• Umpqua Holdings Corporation
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  • Umpqua Holdings Reports Second Quarter 2013 Results
    Company Release - 07/17/2013 16:05

    Operating earnings (1) of $0.24 per diluted share, representing a 9% increase over the prior quarter and a 14% increase over the same period prior year

    Non-covered loans and leases grew 2% on a sequential quarter basis

    Non-covered, non-performing assets decreased 15% from the prior quarter, to 0.60% of total assets

    Mortgage banking revenue of $24.3 million

    PORTLAND, Ore.--(BUSINESS WIRE)-- Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Umpqua Investments Inc., today announced second quarter 2013 net earnings available to common shareholders of $26.1 million, or $0.23 per diluted common share, compared to net earnings available to common shareholders of $23.2 million, or $0.21 per diluted common share for the first quarter of 2013, and $23.1 million, or $0.21 per diluted common share, for the same period in the prior year. For the six months ended June 30, 2013, the Company reported net earnings available to common shareholders of $49.2 million, or $0.44 per diluted common share, compared to net earnings available to common shareholders of $48.5 million, or $0.43 per diluted common share for the same period of the prior year.

    Operating earnings, defined as earnings available to common shareholders before gains or losses on junior subordinated debentures carried at fair value, net of tax; bargain purchase gains on acquisitions, net of tax; merger related expenses, net of tax; and goodwill impairment, were $26.9 million, or $0.24 per diluted common share for the second quarter of 2013, compared to operating earnings of $24.4 million, or $0.22 per diluted common share for the first quarter of 2013, and $23.5 million, or $0.21 per diluted common share, for the same period in the prior year. For the six months ended June 30, 2013, the Company is reporting operating earnings of $51.3 million, or $0.46 per diluted common share, compared to operating earnings of $49.3 million, or $0.44 per diluted common share for the same period of the prior year.

    Significant financial statement items for the second quarter of 2013 include:

    • Non-covered loans and leases grew $123.9 million, or 2%, over the prior quarter;
    • Mortgage banking revenue of $24.3 million on closed loan volume of $599 million;
    • Adjusted net interest margin (1) of 3.57%, the sequential quarter decline in adjusted net interest margin resulted from the increase in interest bearing cash during the quarter to fund the purchase of Financial Pacific Holdings Corporation (“FinPac”) and to deleverage their liabilities;
    • Non-covered, non-performing assets continue to decline, down to 0.60% of total assets;
    • Provision for non-covered loan and lease losses of $3.0 million and non-covered net charge-offs of $1.8 million;
    • Cost of interest bearing deposits of 0.35% and cost of total interest bearing liabilities of 0.55%;
    • Tangible common equity ratio of 9.64%;
    • Total risk-based capital of 16.63%, and Tier 1 common to risk weighted asset ratio of 12.67%;
    • Increased the dividend to $0.15 per common share in the current quarter and $0.30 per common share year-to-date, representing a 68% payout ratio for the year-to-date period; and
    • Announced Umpqua Bank’s acquisition of FinPac which closed on July 1, 2013, with expected earnings accretion of at least 14% in the first full year.

    “It was another solid quarter for Umpqua, highlighted by strong earnings, increasing capital returns to shareholders, continued loan growth and the Financial Pacific Leasing acquisition,” said Ray Davis, president and CEO of Umpqua Holdings Corporation. “Looking to the near future, our conservative liquidity management strategy will enhance earnings through incremental funding of forecasted loan growth and Financial Pacific’s growth expectations.”

    (1) Operating earnings and adjusted net interest margin are considered “non-GAAP” financial measures. More information regarding these measurements and a reconciliation to the comparable GAAP measurements are provided under the heading Non-GAAP Financial Measures below. In previous earnings releases and periodic reports, we referred to adjusted net interest margin as core net interest margin.

    Balance sheet

    Total consolidated assets as of June 30, 2013 were $11.4 billion, compared to $11.5 billion on March 31, 2013 and $11.5 billion a year ago. Total gross loans and leases (covered and non-covered), and deposits, were $7.2 billion and $9.0 billion, respectively, as of June 30, 2013, as compared to $7.1 billion and $9.1 billion, respectively, as of March 31, 2013, and $6.7 billion and $9.1 billion, respectively, as of June 30, 2012.

    Total non-covered loans held for investment increased $123.9 million during the second quarter of 2013. This increase is principally due to commercial lines of credit production and utilization in the quarter. Excluding non-covered charge-offs of $4.6 million and sales of $32.4 million of government guaranteed loans, the non-covered loan portfolio increased $160.9 million in the current quarter. Covered loans declined $30.8 million during the second quarter of 2013. The covered loan portfolio will continue to decline over time as loan payments are received, covered loans are refinanced or modified out of loss sharing, or as we work out and resolve troubled credits.

    Total deposits decreased $115.3 million on a sequential quarter basis, and decreased $175.9 million from the same period of the prior year. The quarter over quarter period end decline in deposits results from timing differences on normal recurring deposit inflows and the transfer of balances to securities sold under agreement to repurchase products. The increase in securities sold under agreements to repurchase over the prior periods reflects outflows from deposit balances and results from the FDIC discontinuing banking institutions’ ability to collateralize uninsured non-public funds deposits, while various customers still require or prefer some form of collateralization based on their business requirements.

    Due to the significant amount of liquidity in the banking system and generally unattractive bond market conditions since the second half of 2009, the Company has been holding larger levels of interest bearing cash rather than investing all excess liquidity into the bond market. At June 30, 2013, the Company had $660 million of interest bearing cash earning 0.25%, the target Federal Funds Rate. The Company’s available for sale investment portfolio was $2.1 billion as of June 30, 2013, representing a 13% decrease from the prior quarter and a 26% decline from the same period of the prior year. During 2013 the Company has not reinvested investment cash flows back into the portfolio given the unattractive market prices and yields. The proceeds from the reduction in the investment portfolio resulted in the increased interest bearing cash position as of June 30, 2013. The Company plans to hold an increased interest bearing cash position relative to historical levels until the investment alternatives in the market improve from both a return and duration standpoint and to fund anticipated future non-covered loan production and acquisition activities.

    In conjunction with the July 1, 2013 completed acquisition of FinPac, the Company utilized approximately $367 million to complete the purchase and payoff their outstanding borrowing lines. The FinPac acquisition is expected to be approximately 35 basis points accretive to the net interest margin starting in the third quarter of 2013.

    Including secured off-balance sheet lines of credit, total available liquidity to the Company was $4.4 billion as of June 30, 2013, representing 39% of total assets and 49% of total deposits.

    Net interest margin

    The Company reported a net interest margin of 3.73% for the second quarter of 2013, as compared to 3.77% for the first quarter of 2013, and 4.06% for the second quarter of 2012. The decrease in net interest margin in the current quarter over the prior quarter resulted primarily from the decline in non-covered loan yields, an increase in interest bearing cash, the decrease in average investment balances and the decrease in average covered loan balances, partially offset by the increase in average non-covered loans outstanding, the increase in loan disposal gains from the covered loan portfolio, an increase in investment yields and a decline in average interest bearing liabilities.

    The decrease in net interest margin in the current quarter over the same period of the prior year was largely due to the factors noted above, including the decline in investment yields partially offset by the decline in the cost of interest bearing deposits.

    Loan disposal activities within the covered loan portfolio, either through loans being paid off in full or transferred to OREO, result in gains within covered loan interest income to the extent assets received in satisfaction of debt (such as cash or the net realizable value of OREO received) exceed the allocated carrying value of the loan disposed of from the pool. Loan disposal activities contributed $4.2 million of interest income in the second quarter of 2013, as compared to $3.2 million in the first quarter of 2013 and $2.9 million in the second quarter of 2012. While dispositions of covered loans positively impact net interest margin, we recognize a corresponding decrease to the change in FDIC indemnification asset at the incremental loss-sharing rate within non-interest income.

    Interest and fee reversals on non-accrual loans during the second quarter of 2013 were only $33 thousand, reflecting the continued improvement of the non-covered loan portfolio, as compared to reversals of $1.1 million for the first quarter of 2013 and reversals of $0.3 million in the second quarter of 2012.

    Excluding the impact of loan disposal gains and interest and fee reversals or recoveries on non-accrual loans, our adjusted net interest margin was 3.57% for the second quarter of 2013, 3.69% for the first quarter of 2013 and 3.96% for the second quarter of 2012. The sequential quarter decline in adjusted net interest margin is attributed to the increase in interest bearing cash during the quarter in anticipation to the fund the purchase of FinPac and to deleverage their borrowing facilities. More information regarding this measurement and reconciliation to the comparable GAAP measurement is provided under the heading Non-GAAP Financial Measures below.

    The cost of interest bearing deposits was 0.35% for the second quarter of 2013, 1 basis point higher than the first quarter of 2013, but 12 basis points lower than the second quarter of 2012. While the cost of interest bearing deposits increased 1 basis point on a sequential quarter basis, the cost of total deposits remained unchanged at 0.26% due to the Company’s focus on growing non-interest bearing deposit balances. The cost of interest bearing deposits is expected to decrease in the third quarter as a large balance of long term certificates of deposit originated in previous higher interest rate environments will mature in the third quarter. Management closely and continually monitors market deposit rates and develops our pricing strategy to ensure we are competitive in the market and in-line with our liquidity position and funding needs.

    Mortgage banking revenue

    The Company generated $24.3 million in total mortgage banking revenue during the second quarter of 2013, on closed loan volume of $599 million. This represents an 18% increase in production volume over the first quarter of 2013 and a 23% increase in production over the same period of the prior year. The second quarter’s sequential quarter increase in production primarily related to increased purchase activity, attributable to seasonality and the continued improvement of the housing sector. In the second quarter of 2013, the Company recognized an increase in the fair value of the mortgage servicing right assets in the income statement of $1.4 million. The increase in the servicing asset’s fair value is due to the recent increase in mortgage interest rates, which are expected to reduce the prepayment speeds of the underlying mortgages being serviced and therefore increase the life of asset and associated servicing income cash flows. Despite the elevated levels of refinance activity in the current environment, 49% of the current quarter’s production related to purchase activity, as compared to only 33% in the first quarter of 2013 and 37% in the second quarter of 2012. Income from the origination and sale of mortgage loans was $20.4 million in the second quarter of 2013, representing a 12% decrease from the prior quarter, and a 34% increase compared to the same quarter of the prior year. The decrease in mortgage origination and sale margin in the current quarter reflects the shift to more purchase activity which typically has lower gain on sale margins. Servicing revenue was $2.5 million in the second quarter of 2013, representing a 12% increase from the prior quarter, and a 67% increase compared to the same quarter of the prior year, due to the growth in the total serviced portfolio principal balance. As of June 30, 2013, the Company serviced $3.9 billion of mortgage loans for others, and the related mortgage servicing right asset is valued at $38.2 million, or 0.98% of the total serviced portfolio principal balance.

    Fair value of junior subordinated debentures

    The Company recognized a $0.5 million loss from the change in fair value of junior subordinated debentures during the second quarter of 2013. The majority of the fair value difference over par value relates to the $61.8 million of junior subordinated debentures issued in the third quarter of 2007, which carry interest rate spreads of 135 and 275 basis points over the 3 month LIBOR. As of June 30, 2013, the credit risk adjusted interest spread for potential new issuances was estimated to be significantly higher than the contractual spread. The difference between these spreads has created a cumulative gain in fair value of the Company’s junior subordinated debentures, which results from their carrying amount compared to the estimated amount that would be paid to transfer the liability in an orderly transaction among market participants.

    As these instruments are no longer being originated or actively traded in the primary or secondary markets, the quarterly fair value adjustments are difficult to estimate. We utilize an income approach valuation technique to determine the fair value of these liabilities using our estimation of market discount rate assumptions. The Company monitors activity in the trust preferred and related markets, to the extent available, changes related to the current and anticipated future interest rate environment, and considers our entity-specific creditworthiness, to validate the reasonableness of the credit risk adjusted spread and effective yield utilized in our discounted cash flow model. Absent changes to the significant inputs utilized in the discounted cash flow model used to measure the fair value of these instruments at each reporting period, the cumulative discount for each junior subordinated debenture will reverse over time, ultimately returning the carrying values of these instruments to their notional values at their expected redemption dates.

    On July 2, 2013, the federal banking regulators approved the final proposed rules that revise the regulatory capital rules to incorporate certain revisions by the Basel Committee on Banking Supervision to the Basel capital framework (Basel III). Under the original proposed rule trust preferred security debt issuances would have been phased out of Tier 1 capital into Tier 2 capital over a 10 year period. Under the final rule, consistent with Section 171 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, bank holding companies with less than $15 billion assets as of December 31, 2009 will be grandfathered and may continue to include these instruments in Tier 1 capital, subject to certain restrictions. However, if an institution grows above $15 billion as a result of an acquisition, or organically grows above $15 billion and then makes an acquisition, the combined trust preferred issuances would be phased out of Tier 1 and into Tier 2 capital (75% in 2015 and 100% in 2016). If the Company breaches $15 billion in consolidated assets other than in an organic manner and these instruments no longer qualify as Tier 1 capital, it is possible the Company may accelerate redemption of the existing junior subordinated debentures. This could result in adjustments to the fair value of these instruments including the acceleration of losses on junior subordinated debentures carried at fair value within non-interest income. As of June 30, 2013, the total par value of junior subordinated debentures carried at fair value was $134.0 million, and the fair value was $86.2 million.

    Other non-interest income

    Total other income for the second quarter of 2013 was $7.9 million, compared to $5.4 million for the first quarter of 2013 and $6.1 million for the second quarter of 2012. The largest recurring component of other income is Debt Capital Markets revenue, which was $2.4 million for the second quarter of 2013, compared to $1.6 million in the prior quarter and $2.3 million for the same quarter of the prior year. Also included in other income for the second quarter of 2013 is a $2.0 million gain on sale related to $32.4 million of government guaranteed loans in the quarter.

    Non-interest expense

    Total non-interest expense for the second quarter of 2013 was $87.9 million, compared to $85.8 million for the first quarter of 2013 and $86.9 million for the second quarter of 2012. Of the $2.2 million, or 3%, sequential quarter increase in non-interest expense, approximately $0.9 million relates to additional mortgage production related expense coinciding with the 18% increase in production volume over the prior quarter, $0.6 million relates to a FDIC loss sharing claw back liability expense recorded due to better than expected performance of the Evergreen FDIC assisted acquisition, $0.4 million related to increased marketing spend, and $0.4 million related to the loss on sale of a property.

    Income taxes

    The Company recorded a provision for income taxes of $14.3 million in the second quarter of 2013, representing an effective tax rate of 35.2% for the quarter, and 34.5% for the year-to-date.

    Capital

    As of June 30, 2013, total shareholders’ equity was $1.7 billion, comprised entirely of common equity. Book value per common share was $15.33, tangible book value per common share was $9.23 and the ratio of tangible common equity to tangible assets was 9.64% (see explanation and reconciliation of these items in the Non-GAAP Financial Measures section below). During the second quarter of 2013, the Company repurchased 174,460 shares of common stock, for a total of $2.4 million. The Company may repurchase up to 12.0 million of additional shares under the previously announced share repurchase plan, and will remain opportunistic based on market conditions.

    The Company’s estimated total risk-based capital ratio as of June 30, 2013 is 16.63%. This represents a decrease from March 31, 2013, as a result of increased risk weighted assets primarily due to non-covered loan growth and an increase in unfunded loan commitments. Our total risk-based capital level is substantially in excess of the regulatory definition of “well-capitalized” of 10.00%. The Company’s estimated Tier 1 common to risk weighted assets ratio is 12.67% as of June 30, 2013. These capital ratios as of June 30, 2013 are estimates pending completion and filing of the Company’s regulatory reports.

    Asset quality – Non-covered loan portfolio

    Non-covered, non-performing assets were $68.1 million, or 0.60% of total assets, as of June 30, 2013, compared to $79.7 million, or 0.69% of total assets as of March 31, 2013, and $116.9 million, or 1.01% of total assets as of June 30, 2012. Of this amount, as of June 30, 2013, $48.9 million represented non-accrual loans, $6.0 million represented loans past due greater than 90 days and still accruing interest, and $13.2 million was other real estate owned (“OREO”).

    Non-covered, classified assets were $342.4 million as of June 30, 2013, representing a decline of 4% since the prior quarter and a 3% decline since the same period of the prior year. Classified assets include non-performing assets, as well as performing assets rated substandard or worse.

    The Company has aggressively charged-down impaired assets to their disposition values, and the assets are expected to be resolved at those levels, absent further declines in market prices. As of June 30, 2013, the non-covered, non-performing assets of $68.1 million have been written down by 27%, or $25.2 million, from their current par balance of $93.3 million.

    The provision for non-covered loan losses for the second quarter of 2013 was $3.0 million, as compared to $7.0 million from the prior quarter, and $6.6 million from the same period of the prior year. The decrease in provision expense as compared to the prior periods result from the decrease in net charge-offs in the current period and reflects the reduction in non-performing loans associated with the improving economic conditions and increasing real estate values.

    The allowance for non-covered credit losses decreased to 1.28% of non-covered loans and leases at June 30, 2013, as compared to 1.29% of total non-covered loans and leases as of March 31, 2013 and 1.39% of total non-covered loans and leases as of June 30, 2012. The annualized net charge-off rate for the second quarter of 2013 was 0.11%. The allowance for non-covered credit losses includes the allowance for non-covered loan and lease losses and the allowance for non-covered unfunded loan commitments.

    Non-covered loans past due 30 to 89 days were $22.0 million, or 0.32% of non-covered loans and leases as of June 30, 2013, as compared to $39.8 million, or 0.60% of non-covered loans and leases as of March 31, 2013, and $24.2 million, or 0.40% of non-covered loans and leases as of June 30, 2012.

    Non-covered commercial real estate loan portfolio

    The total non-covered term commercial real estate loan portfolio was $3.93 billion as of June 30, 2013. Of this total, $2.70 billion are non-owner occupied and $1.23 billion are owner occupied. Of the total term commercial real estate portfolio, $30.6 million were on non-accrual status, and $13.5 million were past due 30-89 days as of June 30, 2013. Of the total non-covered commercial real estate portfolio, 6% matures in 2013, 5% in 2014, 16% in years 2015-2016, and 19% in years 2017-2018. The remaining 54% of the portfolio matures in or after the year 2019.

    Non-covered construction loan portfolio

    Total non-covered construction loans, including the residential development and commercial construction loan segments, was $293.7 million, or 4.3% of the total non-covered loan portfolio, as of June 30, 2013. Of this amount, $4.9 million represented non-performing loans, $1.2 million were past due 30-89 days, and $28.2 million were classified as performing restructured loans.

    Non-covered restructured loans

    Non-covered restructured loans on accrual status were $73.9 million as of June 30, 2013, as compared to $74.1 million as of March 31, 2013, and $54.8 million as of June 30, 2012.

    Additional information related to asset quality

    Additional tables can be found at the end of this earnings release covering the following aspects of the Company's non-covered loan portfolio: non-performing assets by type and by region, non-performing assets by type trends, loans past due 30 to 89 days by type and by region, loans past due 30 to 89 days by type trends, and restructured loans on accrual status by type and by region.

    Asset quality – Covered loan portfolio

    Covered non-performing assets were $3.5 million, or 0.03% of total assets, as of June 30, 2013, as compared to $7.9 million, or 0.07% of total assets, as of March 31, 2013, and $9.2 million, or 0.08% of total assets, as of June 30, 2012. The total covered non-performing assets balance for all periods presented represents covered OREO.

    In accordance with the guidance governing the accounting for purchased loan portfolios with evidence of credit deterioration subsequent to origination, the covered loans acquired have been assembled into pools of loans. As a result, individual loans underlying the loan pools are not reported as non-performing. Rather, the accretable yield of the pool is recognized to the extent pool level expected future cash flows discounted at the effective rate exceed the carrying value of the pool. To the extent discounted expected future cash flows are less than the carrying value of the pool, provisions for covered credit losses are recognized as a charge to earnings, but the adjusted carrying value of the loan pool continues to accrete into income at the effective rate.

    As of acquisition date, covered non-performing assets were written-down to their estimated fair value, incorporating our estimate of future expected cash flows until the ultimate resolution of these credits. The estimated credit losses embedded in these acquired non-performing loan portfolios were based on management’s and third-party consultants’ credit reviews of the portfolios performed during due diligence. To the extent actual or projected cash flows are less than originally estimated, additional provisions for loan losses on the covered loan portfolio will be recognized; however, these provisions would be mostly offset by a corresponding increase in the FDIC indemnification (loss sharing) asset recognized within non-interest income. To the extent actual or projected cash flows are more than originally estimated, the increase in cash flows is prospectively recognized in interest income; however, the increase in interest income would be mostly offset by a corresponding prospective decrease in the FDIC indemnification (loss sharing) asset recognized within non-interest income.

    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. Umpqua believes that certain non-GAAP financial measures provide investors with information useful in understanding Umpqua’s financial performance; however, readers of this report are urged to review these non-GAAP financial measures in conjunction with the GAAP results as reported.

    Umpqua recognizes gains or losses on our junior subordinated debentures carried at fair value resulting from changes in interest rates and the estimated market credit risk adjusted spread that do not directly correlate with the Company’s operating performance. Also, Umpqua incurs significant expenses related to the completion and integration of mergers and acquisitions. Additionally, we may recognize goodwill impairment losses that have no direct effect on the Company’s or the Bank’s cash balances, liquidity, or regulatory capital ratios. Lastly, the Company may recognize one-time bargain purchase gains on certain acquisitions that are not reflective of Umpqua’s on-going earnings power. Accordingly, management believes that our operating results are best measured on a comparative basis excluding the impact of gains or losses on junior subordinated debentures measured at fair value, net of tax, merger-related expenses, net of tax, and other charges related to business combinations such as goodwill impairment charges or bargain purchase gains, net of tax. We define operating earnings as earnings available to common shareholders before gains or losses on junior subordinated debentures carried at fair value, net of tax, bargain purchase gains on acquisitions, net of tax, merger related expenses, net of tax, and goodwill impairment, and we calculate operating earnings per diluted share by dividing operating earnings by the same diluted share total used in determining diluted earnings per common share.

    The following table provides the reconciliation of earnings available to common shareholders (GAAP) to operating earnings (non-GAAP), and earnings per diluted common share (GAAP) to operating earnings per diluted share (non-GAAP) for the periods presented:

        Sequential   Year over
    Quarter ended:QuarterYear
    (Dollars in thousands, except per share data)Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change
       
    Net earnings available to common shareholders $26,056$23,178$23,115 12% 13%
    Adjustments:

    Net loss on junior subordinated debentures
    carried at fair value, net of tax (1)

    328 325 328 1% 0%

    Merger related expenses, net of tax (1)

    486   919   92 (47)% 428%
    Operating earnings $26,870   $24,422   $23,535 10% 14%
     

    Earnings per diluted share:

    Earnings available to common shareholders

    $0.23$0.21$0.21 10% 10%
    Operating earnings $0.24$0.22$0.21 9% 14%
         
    Year over
    Six Months Ended:Year
    (Dollars in thousands, except per share data)Jun 30, 2013   Jun 30, 2012   % Change
     
    Net earnings available to common shareholders $49,234$48,451 2%
    Adjustments:

    Net loss on junior subordinated debentures
    carried at fair value, net of tax (1)

    653 657 (1)%
    Merger related expenses, net of tax (1) 1,405   152 824%
    Operating earnings $51,292   $49,260 4%
     

    Earnings per diluted share:

    Earnings available to common shareholders $0.44$0.43 2%
    Operating earnings $0.46$0.44 5%
     

    (1) Income tax effect of pro forma operating earnings adjustments at 40%.

    Management believes adjusted net interest income and adjusted net interest margin are useful financial measures because they enable investors to evaluate the underlying growth or compression in these values excluding interest income adjustments related to credit quality. Management uses these measures to evaluate adjusted net interest income operating results exclusive of credit costs, in order to monitor our effectiveness in growing higher interest yielding assets and managing our cost of interest bearing liabilities over time. Adjusted net interest income is calculated as net interest income, adjusting tax exempt interest income to its taxable equivalent, adding back interest and fee reversals related to new non-accrual loans during the period, and deducting the interest income gains recognized from loan disposition activities within covered loan pools. Adjusted net interest margin is calculated by dividing annualized adjusted net interest income by a period’s average interest earning assets.

    The following table provides the reconciliation of net interest income (GAAP) to adjusted net interest income (non-GAAP), and net interest margin (GAAP) to adjusted net interest margin (non-GAAP) for the periods presented:

        Sequential   Year over
    Quarter ended:QuarterYear
    (Dollars in thousands, except per share data)Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change
       
    Net interest income $93,893$94,189$101,012 0% (7)%
    Tax equivalent adjustment (1) 1,153   1,171   1,153 (2)% 0%
    Net interest income (1) 95,046 95,360 102,165 0% (7)%
     
    Adjustments:
    Interest and fee reversals on non-accrual loans 33 1,085 317 (97)% (90)%
    Covered loan disposal gains (4,237)   (3,154)   (2,926) 34% 45%
    Adjusted net interest income (1) $90,842   $93,291   $99,556 (3)% (9)%
     
    Average interest earning assets $10,218,611$10,250,643$10,118,420 0% 1%
     
    Net interest margin – consolidated (1) 3.73% 3.77% 4.06%
    Adjusted net interest margin – consolidated (1) 3.57% 3.69% 3.96%
     
      Year over
    Six Months Ended:Year
    (Dollars in thousands, except per share data)Jun 30, 2013   Jun 30, 2012   % Change
     
    Net interest income $188,082$203,367 (8)%
    Tax equivalent adjustment (1) 2,323   2,304 1%
    Net interest income (1) 190,405 205,671 (7)%
     
    Adjustments:
    Interest and fee reversals on non-accrual loans 1,118 963 16%
    Covered loan disposal gains (7,391)   (5,713) 29%
    Adjusted net interest income (1) $184,132   $200,921 (8)%
     
    Average interest earning assets $10,234,539$10,157,875 1%
     
    Net interest margin – consolidated (1) 3.75% 4.07%
    Adjusted net interest margin – consolidated (1) 3.63% 3.98%
     

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

    Management believes tangible common equity and the tangible common equity ratio are meaningful measures of capital adequacy. 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)

      Jun 30, 2013   Mar 31, 2013   Jun 30, 2012
       
    Total shareholders' equity $1,715,352$1,734,263$1,696,836
    Subtract:
    Goodwill and other intangible assets, net 682,971   684,125   674,794
    Tangible common shareholders' equity $1,032,381   $1,050,138   $1,022,042
     
    Total assets $11,392,208$11,491,410$11,521,246
    Subtract:
    Goodwill and other intangible assets, net 682,971   684,125   674,794
    Tangible assets $10,709,237   $10,807,285   $10,846,452
     
    Common shares outstanding at period end 111,898,620 111,960,580 111,891,283
     
    Tangible common equity ratio 9.64% 9.72% 9.42%
    Tangible book value per common share $9.23$9.38$9.13
     

    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 locations between San Francisco, California, and Seattle, Washington, along the Oregon and Northern California Coast, Central Oregon and Northern 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. Umpqua Private Bank serves high net worth individuals and non-profits, providing trust and investment services. 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, July 18, 2013, at 10:00 a.m. PDT (1:00 p.m. EDT) during which the Company will discuss second quarter 2013 results and provide an update on recent activities. 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) 437-9481 a few minutes before 10:00 a.m. The conference ID is 1960188. A re-broadcast will be available approximately two hours after the conference call by dialing (888) 203-1112 and entering passcode 1960188 or by visiting www.umpquaholdingscorp.com. Information to be discussed in the teleconference will be available on the company’s website after the market closes on Wednesday, July 17, 2013.

    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 expected earnings accretion from the FinPac acquisition, increased earnings from loan growth and growth of FinPac’s lease portfolio, increased value of mortgage servicing rights due to expected reduced prepayment speeds, how we expect to determine the fair value of junior subordinated debentures, our success in resolving remaining credits at the estimated disposition value of related collateral, the mitigating effect of FDIC loss sharing agreements on the covered loan portfolio, the effect of final Basel III capital regulations on the valuations of, and the potential accelerated redemption of, junior subordinated debentures, costs of interest bearing deposits, future acquisition opportunities, and our plans to hold a large interest bearing cash position, relative to historical levels.Specific risks that could cause results to differ from the forward-looking statements are set forth in our filings with the SEC and include, without limitation, inability to realize earnings accretion and lease growth from the FinPac transaction, changes in the discounted cash flow model used to determine the fair value of subordinated debentures, a material drop in mortgage interest rates that reduces the value of the MSR asset, prolonged low interest rate environment, unanticipated weakness in loan demand or loan pricing, deterioration in the economy, material reductions in revenue or material increases in expenses, lack of strategic growth opportunities or our failure to execute on those opportunities,our inability to effectively manage problem credits,certain loan assets becoming ineligible for loss sharing,unanticipated increases in the cost of deposits, asset growth that triggers a phase-out of junior subordinated debentures from Tier 1 capital and continued negative pressure on interest income associated with our large cash position.

    Umpqua Holdings Corporation
    Consolidated Statements of Income
    (Unaudited)
        Sequential   Year over
    Quarter Ended:QuarterYear
    (Dollars in thousands, except per share data)Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change
    Interest income    
    Non-covered loans and leases $78,434$78,545$77,637 0% 1%
    Covered loans and leases 14,750 14,580 16,935 1% (13)%
    Interest and dividends on investments:
    Taxable 8,103 8,644 16,535 (6)% (51)%
    Exempt from federal income tax 2,237 2,288 2,291 (2)% (2)%
    Dividends 90 24 28 nm nm
    Temporary investments & interest bearing deposits 401   252   168 59% 139%
    Total interest income 104,015 104,333 113,594 0% (8)%
    Interest expense
    Deposits 5,864 5,878 8,169 0% (28)%
    Repurchase agreements and fed funds purchased 33 31 79 6% (58)%
    Term debt 2,305 2,273 2,305 1% 0%
    Junior subordinated debentures 1,920   1,962   2,029 (2)% (5)%
    Total interest expense 10,122 10,144 12,582 0% (20)%
    Net interest income 93,893 94,189 101,012 0% (7)%
    Provision for non-covered loan and lease losses 2,993 6,988 6,638 (57)% (55)%
    (Recapture of) provision for covered loan and

    lease losses

    (3,072) 232 1,406 nm nm
    Non-interest income
    Service charges 7,478 6,992 7,190 7% 4%
    Brokerage fees 3,662 3,636 3,532 1% 4%
    Mortgage banking revenue, net 24,289 23,568 15,641 3% 55%
    Net gain on investment securities 8 7 1,030 nm nm
    Loss on junior subordinated debentures
    carried at fair value (547) (542) (547) 1% 0%
    Change in FDIC indemnification asset (8,294) (5,073) (4,040) 63% 105%
    Other income 7,901   5,427   6,120 46% 29%
    Total non-interest income 34,497 34,015 28,926 1% 19%
    Non-interest expense
    Salaries and employee benefits 52,067 51,505 49,979 1% 4%
    Net occupancy and equipment 15,059 14,735 13,580 2% 11%
    Intangible amortization 1,205 1,204 1,211 0% 0%
    FDIC assessments 1,672 1,651 1,886 1% (11)%
    Net (gain) loss on non-covered other real estate

    owned

    (146) (130) 889 12% (116)%
    Net (gain) loss on covered other real estate owned (62) 284 169 (122)% (137)%
    Merger related expenses 810 1,531 153 (47)% 429%
    Other expense 17,326   14,982   19,069 16% (9)%
    Total non-interest expense 87,931 85,762 86,936 3% 1%
    Income before provision for income taxes 40,538 35,222 34,958 15% 16%
    Provision for income taxes 14,285   11,861   11,681 20% 22%
    Net income 26,253 23,361 23,277 12% 13%
    Dividends and undistributed earnings
    allocated to participating securities 197   183   162 8% 22%
    Net earnings available to common shareholders $26,056   $23,178   $23,115 12% 13%
     
    Weighted average basic shares outstanding 111,954,467 111,937,062 111,897,099 0% 0%
    Weighted average diluted shares outstanding 112,145,157 112,117,854 112,077,593 0% 0%
    Earnings per common share – basic $0.23$0.21$0.21 10% 10%
    Earnings per common share – diluted $0.23$0.21$0.21 10% 10%

    nm = not meaningful

    Umpqua Holdings Corporation

    Consolidated Statements of Income
    (Unaudited)
         
    Six Months Ended:
    (Dollars in thousands, except per share data)Jun 30, 2013   Jun 30, 2012   % Change
    Interest income
    Loans and leases $156,979$155,296 1%
    Covered loans and leases 29,330 34,278 (14)%
    Interest and dividends on investments:
    Taxable 16,747 34,655 (52)%
    Exempt from federal income tax 4,525 4,568 (1)%
    Dividends 114 34 nm
    Temporary investments & interest bearing cash 653   405 61%
    Total interest income 208,348 229,236 (9)%
    Interest expense
    Deposits 11,742 17,014 (31)%
    Repurchase agreements and fed funds purchased 64 159 (60)%
    Term debt 4,578 4,609 (1)%
    Junior subordinated debentures 3,882   4,087 (5)%
    Total interest expense 20,266 25,869 (22)%
    Net interest income 188,082 203,367 (8)%
    Provision for non-covered loan and lease losses 9,981 9,805 2%
    (Recapture of) provision for covered loan and

    lease losses

    (2,840) 1,375 nm
    Non-interest income
    Service charges 14,470 13,856 4%
    Brokerage fees 7,298 6,476 13%
    Mortgage banking revenue, net 47,857 28,723 67%
    Net gain on investment securities 15 1,178 (99)%
    Loss on junior subordinated debentures
    carried at fair value (1,089) (1,095) (1)%
    Change in FDIC indemnification asset (13,367) (5,885) 127%
    Other income 13,328   12,910 3%
    Total non-interest income 68,512 56,163 22%
    Non-interest expense
    Salaries and employee benefits 103,572 97,072 7%
    Net occupancy and equipment 29,794 27,078 10%
    Intangible amortization 2,409 2,423 (1)%
    FDIC assessments 3,323 3,854 (14)%
    Net (gain) loss on non-covered other real estate owned (276) 4,076 (107)%
    Net loss on covered other real estate owned 222 2,623 (92)%
    Merger related expenses 2,341 253 nm
    Other expense 32,308   37,253 (13)%
    Total non-interest expense 173,693 174,632 (1)%
    Income before provision for income taxes 75,760 73,718 3%
    Provision for income taxes 26,146   24,938 5%
    Net income 49,614 48,780 2%
    Dividends and undistributed earnings
    allocated to participating securities 380   329 16%
    Net earnings available to common shareholders $49,234   $48,451 2%
     
    Weighted average basic shares outstanding 111,945,813 111,943,066 0%
    Weighted average diluted shares outstanding 112,132,483 112,120,418 0%
    Earnings per common share – basic $0.44$0.43 2%
    Earnings per common share – diluted $0.44$0.43 2%

    nm = not meaningful

    Umpqua Holdings Corporation
    Consolidated Balance Sheets
    (Unaudited)
            Sequential   Year over
    QuarterYear
    (Dollars in thousands, except per share data)Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change
    Assets:
    Cash and due from banks $143,409$148,851$159,694 (4)% (10)%
    Interest bearing deposits 659,817 566,241 503,552 17% 31%
    Temporary investments 1,768 3,096 530 (43)% 234%
    Investment securities:
    Trading, at fair value 3,863 3,183 3,301 21% 17%
    Available for sale, at fair value 2,083,755 2,396,617 2,834,076 (13)% (26)%
    Held to maturity, at amortized cost 3,741 4,189 4,506 (11)% (17)%
    Loans held for sale 173,994 133,100 219,007 31% (21)%
    Non-covered loans and leases 6,787,117 6,663,186 6,104,432 2% 11%
    Allowance for non-covered loan and lease losses (85,836)   (84,692)   (83,618) 1% 3%
    Non-covered loans and leases, net 6,701,281 6,578,494 6,020,814 2% 11%
    Covered loans and leases, net 419,059 449,860 553,963 (7)% (24)%
    Restricted equity securities 32,112 32,783 31,712 (2)% 1%
    Premises and equipment, net 170,145 161,911 154,956 5% 10%
    Goodwill and other intangibles, net 682,971 684,125 674,794 0% 1%
    Mortgage servicing rights, at fair value 38,192 32,097 22,513 19% 70%
    Non-covered other real estate owned 13,235 18,673 26,884 (29)% (51)%
    Covered other real estate owned 3,484 7,896 9,191 (56)% (62)%
    FDIC indemnification asset 36,263 46,046 68,805 (21)% (47)%
    Other assets 225,119   224,248   232,948 (0)% (3)%
    Total assets $11,392,208   $11,491,410   $11,521,246 (1)% (1)%
     
    Liabilities:
    Deposits $8,956,325$9,071,655$9,132,181 (1)% (2)%
    Securities sold under agreements to repurchase 176,447 142,810 149,341 24% 18%
    Term debt 252,543 253,080 254,641 0% (1)%
    Junior subordinated debentures, at fair value 86,159 85,616 83,993 1% 3%
    Junior subordinated debentures, at amortized cost 102,060 102,141 102,382 0% 0%
    Other liabilities 103,322   101,845   101,872 1% 1%
    Total liabilities 9,676,856 9,757,147 9,824,410 (1)% (2)%
     
    Shareholders' equity:
    Common stock 1,512,657 1,513,197 1,511,633 0% 0%
    Retained earnings 203,058 199,362 154,474 2% 31%
    Accumulated other comprehensive (loss) income (363)   21,704   30,729 (102)% (101)%
    Total shareholders' equity 1,715,352   1,734,263   1,696,836 (1)% 1%
    Total liabilities and shareholders' equity $11,392,208   $11,491,410   $11,521,246 (1)% (1)%
     
    Common shares outstanding at period end 111,898,620 111,960,580 111,891,283 0% 0%
    Book value per common share $15.33$15.49$15.17 (1)% 1%
    Tangible book value per common share $9.23$9.38$9.13 (2)% 1%
    Tangible equity - common $1,032,381$1,050,138$1,022,042 (2)% 1%
    Tangible common equity to tangible assets 9.64% 9.72% 9.42%
     

    Umpqua Holdings Corporation

    Non-covered Loan & Lease Portfolio
    (Unaudited)
            Sequential   Year over
    (Dollars in thousands)Jun 30, 2013Mar 31, 2013Jun 30, 2012QuarterYear
    Amount   MixAmount   MixAmount   Mix% Change   % Change

    Non-covered loans & leases:

         
    Commercial real estate:
    Non-owner occupied term $2,704,190 40% $2,697,419 40% $2,473,529 41% 0% 9%
    Owner occupied term 1,226,213 18% 1,248,099 19% 1,186,542 19% (2)% 3%
    Commercial construction 226,924 3% 196,663 3% 171,982 3% 15% 32%
    Residential development 66,750 1% 57,873 1% 70,066 1% 15% (5)%
    Commercial:
    Term 770,083 11% 784,193 12% 707,784 12% (2)% 9%
    Lines of credit & other 994,659 15% 905,331 14% 835,147 14% 10% 19%
    Residential real estate:
    Mortgage 508,815 7% 486,992 7% 375,302 6% 4% 36%
    Home equity lines & loans 258,240 4% 257,362 4% 263,941 4% 0% (2)%
    Consumer & other 42,016 1% 40,890 1% 32,437 1% 3% 30%
    Deferred loan fees, net (10,773) 0% (11,636) 0% (12,298) 0% (7)% (12)%
    Total $6,787,117 100% $6,663,186 100% $6,104,432 100% 2% 11%
     
    Umpqua Holdings Corporation
    Covered Loan & Lease Portfolio, Net
    (Unaudited)
            Sequential   Year over

    (Dollars in thousands)

    Jun 30, 2013Mar 31, 2013Jun 30, 2012QuarterYear
    Amount   MixAmount   MixAmount   Mix% Change   % Change

    Covered loans & leases:

         
    Commercial real estate:
    Non-owner occupied term $270,765 65% $285,954 64% $334,843 60% (5)% (19)%
    Owner occupied term 57,446 14% 64,369 14% 86,693 16% (11)% (34)%
    Commercial construction 6,783 2% 8,076 2% 12,301 2% (16)% (45)%
    Residential development 7,025 2% 7,699 2% 11,391 2% (9)% (38)%
    Commercial:
    Term 17,394 4% 17,584 4% 27,200 5% (1)% (36)%
    Lines of credit & other 9,503 2% 13,571 3% 19,602 4% (30)% (52)%
    Residential real estate:
    Mortgage 24,879 6% 25,741 6% 30,057 5% (3)% (17)%
    Home equity lines & loans 20,769 5% 21,877 5% 25,407 5% (5)% (18)%
    Consumer & other 4,495 1% 4,989 1% 6,469 1% (10)% (31)%
    Total $419,059 100% $449,860 100% $553,963 100% (7)% (24)%

    Covered loan & lease portfolio balances represent the loan portfolios acquired through the assumption of EvergreenBank on January 22, 2010, Rainier Pacific Bank on February 26, 2010, and Nevada Security Bank on June 18, 2010, from the FDIC through whole bank purchase and assumption agreements with loss sharing.

    Umpqua Holdings Corporation
    Deposits by Type/Core Deposits
    (Unaudited)
            Sequential   Year over
    (Dollars in thousands)Jun 30, 2013Mar 31, 2013Jun 30, 2012QuarterYear
    AmountMixAmount   MixAmountMix% Change% Change

    Deposits:

     
    Demand, non-interest bearing $2,218,536 25% $2,175,140 24% $2,021,303 22% 2% 10%
    Demand, interest bearing 1,128,361 13% 1,157,010 13% 1,114,196 12% (2)% 1%
    Money market 3,254,117 36% 3,288,339 36% 3,413,385 37% (1)% (5)%
    Savings 513,317 6% 503,755 6% 425,912 5% 2% 21%
    Time 1,841,994 21% 1,947,411 21% 2,157,385 24% (5)% (15)%
    Total $8,956,325 100% $9,071,655 100% $9,132,181 100% (1)% (2)%
     
    Total core deposits (1) $7,655,237 85% $7,679,970 85% $7,579,893 83% 0% 1%
     

    Number of open accounts:

    Demand, non-interest bearing 187,026 186,084 177,997 1% 5%
    Demand, interest bearing 50,136 50,394 49,503 (1)% 1%
    Money market 36,555 37,183 38,192 (2)% (4)%
    Savings 84,784 85,747 83,553 (1)% 1%
    Time 26,653 27,473 30,194 (3)% (12)%
    Total 385,154 386,881 379,439 0% 2%
     

    Average balance per account:

    Demand, non-interest bearing $11.9$11.7$11.4
    Demand, interest bearing 22.5 23.0 22.5
    Money market 89.0 88.4 89.4
    Savings 6.1 5.9 5.1
    Time 69.1 70.9 71.5
    Total $23.3$23.4$24.1
     

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

    Umpqua Holdings Corporation

    Credit Quality – Non-performing Assets
    (Unaudited)
            Sequential   Year over
    Quarter EndedQuarterYear
    (Dollars in thousands)Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change
     

    Non-covered, non-performing assets:

    Non-covered loans on non-accrual status $48,855$55,234$81,897 (12)% (40)%
    Non-covered loans past due 90+ days & accruing 6,052   5,824   8,073 4% (25)%
    Total non-performing loans 54,907 61,058 89,970 (10)% (39)%
    Non-covered other real estate owned 13,235   18,673   26,884 (29)% (51)%
    Total $68,142   $79,731   $116,854 (15)% (42)%
     
    Non-covered performing restructured loans $73,884$74,092$54,842 0% 35%
     
    Non-covered loans past due 30-89 days $21,964$39,800$24,222 (45)% (9)%
    Non-covered loans past due 30-89 days to
    non-covered loans and leases 0.32% 0.60% 0.40%
     
    Non-covered, non-performing loans to
    non-covered loans and leases 0.81% 0.92% 1.47%
    Non-covered, non-performing assets to total assets 0.60% 0.69% 1.01%
     

    Covered non-performing assets:

    Covered loans on non-accrual status $--   $--   $-- nm nm
    Total non-performing loans -- -- -- nm nm
    Covered other real estate owned 3,484   7,896   9,191 (56)% (62)%
    Total $3,484   $7,896   $9,191 (56)% (62)%
     
    Covered non-performing loans to
    covered loans and leases --% --% --%
    Covered non-performing assets to total assets 0.03% 0.07% 0.08%
     

    Total non-performing assets:

    Loans on non-accrual status $48,855$55,234$81,897 (12)% (40)%
    Loans past due 90+ days & accruing 6,052   5,824   8,073 4% (25)%
    Total non-performing loans 54,907 61,058 89,970 (10)% (39)%
    Other real estate owned 16,719   26,569   36,075 (37)% (54)%
    Total $71,626   $87,627   $126,045 (18)% (43)%
     
    Non-performing loans to loans and leases 0.76% 0.86% 1.35%
    Non-performing assets to total assets 0.63% 0.76% 1.09%
     
    Umpqua Holdings Corporation
    Credit Quality – Allowance for Non-covered Credit Losses
    (Unaudited)
            Sequential   Year over
    Quarter EndedQuarterYear
    (Dollars in thousands)Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change

    Allowance for non-covered credit losses:

    Balance beginning of period $84,692$85,391$86,670
    Provision for non-covered loan and
    lease losses 2,993 6,988 6,638 (57)% (55)%
     
    Charge-offs (4,604) (8,725) (11,602) (47)% (60)%
    Recoveries 2,755   1,038   1,912 165% 44%
    Net charge-offs (1,849) (7,687) (9,690) (76)% (81)%
             
    Total allowance for non-covered loan
    and lease losses 85,836 84,692 83,618 1% 3%
     
    Reserve for unfunded commitments 1,327   1,269   1,126 5% 18%
    Total allowance for non-covered
    credit losses $87,163   $85,961   $84,744 1% 3%
     
    Net charge-offs to average non-covered
    loans and leases (annualized) 0.11% 0.47% 0.64%
    Recoveries to gross charge-offs 59.84% 11.90% 16.48%
    Allowance for non-covered loan losses to
    non-covered loans and leases 1.26% 1.27% 1.37%
    Allowance for non-covered credit losses to
    non-covered loans and leases 1.28% 1.29% 1.39%
     
      Six Months Ended:  
    (Dollars in thousands)Jun 30, 2013   Jun 30, 2012   % Change

    Allowance for non-covered credit losses:

     
    Balance beginning of period $85,391$92,968
    Provision for non-covered loan and
    lease losses 9,981 9,805 2%
     
    Charge-offs (13,329) (24,293) (45)%
    Recoveries 3,793   5,138 (26)%
    Net charge-offs (9,536) (19,155) (50)%
         
    Total allowance for non-covered loan
    and lease losses 85,836 83,618 3%
     
    Reserve for unfunded commitments 1,327   1,126 18%
    Total allowance for non-covered
    credit losses $87,163   $84,744 3%
     
    Net charge-offs to average non-covered
    loans and leases (annualized) 0.29% 0.64%
    Recoveries to gross charge-offs 28.46% 21.15%
     
    Umpqua Holdings Corporation
    Selected Ratios
    (Unaudited)
        Sequential   Year over
    Quarter Ended:QuarterYear
    Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   Change   Change

    Average Rates:

       
    Yield on non-covered loans and leases 4.59% 4.65% 5.05% (0.06) (0.46)
    Yield on covered loans and leases 13.82% 12.86% 11.93% 0.96 1.89
    Yield on taxable investments 1.59% 1.51% 2.34% 0.08 (0.75)
    Yield on tax-exempt investments (1) 5.34% 5.32% 5.41% 0.02 (0.07)
    Yield on temporary investments & interest bearing cash 0.26% 0.27% 0.25% (0.01) 0.01
    Total yield on earning assets (1) 4.13% 4.17% 4.56% (0.04) (0.43)
     
    Cost of interest bearing deposits 0.35% 0.34% 0.47% 0.01 (0.12)
    Cost of securities sold under agreements
    to repurchase and fed funds purchased 0.08% 0.09% 0.23% (0.01) (0.15)
    Cost of term debt 3.66% 3.64% 3.64% 0.02 0.02
    Cost of junior subordinated debentures 4.10% 4.13% 4.39% (0.03) (0.29)
    Total cost of interest bearing liabilities 0.55% 0.55% 0.66% 0.00 (0.11)
     
    Net interest spread (1) 3.58% 3.62% 3.90% (0.04) (0.32)
    Net interest margin – Consolidated (1) 3.73% 3.77% 4.06% (0.04) (0.33)
     
    Net interest margin – Bank (1) 3.80% 3.85% 4.14% (0.05) (0.34)
     

    As reported (GAAP):

    Return on average assets 0.91% 0.82% 0.82% 0.09 0.09
    Return on average tangible assets 0.97% 0.87% 0.87% 0.10 0.10
    Return on average common equity 6.04% 5.43% 5.48% 0.61 0.56
    Return on average tangible common equity 10.00% 8.99% 9.12% 1.01 0.88
    Efficiency ratio – Consolidated 67.88% 66.29% 66.32% 1.59 1.56
    Efficiency ratio – Bank 65.56% 63.87% 64.02% 1.69 1.54
     

    Operating basis (non-GAAP): (2)

    Return on average assets 0.94% 0.86% 0.83% 0.08 0.11
    Return on average tangible assets 1.00% 0.92% 0.89% 0.08 0.11
    Return on average common equity 6.23% 5.72% 5.58% 0.51 0.65
    Return on average tangible common equity 10.31% 9.47% 9.28% 0.84 1.03
    Efficiency ratio – Consolidated 66.97% 64.83% 65.93% 2.14 1.04
    Efficiency ratio – Bank 64.93% 62.68% 63.90% 2.25 1.03
     
    (1) Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.

    (2) Operating earnings is calculated as earnings available to common shareholders excluding gain
    (loss) on junior subordinated debentures carried at fair value, net of tax, bargain purchase gain
    on acquisitions, net of tax, goodwill impairment, and merger related expenses, net of tax.

     
    Umpqua Holdings Corporation
    Selected Ratios
    (Unaudited)
     
    Six Months Ended:  
    Jun 30, 2013   Jun 30, 2012   Change

    Average Rates:

     
    Yield on non-covered loans and leases 4.62% 5.11% (0.49)
    Yield on covered loans and leases 13.32% 11.66% 1.66
    Yield on taxable investments 1.55% 2.41% (0.86)
    Yield on tax-exempt investments (1) 5.33% 5.42% (0.09)
    Yield on temporary investments & interest bearing cash 0.26% 0.25% 0.01
    Total yield on earning assets (1) 4.15% 4.58% (0.43)
     
    Cost of interest bearing deposits 0.34% 0.48% (0.14)
    Cost of securities sold under agreements
    to repurchase and fed funds purchased 0.09% 0.25% (0.16)
    Cost of term debt 3.65% 3.63% 0.02
    Cost of junior subordinated debentures 4.12% 4.43% (0.31)
    Total cost of interest bearing liabilities 0.55% 0.67% (0.12)
     
    Net interest spread (1) 3.60% 3.91% (0.31)
    Net interest margin – Consolidated (1) 3.75% 4.07% (0.32)
     
    Net interest margin – Bank (1) 3.82% 4.15% (0.33)
     

    As reported (GAAP):

    Return on average assets 0.87% 0.85% 0.02
    Return on average tangible assets 0.92% 0.91% 0.01
    Return on average common equity 5.74% 5.77% (0.03)
    Return on average tangible common equity 9.50% 9.63% (0.13)
    Efficiency ratio – Consolidated 67.08% 66.70% 0.38
    Efficiency ratio – Bank 64.72% 64.35% 0.37
     

    Operating basis (non-GAAP): (2)

    Return on average assets 0.90% 0.87% 0.03
    Return on average tangible assets 0.96% 0.92% 0.04
    Return on average common equity 5.98% 5.87% 0.11
    Return on average tangible common equity 9.89% 9.79% 0.10
    Efficiency ratio – Consolidated 65.90% 66.32% (0.42)
    Efficiency ratio – Bank 63.80% 64.25% (0.45)
     
    (1) Tax exempt interest has been adjusted to a taxable equivalent basis using a 35% tax rate.

    (2) Operating earnings is calculated as earnings available to common shareholders
    excluding gain (loss) on junior subordinated debentures carried at fair value,
    net of tax, bargain purchase gain on acquisitions, net of tax, goodwill
    impairment, and merger related expenses, net of tax.

     
    Umpqua Holdings Corporation
    Average Balances
    (Unaudited)
        Sequential   Year over
    Quarter Ended:QuarterYear
    (Dollars in thousands)Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change
       
    Temporary investments & interest bearing cash $622,209$383,412$272,495 62% 128%
    Investment securities, taxable 2,062,819 2,303,159 2,834,188 (10)% (27)%
    Investment securities, tax-exempt 253,975 260,335 254,511 (2)% 0%
    Loans held for sale 140,802 188,021 143,676 (25)% (2)%
    Non-covered loans and leases 6,710,803 6,655,764 6,042,439 1% 11%
    Covered loans and leases 428,003   459,952   571,111 (7)% (25)%
    Total interest earning assets 10,218,611 10,250,643 10,118,420 0% 1%
    Goodwill & other intangible assets, net 683,446 684,631 675,312 0% 1%
    Total assets 11,447,868 11,496,844 11,351,087 0% 1%
     
    Non-interest bearing demand deposits 2,210,760 2,155,110 1,946,574 3% 14%
    Interest bearing deposits 6,803,879   6,937,232   7,048,938 (2)% (3)%
    Total deposits 9,014,639 9,092,342 8,995,512 (1)% 0%
    Interest bearing liabilities 7,409,284 7,515,749 7,626,032 (1)% (3)%
     
    Shareholders’ equity - common 1,728,354 1,730,538 1,695,157 0% 2%
    Tangible common equity (1) 1,044,908 1,045,907 1,019,845 0% 2%
     
      Six Months Ended:  
    (Dollars in thousands)Jun 30, 2013   Jun 30, 2012   % Change
     
    Temporary investments & interest bearing cash $503,470$328,011 53%
    Investment securities, taxable 2,182,326 2,873,753 (24)%
    Investment securities, tax-exempt 257,137 253,570 1%
    Loans held for sale 164,281 123,298 33%
    Non-covered loans and leases 6,683,436 5,988,227 12%
    Covered loans and leases 443,889   591,016 (25)%
    Total interest earning assets 10,234,539 10,157,875 1%
    Goodwill & other intangible assets, net 684,035 675,912 1%
    Total assets 11,472,221 11,400,739 1%
     
    Non-interest bearing demand deposits 2,183,089 1,914,093 14%
    Interest bearing deposits 6,870,186   7,149,984 (4)%
    Total deposits 9,053,275 9,064,077 0%
    Interest bearing liabilities 7,462,223 7,720,866 (3)%
     
    Shareholders’ equity - common 1,729,440 1,687,345 2%
    Tangible common equity (1) 1,045,405 1,011,433 3%
     

    (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 Holdings Corporation
    Mortgage Banking Activity
    (unaudited)
        Sequential   Year over
    Quarter Ended:QuarterYear
    (Dollars in thousands)Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change
       

    Mortgage Servicing Rights (MSR):

    Mortgage loans serviced for others $3,911,273$3,624,819$2,423,572 8% 61%
    MSR asset, at fair value 38,192 32,097 22,513 19% 70%
    MSR as % of serviced portfolio 0.98% 0.89% 0.93%
     

    Mortgage Banking Revenue:

    Origination and sale $20,381$23,057$15,166 (12)% 34%
    Servicing 2,521 2,245 1,506 12% 67%
    Change in fair value of MSR asset 1,387   (1,734)   (1,031) (180)% (235)%
    Total $24,289   $23,568   $15,641 3% 55%
     
     
    Closed loan volume$599,268$509,005$488,714 18% 23%

     

     
    Six Months Ended:
    (Dollars in thousands)Jun 30, 2013   Jun 30, 2012   % Change
     

    Mortgage Banking Revenue:

    Origination and sale $43,438$27,807 56%
    Servicing 4,766 2,869 66%
    Change in fair value of MSR asset (347)   (1,953) (82)%
    Total $47,857   $28,723 67%
     
    Closed loan volume$1,108,273$891,348 24%
     

    Additional Tables

    The following tables present additional detail covering the following aspects of the Company's non-covered loan portfolio.

    • Table 1 – Non-covered, non-performing assets by type and by region
    • Table 2 – Non-covered, non-performing assets by type trends
    • Table 3 – Non-covered loans past due 30-89 days by type and by region
    • Table 4 – Non-covered loans past due 30-89 days by type trends
    • Table 5 – Non-covered restructured loans on accrual status by type and by region

    The following is a distribution of non-covered, non-performing assets by type and by region as of June 30, 2013:

    Table 1 - Non-covered, non-performing assets by type and by region
    (Dollars in thousands)      
        Northwest   SouthernNorthernCentralGreater Bay  
    Washington   Oregon   Oregon   California   California   California   Total

    Non-accrual loans:

    Commercial real estate:
    Non-owner occupied term $-- $12,593$3,490$2,562$3,352$6,043$28,040
    Owner occupied term -- 1,002 36 778 -- 730 2,546
    Commercial construction -- -- -- -- -- -- --
    Residential development -- 4,845 -- -- -- -- 4,845
    Commercial -- 8,789 394 2,919 135 1,187 13,424
    Other --   --   --   --   --   --   --
    Total $-- $27,229$3,920$6,259$3,487$7,960$48,855
     

    Loans 90 days past due & accruing:

    Commercial real estate:
    Non-owner occupied term $-- $-- $-- $-- $-- $-- $--
    Owner occupied term -- -- -- -- -- -- --
    Commercial construction -- -- -- -- -- -- --
    Residential development -- -- -- -- -- -- --
    Commercial -- -- -- 19 -- -- 19
    Other 77   5,411   136   172   19   218   6,033
    Total $77$5,411$136$191$19$218$6,052
                             
    Total non-performing loans $77   $32,640   $4,056   $6,450   $3,506   $8,178   $54,907
     

    Other real estate owned:

    Commercial real estate:
    Non-owner occupied term $-- $3,779 $-- $-- $32 $-- $3,811
    Owner occupied term -- 181 562 381 3,069 -- 4,193
    Commercial construction 662 -- -- -- 163 1,440 2,265
    Residential development -- 293 -- -- -- -- 293
    Commercial 180 1,564 -- -- 459 -- 2,203
    Other --   448   --   22   --   --   470
    Total $842$6,265$562$403$3,723$1,440$13,235
                             
    Total non-performing assets $919   $38,905   $4,618   $6,853   $7,229   $9,618   $68,142
    % of total1.3%57.1%6.8%10.1%10.6%14.1%100%
     

    The Company has aggressively charged-down impaired assets to their disposition values. As of June 30, 2013, the non-covered, non-performing assets of $68.1 million have been written down by 27%, or $25.2 million, from their current par balance of $93.3 million.

    The following is a distribution of non-covered, non-performing assets by type as of June 30, 2013, March 31, 2013 and June 30, 2012:

    Table 2 –Non-covered, non-performing assets by type trends
    (Dollars in thousands)          
    SequentialYear
    QuarterOver Year
    Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change

    Non-accrual loans:

    Commercial real estate:
    Non-owner occupied term $28,040$32,688$40,724 (14)% (31)%
    Owner occupied term 2,546 2,903 6,358 (12)% (60)%
    Commercial construction -- -- 5,636 nm (100)%
    Residential development 4,845 4,964 12,689 (2)% (62)%
    Commercial 13,424 14,630 15,699 (8)% (14)%
    Other --   49   791 (100)% (100)%
    Total $48,855$55,234$81,897 (12)% (40)%
     

    Loans 90 days past due & accruing:

    Commercial real estate:
    Non-owner occupied term $-- $238$620 (100)% (100)%
    Owner occupied term -- -- 3,648 nm (100)%
    Commercial construction -- -- -- nm nm
    Residential development -- -- -- nm nm
    Commercial 19 2 -- nm nm
    Other 6,033   5,584   3,805 8% 59%
    Total $6,052$5,824$8,073 4% (25)%
             
    Total non-performing loans $54,907   $61,058   $89,970 (10)% (39)%
     

    Other real estate owned:

    Commercial real estate:
    Non-owner occupied term $3,811$4,110$7,922 (7)% (52)%
    Owner occupied term 4,193 5,223 5,386 (20)% (22)%
    Commercial construction 2,265 2,587 4,326 (12)% (48)%
    Residential development 293 2,659 6,145 (89)% (95)%
    Commercial 2,203 1,871 1,519 18% 45%
    Other 470   2,223   1,586 (79)% (70)%
    Total $13,235$18,673$26,884 (29)% (51)%
             
    Total non-performing assets $68,142   $79,731   $116,854 (15)% (42)%
     

    The following is a distribution of non-covered loans past due 30 to 89 days by loan type by region as of June 30, 2013:

    Table 3 – Non-covered loans past due 30-89 days by type and by region
    (Dollars in thousands)      
        Northwest   SouthernNorthernCentralGreater Bay  
    Washington   Oregon   Oregon   California   California   California   Total

    Loans 30-89 days past due:

    Commercial real estate:
    Non-owner occupied term $-- $152$204 $-- $2,682$1,646$4,684
    Owner occupied term -- 4,318 343 2,727 -- 1,476 8,864
    Commercial construction -- -- -- -- -- -- --
    Residential development -- 1,242 -- -- -- -- 1,242
    Commercial 125 850 32 2,520 96 138 3,761
    Other --   2,682   114   67   85   465   3,413
    Total $125   $9,244   $693   $5,314   $2,863   $3,725   $21,964
     

    The following is a distribution of non-covered loans past due 30 to 89 days by loan type as of June 30, 2013, March 31, 2013 and June 30, 2012:

    Table 4 –Non-covered loans past due 30-89 days by type trends

    (Dollars in thousands)          
    SequentialYear
    QuarterOver Year
    Jun 30, 2013   Mar 31, 2013   Jun 30, 2012   % Change   % Change

    Loans 30-89 days past due:

    Commercial real estate:
    Non-owner occupied term $4,684$5,052$8,533 (7)% (45)%
    Owner occupied term 8,864 12,437 3,463 (29)% 156%
    Commercial construction -- 917 -- (100)% nm
    Residential development 1,242 605 1,351 105% (8)%
    Commercial 3,761 17,000 5,956 (78)% (37)%
    Other 3,413   3,789   4,919 (10)% (31)%
    Total $21,964   $39,800   $24,222 (45)% (9)%
     

    The following is a distribution of non-covered restructured loans on accrual status by loan type by region as of June 30, 2013:

    Table 5 – Non-covered restructured loans on accrual status by type and by region
    (Dollars in thousands)      
        Northwest   SouthernNorthernCentralGreater Bay  
    Washington   Oregon   Oregon   California   California   California   Total

    Restructured loans, accrual basis:

    Commercial real estate:
    Non-owner occupied term $13,328$14,222$3,869 $-- $6,867 $-- $38,286
    Owner occupied term -- 660 -- 633 3,960 -- 5,253
    Commercial construction -- 8,619 -- -- 3,814 -- 12,433
    Residential development -- 7,880 -- -- 7,934 -- 15,814
    Commercial -- -- -- 351 1,270 -- 1,621
    Other --   477   --   --   --   --   477
    Total $13,328   $31,858   $3,869   $984   $23,845   $--   $73,884

    nm = not meaningful

    Umpqua Holdings Corporation
    Ray Davis, 503-727-4101
    President/CEO
    raydavis@umpquabank.com
    Ron Farnsworth, 503-727-4108
    EVP/Chief Financial Officer
    ronfarnsworth@umpquabank.com

    Source: Umpqua Holdings Corporation