth
Loans & leases, gross (excl held-for-sale)	65.86%		7.43%		3.51%		12.67%		8.84%		5.56%		2.53%		75.01%		5.94%		3.43%		2.50%	65.86%		12.67%		75.01%		35.12%
Deposits	64.80%		4.24%		2.13%		13.04%		7.58%		8.51%		3.56%		74.60%		11.84%		6.07%		0.22%	64.80%		13.04%		74.60%		21.27%
Total assets	66.82%		6.39%		1.15%		15.96%		9.99%		7.48%		3.52%		78.90%		11.08%		4.27%		0.59%	66.82%		15.96%		78.90%		23.26%
Mortgage Banking Revenue
Gain (loss) on origination and sale	1,959		1,903		1,273		1,208		2,424		4,867		4,985		4,904		2,377		1,892		1,662	5,135		13,484		10,834		6,272
Servicing income before accelerated amortization	703		314		307		299		318		323		253		227		207		193		177	1,324		1,193		804		457
Accelerated servicing right amortization	(507)		(684)		(531)		(527)		(1,222)		(1,056)		(709)		(670)		(343)		(169)		(160)	(1,722)		(3,514)		(1,342)		(627)
Sub total before mortgage servicing right (MSR) valuation change	2,155		1,533		1,049		980		1,520		4,134		4,529		4,461		2,241		1,916		1,679	4,737		11,163		10,296		6,102
MSR valuation change	(319)		866		600		220		1,640		(1,700)		(250)		(471)		(1,050)		300		-	1,147		(90)		(1,221)		(996)
Total Mortgage Banking Revenue	1,836		2,399		1,649		1,200		3,160		2,434		4,279		3,990		1,191		2,216		1,679	5,884		11,073		9,075		5,106
Mortgage Servicing Right Asset
Gross Mortgage Servicing Right Asset	11,900		11,832		12,266		12,515		12,859		13,041		12,646		11,533		8,789		7,764		6,987	11,900		12,515		11,533		5,872
less: valuation reserve	(760)		(441)		(1,307)		(1,907)		(2,127)		(3,767)		(2,467)		(2,217)		(1,746)		(696)		(996)	(760)		(1,907)		(2,217)		(996)
Net Mortgage Servicing Right Asset	11,140		11,391		10,959		10,608		10,732		9,274		10,179		9,316		7,043		7,068		5,991	11,140		10,608		9,316		4,876
Net Mortgage Servicing Right Asset as % of serviced loan portfolio	1.02%		1.02%		0.95%		0.91%		0.91%		0.77%		0.90%		0.91%		0.87%		0.98%		0.94%	1.02%		0.91%		0.91%		0.91%

(1) Per share data has been adjusted for subsequent stock dividends and stock splits.

(2) Tax exempt interest income has been adjusted to a tax equivalent basis at a 35% effective tax rate beginning in 2001. Prior years at 34%. (3) Efficiency ratio is noninterest expense divided by the sum of net interest income (tax equivalent basis) plus noninterest income.