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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: July 21, 2005
(Date of earliest event reported)

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

One SW Columbia, Suite 1200
Portland, Oregon 97258 (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:

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Item 2.02     Results of Operations and Financial Condition.

        On July 21, 2005, Umpqua Holdings Corporation issued a press release announcing financial results for the second quarter of 2005. A copy of the press release is attached as Exhibit 99.1.

        Attached as Exhibit 99.2 is a Statistical Supplement that the Company provides to shareholders and others who request additional financial and statistical information not included in the press 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  Earnings Press Release
				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: July 21, 2005		By: /s/ Kenneth E. Roberts
		Kenneth E. Roberts
		Assistant Secretary

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EXHIBIT 99.1

FOR IMMEDIATE RELEASE
Contacts:
Ray Davis		Dan Sullivan
President/CEO		EVP/CFO
Umpqua Holdings Corporation		Umpqua Holdings Corporation
503-727-4101		503-727-4103
raydavis@umpquabank.com		dansullivan@umpquabank.com

UMPQUA HOLDINGS REPORTS 13% INCREASE IN NET INCOME

PORTLAND, Ore. - July 21, 2005 - Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Strand, Atkinson, Williams & York, Inc., today announced second quarter 2005 net income of $16.0 million, or $0.36 per diluted share, compared to $9.1 million, or $0.32 per diluted share, for the second quarter of 2004. These results reflect earnings per share growth of 13% compared to the same period a year ago.

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. Excluding merger related expenses, the Company reports second quarter 2005 operating earnings of $16.1 million, or $0.36 per diluted share, compared to $9.5 million, or $0.33 per diluted share for the second quarter of 2004, an increase of 9% on a per share basis.

Umpqua Bank's net interest margin increased to 5.05% for the second quarter of 2005, compared to 4.74% for the same quarter one year ago, principally resulting from recent increases in short-term market interest rates.

During the second quarter of 2005, the Company recorded a $2.1 million impairment to the value of our mortgage servicing right portfolio. This impairment resulted from a decline in mortgage interest rates, and is included as a charge in mortgage banking revenue on the Company's consolidated statement of income. Excluding mortgage servicing right impairments, mortgage banking revenue was $2.3 million for the second quarter of 2005, compared to $1.5 million for the same quarter one year ago, and $1.6 million for the first quarter of 2005. Offsetting the impairment in the second quarter of 2005 were $1.4 million in gains on the sale of securities, and $0.6 million in gain on the sale of our remaining credit card portfolio which is reflected in other non-interest income.

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Umpqua Bank, Umpqua Holdings' largest subsidiary, reported an efficiency ratio before merger-related expenses of 52.7% for the second quarter of 2005, compared to 55.1% for the same quarter one year ago, and 53.6% for the first quarter of 2005.

Total consolidated assets of Umpqua Holdings as of June 30, 2005 were $5.04 billion, compared to $4.98 billion as of March 31, 2005. Total gross loans and deposits were $3.61 billion and $3.97 billion, respectively, as of June 30, 2005, compared to $3.53 billion and $3.95 billion, respectively, as of March 31, 2005.

Strong loan growth resulted in loans increasing $79.9 million during the second quarter of 2005. Deposits increased $19.3 million during the same period. For the year to date, annualized organic growth rates for loans and deposits were 8% and 9%, respectively. Organic growth is defined as growth excluding the increase related to acquisitions on the Company's balance sheet, with all growth subsequent to the acquisition date included as organic.

"This was another strong quarter for the Company with our core business fundamentals as solid as ever," said Ray Davis, president and chief executive officer of Umpqua Holdings Corporation.

As previously announced, the Company completed the sale of its merchant card processing portfolio during the fourth quarter of 2004. In accordance with generally accepted accounting principles, the financial results related to the merchant card processing operations, including the gain on sale, have been classified as a discontinued operation.

As of June 30, 2005 total shareholders equity was $714.7 million, and tangible book value per share was $6.92.

About Umpqua Holdings Corporation

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 93 locations between Sacramento, Calif. and Bellevue, Wash., along the Oregon and Northern California Coast and in Central Oregon. In 2004, Umpqua Bank launched the Connect Volunteer Network, an innovative, paid volunteer program focused on youth and education. Bank associates volunteered at more than 100 organizations in the program's first year. Umpqua Holdings also owns retail brokerage subsidiary Strand, Atkinson, Williams & York, Inc., which has locations in Umpqua Bank stores and in dedicated offices throughout Oregon and Southwest Washington. 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.

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Umpqua Holdings Corporation will conduct a quarterly earnings conference call Thursday, July 21, 2005, at 10:00 a.m. PDT where management will discuss operating results for the second quarter of 2005. 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 866-431-7903, or by visiting that website.

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Umpqua Holdings Corporation Consolidated Statements of Income  (Unaudited)
		Quarter Ended:
Dollars in thousands, except per share data		June 30, 2005		March 31, 2005		June 30, 2004
Interest income
Loans and leases		$60,220		$56,936		$32,791
Investments taxable		6,252		6,549		5,324
Investments tax exempt		699		713		396
Temporary investments		454		233		44
Other interest and dividends		38		43		91
Total interest income		67,663		64,474		38,646
Interest expense
Deposits		13,485		11,324		5,785
Repurchase agreements and
fed funds purchased		407		501		184
Trust preferred securities		2,550		2,394		1,120
Other borrowings		139		405		467
Total interest expense		16,581		14,624		7,556
Net interest income		51,082		49,850		31,090
Provision for loan losses		1,400		1,000		1,100
Non-interest income
Service charges		5,426		4,822		3,273
Brokerage fees		2,879		3,129		3,014
Mortgage banking revenue		228		1,350		2,399
Gain on sale of securities		1,398		--		6
Other income		1,993		1,301		514
Total non-interest income		11,924		10,602		9,206
Non-interest expense
Salaries and benefits		20,361		20,279		13,753
Occupancy and equipment		6,109		6,133		4,153
Other		9,790		8,922		6,551
Merger related expenses		161		101		549
Total non-interest expense		36,421		35,435		25,006

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Income before income taxes and discontinued
operations		25,185		24,017		14,190
Provision for income tax		9,179		8,998		5,180
Income from continuing operations		16,006		15,019		9,010
Income from discontinued operation, net of tax		--		--		121
Net income		$16,006		$15,019		$9,131
Weighted average shares outstanding		44,436,323		44,330,626		28,339,080
Weighted average diluted shares outstanding		44,988,322		44,962,502		28,664,279
Earnings per share - Basic:
Continuing operations		$0.36		$0.34		$0.32
Discontinued operations		$0.00		$0.00		$0.00
Net income		$0.36		$0.34		$0.32
Earnings per share - Diluted:
Continuing operations		$0.36		$0.33		$0.31
Discontinued operations		$0.00		$0.00		$0.01
Net income		$0.36		$0.33		$0.32

 

Umpqua Holdings Corporation Consolidated Statements of Income (Unaudited)
		Six Months Ended:
Dollars in thousands, except per share data		June 30, 2005		June 30, 2004
Interest income
Loans and leases		$117,156		$64,655
Investments taxable		12,801		9,843
Investments tax exempt		1,412		809
Temporary investments		687		84
Other interest and dividends		81		162
Total interest income		132,137		75,553
Interest expense
Deposits		24,809		11,675
Repurchase agreements and
fed funds purchased		908		323
Trust preferred securities		4,944		2,243
Other borrowings		544		708
Total interest expense		31,205		14,949
Net interest income		100,932		60,604
Provision for loan losses		2,400		2,175
Non-interest income
Service charges		10,248		6,400
Brokerage fees		6,008		5,905
Mortgage banking revenue		1,578		4,048
Gain on sale of securities		1,398		6
Other income		3,294		1,059
Total non-interest income		22,526		17,418
Non-interest expense
Salaries and benefits		40,640		27,419
Occupancy and equipment		12,242		8,268

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Other		18,712		12,495
Merger related expenses		262		765
Total noninterest expense		71,856		48,947
Income before income taxes and discontinued operations		49,202		26,900
Provision for income tax		18,177		9,643
Income from continuing operations		31,025		17,257
Income from discontinued operations, net of tax		--		272
Net income		$31,025		$17,529
Weighted average shares outstanding		44,383,766		28,392,198
Weighted average diluted shares outstanding		44,972,170		28,734,859
Earnings per share - Basic:
Continuing operations		$0.70		$0.61
Discontinued operations		$0.00		$0.01
Net income		$0.70		$0.62
Earnings per share - Diluted:
Continuing operations		$0.69		$0.60
Discontinued operations		$0.00		$0.01
Net income		$0.69		$0.61

Umpqua Holdings Corporation Consolidated Balance Sheets (Unaudited)
Dollars in thousands, except per share data		June 30, 2005		March 31, 2005		June 30, 2004
Assets:
Cash and cash equivalents		$200,748		$203,501		$110,804
Trading account securities		1,403		1,350		1,089
Investments available for sale		571,895		639,706		559,013
Investments held to maturity		11,735		11,793		13,908
Loans held for sale		20,301		12,398		37,866
Loans and leases		3,612,004		3,532,061		2,152,417
Less: Allowance for loan losses		(44,510)		(45,360)		(27,319)
Loans and leases, net		3,567,494		3,486,701		2,125,098
Federal Home Loan Bank stock		14,298		14,220		10,368
Premises and equipment, net		88,321		87,073		68,526
Other real estate owned		213		213		724
Mortgage servicing rights, net		9,268		11,081		11,391
Goodwill and other intangibles		407,072		407,788		159,575
Other assets		145,867		105,830		54,929
Total assets		$5,038,615		$4,981,654		$3,153,291
Liabilities:
Deposits		$3,972,920		$3,953,670		$2,479,115

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Securities sold under agreements
to repurchase and fed funds purchased		127,449		55,712		77,615
Borrowings		13,296		63,373		145,618
Notes payable for Trust preferred
securities		165,970		166,134		97,941
Other liabilities		44,243		45,818		30,963
Total liabilities		4,323,878		4,284,707		2,831,252
Shareholders' equity:
Common stock		563,582		563,319		226,774
Retained earnings		153,794		140,462		103,754
Accumulated other comprehensive
Income (loss)		(2,639)		(6,834)		(8,489)
Total shareholders' equity		714,737		696,947		322,039
Total liabilities and shareholders' equity		$5,038,615		$4,981,654		$3,153,291
Common shares outstanding at period end		44,453,407		44,434,655		28,219,677
Book value per share		$16.08		$15.68		$11.41
Tangible book value per share		$6.92		$6.51		$5.76
Tangible equity		$307,665		$289,159		$162,464

Umpqua Holdings Corporation Loan Portfolio (Unaudited)
Dollars in thousands		June 30, 2005		March 31, 2005		June 30, 2004
Loans and leases by purpose:
Commercial real estate		$1,975,218		$1,897,234		$1,209,975
Residential real estate		217,245		219,951		105,003
Construction		503,599		486,277		196,577
Total real estate		2,696,062		2,603,462		1,511,555
Commercial		837,702		842,999		592,718
Leases		16,887		17,423		9,439
Consumer		59,571		66,916		35,904
Other		1,782		1,261		2,801
Total loans and leases		$3,612,004		$3,532,061		$2,152,417
		Quarter Ended		Quarter Ended		Quarter Ended
Dollars in thousands		June 30, 2005		March 31, 2005		June 30, 2004
Allowance for credit losses
Balance beginning of period		$45,360		$44,229		$26,287
Provision for credit losses		1,400		1,000		1,100
Charge-offs		(3,239)		(612)		(415)

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Less: recoveries		989		743		347
Net recoveries (charge-offs)		(2,250)		131		(68)
Total Allowance for loan losses		44,510		45,360		27,319
Reserve for unfunded commitments		1,354		1,368		--
Total Allowance for credit losses		$45,864		$46,728		$27,319
Net charge-offs (recoveries) to average
loans and leases (annualized)		0.25%		(0.02)%		0.01%
Recoveries to gross charge-offs		31%		121%		84%
Allowance for credit losses to
loans and leases		1.27%		1.32%		1.27%
Allowance for credit losses to
nonperforming loans and leases		223%		197%		221%
Nonperforming loans and leases
To total loans and leases		0.57%		0.67%		0.57%
Nonperforming assets
Nonperforming loans and leases		$20,606		$23,660		$12,352
Real estate owned		213		213		724
Total nonperforming assets		$20,819		$23,873		$13,076

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Umpqua Holdings Corporation Loan Portfolio (Unaudited)
					Six Months Ended				Six Months Ended
	Dollars in thousands				June 30, 2005				June 30, 2004
Allowance for credit losses
Balance beginning of period							$44,229				$25,352
Provision for credit losses							2,400				2,175
Charge-offs							(3,851)				(862)
Less: recoveries							1,732				654
Net charge-offs							(2,119)				(208)
Total Allowance for loan loss							44,510				27,319
Reserve for unfunded commitments							1,354				--
Total Allowance for credit loss							$45,864				$27,319
Net charge-offs to average
loans and leases (annualized)							0.12%				0.02%
Recoveries to gross charge-offs							45%				76%

Deposits by Type    (Unaudited)
		June 30, 2005				March 31, 2005				June 30, 2004
Dollars in thousands		Amount		Mix		Amount		Mix		Amount		Mix
Demand, non interest bearing		$977,160		24.6%		$962,912		24.4%		$624,391		25.2%
Demand, interest bearing		1,562,189		39.3%		1,563,394		39.5%		1,132,087		45.7%
Savings		445,319		11.2%		451,733		11.4%		150,436		6.1%
Time		988,252		24.9%		975,631		24.7%		572,201		23.1%
Total Deposits		$3,972,920		100.0%		$3,953,670		100.0%		$2,479,115		100.0%

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Umpqua Holdings Corporation  Selected Ratios (Unaudited)
				Quarter Ended:
		June 30, 2005		March 31, 2005		June 30, 2004
Net Interest Spread:
Yield on loans and leases		6.76%		6.62%		6.12%
Yield on taxable investments		4.27%		4.22%		3.95%
Yield on tax-exempt investments (1)		6.59%		6.47%		6.77%
Yield on temporary investments		2.76%		2.48%		0.92%
Total yield on earning assets		6.36%		6.24%		5.68%
Cost of interest bearing deposits		1.80%		1.57%		1.25%
Cost of securities sold under agreements
to repurchase and fed funds purchased		2.26%		2.32%		0.85%
Cost of borrowings		2.06%		1.99%		1.91%
Cost of trust preferred		6.16%		5.84%		4.60%
Total cost of interest bearing liabilities		2.03%		1.82%		1.42%
Net interest spread		4.33%		4.42%		4.26%
Net interest margin		4.81%		4.83%		4.57%
Before Merger Related Expenses: (2)
Return on average assets		1.30%		1.25%		1.23%
Return on average tangible assets		1.41%		1.36%		1.29%
Return on average equity		9.17%		8.82%		11.65%
Return on average tangible equity		21.74%		21.43%		22.76%
After Merger Related Expenses: (2)
Return on average assets		1.29%		1.24%		1.18%
Return on average tangible assets		1.40%		1.35%		1.25%
Return on average equity		9.11%		8.78%		11.23%
Return on average tangible equity		21.61%		21.34%		21.93%
Bank Only Ratios:
Umpqua Bank efficiency ratio before merger
expenses (2)		52.71%		53.62%		55.11%
Umpqua Bank net interest margin		5.05%		5.06%		4.74%

(1)	Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.
(2)	Includes the impact of the gain on sale of, and income from, discontinued operations recognized in 2004.

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Umpqua Holdings Corporation  Selected Ratios (Unaudited)
		Six Months Ended:
		June 30, 2005		June 30, 2004
Net Interest Spread:
Yield on loans and leases		6.69%		6.17%
Yield on taxable investments		4.25%		3.91%
Yield on tax-exempt investments (1)		6.53%		6.69%
Yield on temporary investments		2.66%		0.93%
Total yield on earning assets		6.30%		5.73%
Cost of interest bearing deposits		1.69%		1.28%
Cost of securities sold under
agreements to repurchase and fed funds purchased		2.30%		0.91%
Cost of borrowings		2.01%		1.86%
Cost of trust preferred		6.00%		4.61%
Total cost of interest bearing liabilities		1.92%		1.44%
Net interest spread		4.38%		4.29%
Net interest margin		4.82%		4.60%
Before Merger Related Expenses: (2)
Return on average assets		1.27%		1.20%
Return on average tangible assets		1.39%		1.26%
Return on average equity		9.00%		11.12%
Return on average tangible equity		21.59%		21.81%
After Merger Related Expenses: (2)
Return on average assets		1.27%		1.17%
Return on average tangible assets		1.38%		1.23%
Return on average equity		8.95%		10.83%
Return on average tangible equity		21.48%		21.23%
Bank Only Ratios:
Umpqua Bank efficiency ratio before merger expenses (2)		53.15%		56.59%
Umpqua Bank net interest margin		5.05%		4.77%

 

(1)	Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.
(2)	Includes the impact of the gain on sale of, and income from, discontinued operations.

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Umpqua Holdings Corporation Mortgage Banking Statistical Analysis (unaudited)
				Quarter ended:
		June 30, 2005		March 31, 2005		June 30, 2004
Dollars in thousands
Mortgage Servicing Rights (MSR):
Mortgage loans serviced for others		$1,026,088		$1,052,910		$1,119,351
MSR Asset (gross)		$12,455		$12,157		$11,832
Less: Valuation reserve		(3,187)		(1,076)		(441)
MSR Asset (net of reserve)		$9,268		$11,081		$11,391
MSR as % of serviced portfolio		0.90%		1.05%		1.02%
Mortgage Banking Revenue:
Origination and sale		$2,156		$1,397		$1,903
Servicing		183		237		(370)
MSR valuation reserve change		(2,111)		(284)		866
Total Mortgage Banking Revenue		$228		$1,350		$2,399
Diluted earnings per share
contribution (loss) of Mortgage
Group		$(0.02)		$0.00		$0.02
		Year ended:
		June 30, 2005		June 30, 2004
Dollars in thousands
Mortgage Banking Revenue:
Origination and sale		$3,553		$3,176
Servicing		420		(594)
MSR valuation reserve change		(2,395)		1,466
Total Mortgage Banking Revenue		$1,578		$4,048
Diluted earnings per share
contribution (loss) of Mortgage
Group		$(0.02)		$0.03

# # #

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EXHIBIT 99.2

UMPQUA HOLDINGS CORPORATION
Statistical Supplement
(in thousands, except share data and ratios: unaudited)
		2nd Qtr						1st Qtr				4th Qtr				3rd Qtr					2nd Qtr				1st Qtr				4th Qtr				3rd Qtr				2nd Qtr				1st Qtr								Years Ended December 31,
		2005						2005				2004				2004					2004				2004				2003				2003				2003				2003		YTD 6/2005						2004				2003				2002
Income Statement Data
Interest income		$		67,667		$		64,474		$		63,240		$		59,265			$		38,646		$		36,907		$		36,608		$		35,927		$		34,281		$		35,317		$		132,141		$		198,058		$		142,132		$		100,325
Interest expense				16,582				14,624				13,566				11,856					7,557				7,392				6,804				6,839				7,480				7,738				31,206				40,371				28,860				23,797
Net interest income				51,085				49,850				49,674				47,409					31,089				29,515				29,804				29,088				26,801				27,579				100,935				157,687				113,272				76,528
Provision for credit losses				1,400				1,000				3,667				1,479					1,100				1,075				1,075				1,050				950				1,475				2,400				7,321				4,550				3,888
Net interest income after provision for credit losses				49,685				48,850				46,007				45,930					29,989				28,440				28,729				28,038				25,851				26,104				98,535				150,367				108,722				72,640
Service fees				5,426				4,822				5,434				5,570					3,273				3,127				3,188				3,256				3,198				2,914				10,248				17,404				12,556				8,640
Brokerage fees & commissions				2,879				3,129				3,188				2,736					3,014				2,891				2,554				2,635				2,370				1,939				6,008				11,829				9,498				9,012
Mortgage banking revenue, net				228				1,350				1,665				1,942					2,399				1,649				1,200				3,160				2,834				4,279				1,578				7,655				11,473				9,073
Gain (loss) on sale of securities				1,398				-				-				13					6				-				2				10				2,136				7				1,398				19				2,155				(497)
Other income (4)				1,991				1,301				7,930				1,412					716				793				760				455				1,100				1,045				3,292				10,851				3,361				2,113
Total noninterest income				11,922				10,602				18,217				11,673					9,408				8,460				7,704				9,516				11,638				10,184				22,524				47,758				39,043				28,341
Salaries and employee benefits				20,362				20,279				20,248				19,685					13,753				13,665				13,583				13,438				13,171				12,899				40,641				67,351				53,090				37,117
Premises and equipment				6,109				6,133				5,809				5,688					4,153				4,115				3,770				3,534				3,947				3,582				12,242				19,765				14,834				9,596
Other non interest expense				9,790				8,922				9,820				10,150					6,550				5,946				6,077				6,332				6,760				6,093				18,712				32,466				25,263				17,249
Total noninterest expense				36,261				35,334				35,877				35,523					24,456				23,726				23,430				23,304				23,878				22,574				71,595				119,582				93,187				63,962
Income before income tax & merger expense				25,346				24,118				28,347				22,080					14,941				13,174				13,003				14,250				13,611				13,714				49,464				78,542				54,578				37,020
Provision for income taxes				9,243				9,038				10,383				7,301					5,464				4,645				4,412				4,983				4,807				4,925				18,281				27,793				19,127				13,332
Net income before merger expenses		$		16,103		$		15,080		$		17,964		$		14,779			$		9,477		$		8,529		$		8,591		$		9,267		$		8,804		$		8,789		$		31,183		$		50,749		$		35,451		$		23,689
Merger expenses net of tax benefit				97				61				1,695				1,411					346				131				-				251				672				409				158				3,583				1,332				1,721
Net income		$		16,006		$		15,019		$		16,269		$		13,368			$		9,131		$		8,398		$		8,591		$		9,016		$		8,132		$		8,380		$		31,025		$		47,166		$		34,119		$		21,968
Share Data(1)
Before Merger Expenses:
Basic earnings per common share		$		0.36		$		0.34		$		0.41		$		0.35			$		0.33		$		0.30		$		0.30		$		0.33		$		0.31		$		0.31		$		0.70		$		1.42		$		1.25		$		1.13
Diluted earnings per common share		$		0.36		$		0.34		$		0.40		$		0.34			$		0.33		$		0.30		$		0.30		$		0.32		$		0.31		$		0.31		$		0.69		$		1.40		$		1.24		$		1.11
After Merger Expenses:
Basic earnings per common share		$		0.36		$		0.34		$		0.37		$		0.32			$		0.32		$		0.30		$		0.30		$		0.32		$		0.29		$		0.30		$		0.70		$		1.32		$		1.21		$		1.04
Diluted earnings per common share		$		0.36		$		0.33		$		0.36		$		0.31			$		0.32		$		0.29		$		0.30		$		0.31		$		0.28		$		0.29		$		0.69		$		1.30		$		1.19		$		1.03
Tangible book value per common share		$		6.92		$		6.51		$		6.31		$		5.97			$		5.76		$		5.99		$		5.61		$		5.36		$		5.10		$		4.86		$		6.92		$		6.31		$		5.61		$		4.55
Book value per common share		$		16.08		$		15.68		$		15.55		$		15.28			$		11.41		$		11.59		$		11.23		$		11.00		$		10.77		$		10.57		$		16.08		$		15.55		$		11.23		$		10.30
Cash dividends per common share		$		0.06		$		0.06		$		0.06		$		0.06			$		0.06		$		0.04		$		0.04		$		0.04		$		0.04		$		0.04		$		0.12		$		0.22		$		0.16		$		0.16
Ratio of dividends declared to net income				16.71%				17.77%				16.30%				19.74%					18.54%				13.57%				13.23%				12.59%				13.92%				13.50%				17.22%				17.22%				13.29%				16.09%
Shares outstanding		44,453,407						44,434,655				44,211,075		43,979,674							28,219,677				28,489,267				28,411,816				28,365,814				28,331,279				28,234,620		44,453,407						44,211,075				28,411,816				27,980,591
Basic weighted average shares of common stock outstanding		44,436,323						44,330,626				44,121,546		42,149,082							28,339,080				28,445,316				28,389,064				28,343,696				28,283,843				28,157,475		44,383,766						35,804,038				28,294,291				21,054,351
Common stock equivalents		551,999						631,877				749,393				740,631					325,199				373,883				413,101				359,195				384,083				412,669				588,404				541,405				371,779				251,686
Fully diluted weighted average shares of common stock outstanding		44,988,322						44,962,503				44,870,939		42,889,713							28,664,279				28,819,200				28,802,165				28,702,891				28,667,926				28,570,144		44,972,170						36,345,443				28,666,070				21,306,037
Net Income Before Merger Expense - Diluted Earnings Per Share Contribution
Core company (excluding mortgage group and gain (loss) on sale of securities)		$		0.36		$		0.34		$		0.32		$		0.33			$		0.31		$		0.28		$		0.30		$		0.26		$		0.22		$		0.25		$		0.69		$		1.26		$		1.06		$		0.93
Mortgage group		$		(0.02)		$		-		$		-		$		0.01			$		0.02		$		0.01		$		(0.01)		$		0.05		$		0.03		$		0.05		$		(0.02)		$		0.04		$		0.11		$		0.17
Gain (loss) on sale of securities		$		0.02		$		-		$		-		$		0.00			$		0.00		$		-		$		0.00		$		0.00		$		0.05		$		0.00		$		0.02		$		0.00		$		0.05		$		(0.01)
Gain on sale of discontinued operation		$		-		$		-		$		0.08		$		-			$		-		$		-		$		-		$		-		$		-		$		-		$		-		$		0.09		$		-		$		-
Income from discontinued operation		$		-		$		-		$		0.00		$		0.00			$		0.00		$		0.01		$		0.01		$		0.01		$		0.01		$		0.01		$		-		$		0.01		$		0.02		$		0.02
Net income before merger expense per diluted share		$		0.36		$		0.34		$		0.40		$		0.34			$		0.33		$		0.30		$		0.30		$		0.32		$		0.31		$		0.31		$		0.69		$		1.40		$		1.24		$		1.11
Balance Sheet Data (at period end)
Investment securities		$ 585,033				$		652,849		$		689,368		$		752,417			$		574,009		$		518,496		$		517,781		$		422,973		$		370,878		$		374,000		$		585,033		$		689,368		$		517,781		$		349,615
Loans & leases, gross (excl held-for-sale)		3,612,004						3,532,061				3,467,904		3,323,137							2,152,417				2,073,875				2,003,587				1,935,482				1,877,238				1,823,311		3,612,004						3,467,904				2,003,587				1,778,315
Less: Allowance for credit losses				44,510				45,360				44,229				43,374					27,319				26,287				25,352				25,312				25,316				24,538				44,510				44,229				25,352				24,731
Loans & leases, net (excl held-for-sale)		3,567,494						3,486,701				3,423,675		3,279,763							2,125,098				2,047,588				1,978,235				1,910,170				1,851,922				1,798,773		3,567,494						3,423,675				1,978,235				1,753,584
Intangible assets		407,072						407,788				408,460				409,516					159,575				159,661				159,585				160,012				160,547				161,181				407,072				408,460				159,585				160,967
Total assets		5,038,615						4,981,654				4,873,035		4,944,340							3,153,291				2,997,782				2,963,815				2,811,195				2,747,057				2,645,915		5,038,615						4,873,035				2,963,815				2,555,964
Total deposits		3,972,920						3,953,670				3,799,107		3,919,271							2,479,115				2,428,926				2,378,192				2,263,211				2,282,909				2,178,769		3,972,920						3,799,107				2,378,192				2,103,790
Total shareholders' equity		714,737						696,947				687,613				671,977					322,039				330,237				318,969				311,987				305,104				298,469				714,737				687,613				318,969				288,159
Balance Sheet Data (averages)
Loans & leases, gross (excl held-for-sale)		$ 3,555,336				$		3,475,172		$		3,388,503		$ 3,158,363					$		2,125,031		$		2,033,357		$		1,945,568		$		1,900,862		$		1,827,360		$		1,796,875		$ 3,515,475				$		2,679,576		$		1,868,165		$		1,134,832
Loans held for sale				15,463				13,735				22,831				29,915					29,245				25,100				39,868				72,831				40,678				34,298				14,604				26,770				47,005				22,592
Earning assets		4,286,972						4,215,935				4,205,698		4,015,604							2,751,467				2,581,349				2,499,933				2,412,628				2,296,639				2,223,745		4,251,650						3,392,475				2,359,142				1,449,250
Total assets		4,980,367						4,908,401				4,918,386		4,693,725							3,106,392				2,941,964				2,863,045				2,759,590				2,636,203				2,579,051		4,944,583						3,919,985				2,710,388				1,614,775
Non interest bearing demand deposits		949,610						894,916				935,648				875,741					607,543				571,131				585,655				583,422				531,779				473,501				922,414				748,380				544,006				309,502
Interest bearing deposits		3,008,406						2,927,914				2,920,903		2,761,381							1,861,619				1,813,598				1,737,365				1,658,570				1,644,151				1,631,155		2,968,383						2,342,117				1,688,076				1,054,922
Interest bearing liabilities		3,273,642						3,264,258				3,255,602		3,143,938							2,145,309				2,021,049				1,937,556				1,843,889				1,772,521				1,760,894		3,268,976						2,644,525				1,829,240				1,124,753
Total shareholders' equity		704,466						693,551				679,387				628,667					327,064				324,191				314,184				305,751				301,314				292,767				699,039				490,724				303,569				161,774

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UMPQUA HOLDINGS CORPORATION
Statistical Supplement
(in thousands, except share data and ratios: unaudited)
				2nd Qtr		1st Qtr		4th Qtr		3rd Qtr		2nd Qtr		1st Qtr		4th Qtr				3rd Qtr				2nd Qtr				1st Qtr		YTD				Years Ended December 31,
				2005		2005		2004		2004		2004		2004		2003				2003				2003				2003		6/2005				2004		2003		2002
Other Financial Data
Total loan charge-offs				$  3,239		$  612		$ 3,443		$ 2,124		$  415		$  447		$ 1,591				$ 2,045				$  466				$ 1,975		$ 3,851				$ 6,429		$6,077		$2,792
Total loan recoveries				989		743		631		659		347		307		556				991				294				307		1,732				1,944		2,148		558
Net loan charge-offs (recoveries)				2,250		(131)		2,812		1,465		68		140		1,035				1,054				172				1,668		2,119				4,485		3,929		2,234
Loans 90 days past due and still accruing				1,148		2,240		737		497		704		1,246		927				533				1,112				963		1,148				737		927		3,243
Non-accrual loans				19,458		21,420		21,836		27,299		11,648		10,554		10,498				12,861				20,767				16,853		19,458				21,836		10,498		15,152
Total nonperforming loans				20,606		23,660		22,573		27,796		12,352		11,800		11,425				13,394				21,879				17,816		20,606				22,573		11,425		18,395
Other real estate owned				213		213		979		641		724		1,711		2,529				2,452				2,504				3,430		213				979		2,529		2,209
Nonperforming assets				20,819		23,873		23,552		28,437		13,076		13,511		13,954				15,846				24,383				21,246		20,819				23,552		13,954		20,604
Selected Ratios
Net Income Before Merger Expenses:
Return on average total assets (annualized)				1.30%		1.25%		1.45%		1.25%		1.23%		1.17%		1.19%				1.33%				1.34%				1.38%		1.27%				1.29%		1.31%		1.47%
Return on average tangible assets (annualized)				1.41%		1.36%		1.58%		1.36%		1.29%		1.23%		1.28%				1.43%				1.43%				1.46%		1.39%				1.39%		1.39%		1.51%
Return on average total shareholders' equity (annualized)				9.17%		8.82%		10.52%		9.35%		11.65%		10.58%		10.85%				12.02%				11.72%				12.17%		9.00%				10.34%		11.68%		14.64%
Return on average tangible shareholders' equity (annualized)				21.74%		21.43%		26.46%		24.11%		22.76%		20.84%		22.10%				25.31%				25.19%				27.04%		21.59%				23.97%		24.80%		19.76%
Efficiency ratio (3) - Umpqua Bank only				52.71%		53.62%		48.40%		55.43%		55.11%		58.16%		56.89%				55.94%				57.51%				54.98%		53.15%				53.51%		56.32%		55.58%
Efficiency ratio (3)				57.24%		58.11%		52.55%		59.74%		60.09%		62.14%		62.10%				59.98%				61.55%				59.16%		57.67%				57.88%		60.70%		60.15%
Non interest revenue to Total revenue (TE)				18.82%		17.44%		26.68%		19.63%		23.12%		22.16%		20.42%				24.49%				30.00%				26.69%		18.14%				23.11%		25.43%		26.65%
Effective tax rate				36.47%		37.47%		36.63%		33.07%		36.57%		35.26%		33.93%				34.97%				35.32%				35.91%		36.96%				35.39%		35.05%		36.01%
Net Income After Merger Expenses:
Return on average total assets (annualized)				1.29%		1.24%		1.32%		1.13%		1.18%		1.15%		1.19%				1.30%				1.24%				1.32%		1.27%				1.20%		1.26%		1.36%
Return on average tangible assets (annualized)				1.40%		1.35%		1.44%		1.23%		1.25%		1.21%		1.28%				1.40%				1.32%				1.39%		1.38%				1.30%		1.34%		1.40%
Return on average total shareholders' equity (annualized)				9.11%		8.78%		9.53%		8.46%		11.23%		10.42%		10.85%				11.70%				10.83%				11.61%		8.95%				9.61%		11.24%		13.58%
Return on average tangible shareholders' equity (annualized)				21.61%		21.34%		23.96%		21.81%		21.93%		20.52%		22.10%				24.63%				23.27%				25.78%		21.48%				22.27%		23.87%		18.33%
Average yield on earning assets (2) (annualized)				6.36%		6.24%		6.02%		5.91%		5.68%		5.78%		5.85%				5.95%				6.05%				6.51%		6.30%				5.87%		6.08%		7.02%
Interest expense to interest bearing liabilities(2)(annualized)				2.03%		1.82%		1.66%		1.50%		1.42%		1.47%		1.39%				1.47%				1.69%				1.78%		1.92%				1.53%		1.58%		2.12%
Net interest spread (2)				4.33%		4.42%		4.36%		4.41%		4.26%		4.31%		4.45%				4.48%				4.36%				4.73%		4.38%				4.34%		4.50%		4.91%
Interest expense to earning assets (annualized)				1.55%		1.41%		1.28%		1.17%		1.10%		1.15%		1.08%				1.12%				1.31%				1.41%		1.48%				1.19%		1.22%		1.64%
Net interest margin (2) (annualized)				4.81%		4.83%		4.74%		4.73%		4.57%		4.63%		4.77%				4.82%				4.74%				5.10%		4.82%				4.68%		4.85%		5.38%
Net interest margin (2) (annualized) - Umpqua Bank only				5.05%		5.06%		4.96%		4.93%		4.74%		4.80%		4.91%				4.98%				4.90%				5.27%		5.05%				4.88%		5.01%		5.44%
Asset Quality Ratios
Allowance for credit losses to ending total loans and leases				1.27%		1.32%		1.31%		1.34%		1.27%		1.27%		1.27%				1.31%				1.35%				1.35%		1.27%				1.31%		1.27%		1.39%
Nonperforming loans to ending total loans and leases				0.57%		0.67%		0.65%		0.84%		0.57%		0.57%		0.57%				0.69%				1.17%				0.98%		0.57%				0.65%		0.57%		1.03%
Nonperforming assets to ending total assets				0.41%		0.48%		0.48%		0.58%		0.41%		0.45%		0.47%				0.56%				0.89%				0.80%		0.41%				0.48%		0.47%		0.81%
Net loan charge-offs (recoveries) to avg loans and leases (annualized)				0.25%		-0.02%		0.33%		0.18%		0.01%		0.03%		0.21%				0.22%				0.04%				0.38%		0.12%				0.17%		0.21%		0.20%
Capital Ratio
Average shareholders' equity to average assets				14.14%		14.13%		13.81%		13.39%		10.53%		11.02%		10.97%				11.08%				11.43%				11.35%		14.14%				12.52%		11.20%		10.02%
Year to Date Growth
Loans & leases, gross (excl held-for-sale)				4.16%		1.85%		73.08%		65.86%		7.43%		3.51%		12.67%				8.84%				5.56%				2.53%		4.16%				73.08%		12.67%		75.01%
Deposits				4.58%		4.07%		59.75%		64.80%		4.24%		2.13%		13.04%				7.58%				8.51%				3.56%		4.58%				59.75%		13.04%		74.60%
Total assets				3.40%		2.23%		64.42%		66.82%		6.39%		1.15%		15.96%				9.99%				7.48%				3.52%		3.40%				64.42%		15.96%		78.90%
Mortgage Banking Revenue
Gain (loss) on origination and sale				2,156		1,397		1,447		2,065		1,903		1,273		1,208				2,424				4,867				4,985		3,553				6,688		13,484		10,834
Servicing income before accelerated amortization				684		683		693		703		314		307		299				318				323				253		1,367				2,017		1,193		804
Accelerated servicing right amortization				(501)		(446)		(443)		(507)		(684)		(531)		(527)				(1,222)				(1,056)				(709)		(947)				(2,165)		(3,514)		(1,342)
Sub total before mortgage servicing right (MSR) valuation change				2,339		1,634		1,697		2,261		1,533		1,049		980				1,520				4,134				4,529		3,973				6,540		11,163		10,296
MSR valuation change				(2,111)		(284)		(32)		(319)		866		600		220				1,640				(1,700)				(250)		(2,395)				1,115		(90)		(1,221)
Total Mortgage Banking Revenue				228		1,350		1,665		1,942		2,399		1,649		1,200				3,160				2,434				4,279		1,578				7,655		11,073		9,075
Mortgage Servicing Right Asset
Gross Mortgage Servicing Right Asset				12,455		12,157		11,946		11,900		11,832		12,266		12,515				12,859				13,041				12,646		12,455				11,946		12,515		11,533
less: valuation reserve				(3,187)		(1,076)		(792)		(760)		(441)		(1,307)		(1,907)				(2,127)				(3,767)				(2,467)		(3,187)				(792)		(1,907)		(2,217)
Net Mortgage Servicing Right Asset				9,268		11,081		11,154		11,140		11,391		10,959		10,608				10,732				9,274				10,179		9,268				11,154		10,608		9,316
Net Mortgage Servicing Right Asset as % of serviced loan portfolio				0.90%		1.05%		1.05%		1.02%		1.02%		0.95%		0.91%				0.91%				0.77%				0.90%		0.90%				1.05%		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.
(3)		Efficiency ratio is noninterest expense divided by the sum of net interest income (tax equivalent basis) plus noninterest income.
(4)		The gain on sale of, and income from, the merchant bankcard operation, which is disclosed as a discontinued operation on the Company's financial statements, is included in other non-interest income above.

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