Table of the investment securities held in our portfolio has become volatile over the past three years. Volatile market conditions or deteriorating financial performance of the issuer or obligor may detrimentally affect the value of these securities. There can be no assurance that potential declines in market value associated with these disruptions will not result in other-than-temporary or permanent impairments of these assets, which would lead to accounting charges that could have a material adverse effect on our net income and capital levels.Contents

LIQUIDITY RISK

Deposits are a critical source of funds for our continued growth and profitability.

Our business strategy calls for continued growth. Our ability to continue to grow depends primarily on our ability to successfully attract deposits to fund loan growth. Core deposits are a low cost and generally stable source of funding and a significant source of funds for our lending activities. Our inability to retain or attract such funds could adversely affect our liquidity. If we are forced to seek other sources of funds, such as additional brokered deposits or borrowings from the FHLB, the interest expense associated with these other funding sources may be higher than the rates we are currently paying on our deposits, which would adversely impact our net income, and such sources of funding may be more volatile and unavailable to us.

Conditions in the financial markets may limit our access to additional funding to meet our liquidity needs.

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale or pledging as collateral of loans and other assets due to market conditions could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities could be impaired by factors that affect us specifically or the financial services industry in general. An adverse regulatory action against us could detrimentally impact our access to liquidity sources. Our ability to borrow could also be impaired by factors that are nonspecific to us, such as severe disruption of the financial markets or negative news and expectations about the prospects for the financial services industry as a whole as evidenced by turmoil in the domestic and worldwide credit markets.

~~Table~~ ~~of Contents~~

Our wholesale funding sources may prove insufficient to support our future growth or an unexpected reduction in deposits.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. If we grow more rapidly than any increase in our deposit balances, we are likely to become more dependent on these sources, which include brokered deposits, ~~Federal Home Loan Bank~~FHLB advances, proceeds from the sale of loans and liquidity resources at the holding company. Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs, and our profitability would be adversely affected.

MORTGAGE BANKING RISK

Changes in interest rates could reduce the value of mortgage servicing rights.

We acquire MSR when we keep servicing rights after we sell originated residential mortgage loans. We sell the majority of our originated residential mortgage loans with servicing retained. We measure MSR at fair value. Fair value is the present value of estimated future net servicing income, calculated based on a number of variables, including assumptions about the likelihood of prepayment by borrowers. Changes in interest rates can affect prepayment assumptions and consequently MSR fair value. When interest rates fall, borrowers are usually more likely to prepay their mortgage loans by refinancing them at a lower rate. As the likelihood of prepayment increases, MSR fair value can decrease, which reduces earnings in the period in which the decrease occurs.

A low interest rate environment increases our exposure to prepayment risk in our mortgage portfolio and the mortgage-backed securities in our investment portfolio. Increased prepayments, refinancing or other factors that impact loan balances could reduce expected revenue associated with mortgage assets and could also lead to a reduction in the value of our mortgage servicing rights, which could have a negative impact on our financial results. We may choose to hedge the interest rate sensitivity of the MSR fair value. Hedges may not perform in line with our modeled projections.

Table of Contents

Our mortgage banking revenue can fluctuate significantly.

We earn revenue from fees received for originating, selling and servicing mortgage loans. Generally, if interest rates rise, the demand for mortgage loans tends to fall, reducing the revenue we receive from originations and sales of mortgage loans. At the same time, mortgage banking revenue can increase through increases in fair value of MSR. When interest rates decline, originations tend to increase and the value of MSR tends to decline, also with some offsetting revenue effect. The negative effect on revenue from a decrease in the fair value of residential MSR is immediate, but any offsetting revenue benefit from more originations and the MSR relating to new loans accrues over time. It is also possible that even if interest rates were to fall, mortgage originations may also fall or any increase in mortgage originations may not be enough to offset the decrease in the MSR value caused by the lower rates.

~~Table~~ ~~of Contents~~

We depend upon programs administered by Fannie Mae, Freddie Mac and Ginnie Mae.

Our ability to generate revenues in our home lending group depends on programs administered by government-sponsored entities that play an important role in the residential mortgage industry. During ~~2020, 76%~~2022, 49% of mortgage loans were originated for sale to, or through programs sponsored by Fannie Mae, Freddie Mac or Ginnie Mae. We service loans on behalf of Fannie Mae and Freddie Mac, as well as loans that have been securitized pursuant to securitization programs sponsored by Fannie Mae, Freddie Mac and Ginnie Mae. A majority of our mortgage servicing rights and loans serviced through subservicing agreements relate to these servicing activities. These entities establish the base service fee to compensate us for servicing loans as well as the assessment of fines and penalties that may be imposed upon us for failing to meet servicing standards. Our status as a Fannie Mae, Freddie Mac and Ginnie Mae approved seller and servicer is subject to compliance with guidelines and failure to meet such guidelines could result in the unilateral termination of our status as an approved seller or servicer. Changes in the existing government-sponsored mortgage programs or servicing eligibility standards through legislation or otherwise, or our failure to maintain a relationship with each of Fannie Mae, Freddie Mac and Ginnie Mae, could materially and adversely affect our business, financial position, results of operations and cash flows through negative impact on the pricing of mortgage related assets in the secondary market, higher mortgage rates to borrowers, or lower mortgage origination volumes and margins.

LEGAL, REGULATORY AND COMPLIANCE RISK

We are subject to extensive government regulation and supervision.

Umpqua ~~Holdings Corporation~~ and its subsidiaries, primarily Umpqua Bank, are subject to extensive federal and state regulation and supervision including by the FDIC, ~~Oregon Division of Financial Regulation,~~DCBS, Federal Reserve, ~~Board,~~ CFPB, and the SEC, ~~and FINRA,~~ the primary focus of which is to protect customers, depositors, the deposit insurance fund and the safety and soundness of the banking system as a whole, and not shareholders. The quantity and scope of applicable federal and state regulations may place banks ~~and brokerage firms~~ at a competitive disadvantage compared to less regulated competitors such as ~~financial technology~~Fintech companies, finance companies, credit unions, mortgage banking companies and leasing companies. These laws and regulations apply to almost every aspect of our business, and affect our lending practices and procedures, capital structure, investment activities, deposit gathering activities, our services and products, risk management practices, dividend policy and growth, including through acquisitions.

Legislation and regulation with respect to our industry has increased in recent years, and we expect that supervision and regulation will continue to expand in scope and complexity. Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. Changes to statutes, regulations or regulatory policies, including changes in interpretation or implementation of statutes, regulations or policies, could affect us in substantial and unpredictable ways, and could subject us to additional costs, restrict our growth, limit the services and products we may offer or limit the pricing of banking services and products. In addition, establishing systems and processes to achieve compliance with laws and regulation increases our costs and could limit our ability to pursue business opportunities.

Table of Contents

If we receive less than satisfactory results on regulatory examinations, we could be subject to damage to our reputation, significant fines and penalties, requirements to increase compliance and risk management activities and related costs and restriction on acquisitions, new locations, new lines of business, or continued growth. Future changes in federal and state banking and brokerage regulations could adversely affect our operating results and ability to continue to compete effectively. For example, the Dodd-Frank Act and related regulations subject us to additional restrictions, oversight and reporting obligations, which have significantly increased costs. And over the last several years, state and federal regulators have focused on enhanced risk management practices, compliance with the Bank Secrecy Act and anti-money laundering laws, data integrity and security, use of service providers, and fair lending and other consumer protection issues, which has increased our need to build additional processes and infrastructure. Government agencies charged with adopting and interpreting laws, rules and regulations, may do so in an unforeseen manner, including in ways that potentially expand the reach of the laws, rules or regulations more than initially contemplated or currently anticipated. We cannot predict the substance or impact of pending or future legislation or regulation, or the application thereof. Compliance with such current and potential regulation and scrutiny could significantly increase our costs, impede the efficiency of our internal business processes, require us to increase our regulatory capital and limit our ability to pursue business opportunities in an efficient manner. Our success depends on our ability to maintain compliance with both existing and new laws and regulations.

~~Table~~ ~~of Contents~~

We are required to comply with stringent capital requirements.

~~As set forth in Item 1 "Supervision and Regulation" of this report, we~~We are required to maintain a common equity Tier 1 capital ratio of 4.5%, a Tier 1 capital ratio of 6%, a total capital ratio of 8%, and a leverage ratio of 4%. In addition, we must maintain an additional capital conservation buffer of 2.5% of total risk weighted assets or be subject to limitations on dividends and other capital distributions, as well as limiting discretionary bonus payments to executive officers. The ~~new~~capital rules may require us to raise more common capital or other capital that qualifies as Tier 1 capital. Maintaining higher levels of capital may reduce our profitability and otherwise adversely affect our business, financial condition, or results of operations. The application of more stringent capital requirements could, among other things, result in lower returns on invested capital and result in regulatory actions if we were to be unable to comply with such requirements.

We may be required to raise additional capital in the future, but that capital may not be available when it is needed, or it may only be available on unacceptable terms, which could adversely affect our financial condition and results of operations.

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we may not be able to raise additional capital, if needed, on terms acceptable to us. If we cannot raise additional capital when needed, our ability to further expand our operations and pursue our growth strategy could be materially impaired. We and the Bank are currently well capitalized under applicable regulatory guidelines. However, our business could be negatively affected if we or the Bank failed to remain well capitalized. For example, because Umpqua Bank is well capitalized, and we otherwise qualify as a financial holding company, we are permitted to engage in a broader range of activities than are permitted to a bank holding company. Loss of financial holding company status could require that we cease these broader activities. The banking regulators are authorized (and sometimes required) to impose a wide range of requirements, conditions, and restrictions on banks, thrifts, and bank holding companies that fail to maintain adequate capital levels.

We have risk related to legal proceedings.

We are involved in judicial, regulatory, and arbitration proceedings concerning matters arising from our business activities and fiduciary responsibilities. We establish reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. We may incur costs for a legal matter even if we have not established a reserve, and the actual costs of resolving a legal matter may substantially exceed any established reserves for the matter. Our insurance may not cover all claims that may be asserted against us. Any claim asserted against us, regardless of merit or eventual outcome, could harm our reputation. The ultimate resolution of a pending or future legal proceeding, depending on the remedy sought and granted, could materially adversely affect our results of operations and financial condition.

Table of Contents

As a bank holding company that conducts substantially all of our operations through the Bank, our ability to pay dividends, repurchase our shares or to repay our indebtedness depends upon liquid assets held by the holding company and the results of operations of our subsidiaries.

The Company is a separate and distinct legal entity from our subsidiaries and it receives substantially all of its revenue from dividends paid from the Bank. There are legal limitations on the extent to which the Bank may extend credit, pay dividends or otherwise supply funds to, or engage in transactions with, us. Our inability to receive dividends from the Bank could adversely affect our business, financial condition, results of operations and prospects.

Our net income depends primarily upon the Bank's net interest income, which is the income that remains after deducting from total income generated by earning assets the expense attributable to the acquisition of the funds required to support earning assets (primarily interest paid on deposits). The amount of interest income is dependent on many factors including the volume of earning assets, the general level of interest rates, the dynamics of changes in interest rates and the levels of nonperforming loans. All of those factors affect the Bank's ability to pay dividends to the Company.

Various statutory provisions restrict the amount of dividends the Bank can pay to us without regulatory approval. The Bank may not pay cash dividends if that payment could reduce the amount of its capital below that necessary to meet the "adequately capitalized" level in accordance with regulatory capital requirements. It is also possible that, depending upon the financial condition of the Bank and other factors, regulatory authorities could conclude that payment of dividends or other payments, including payments to us, is an unsafe or unsound practice and impose restrictions or prohibit such payments.

~~Table~~ ~~of Contents~~

Under Oregon law, the Bank may not pay dividends in excess of unreserved retained earnings, deducting there from, to the extent not already charged against earnings or reflected in a reserve, the following: (1) all bad debts, which are debts on which interest is past due and unpaid for at least six months, unless the debt is fully secured and in the process of collection; (2) all other assets charged-off as required by Oregon bank regulators or a state or federal examiner; and (3) all accrued expenses, interest and taxes of the institution. The Federal Reserve has issued a policy statement on the payment of cash dividends by bank holding companies, which expresses the Federal Reserve's view that a bank holding company should pay cash dividends only to the extent that its net income for the past year is sufficient to cover both the cash dividends and a rate of earnings retention that is consistent with the holding company's capital needs, asset quality and overall financial condition.

We are currently required to seek prior regulatory approval for dividends from the Bank to Umpqua and from Umpqua to shareholders. Our regulators have broad discretion whether to approve (or to not object to) dividends and when they will respond to our requests.

TECHNOLOGY RISK

We face significant cyber, data and information security risk.

Cyber attacks and other data security risks and breaches include computer viruses, malicious or destructive code, denial of service or information attacks, hacking, ransomware, social engineering attacks targeting our associates and customers, improper access by associates or vendors, malware intrusion and data corruption attempts, and identity theft that could result in the disclosure or destruction of confidential or proprietary information.

Cyberattack techniques can be very sophisticated and difficult to prevent and promptly detect, change regularly, and can originate from a wide variety of sources including third parties who are or may be involved in organized crime or linked to terrorist organizations or hostile foreign governments. Cyber security risk management programs are expensive to maintain and as cyber threats continue to grow and evolve we may be required to expend significant additional resources to continue to modify or enhance protective measures or to investigate and remediate information security vulnerabilities or incidents. Although we have programs in place related to business continuity, disaster recovery and information and cyber security to maintain the confidentiality, integrity, and availability of our systems, business applications and customer information, we may not timely detect disruptions and disruptions may still give rise to interruptions in service to customers and loss or liability to us, including loss of customer data.

Cyber risks increase as we continue to develop and grow our mobile and other internet-based product offerings and expand our internal usage of web-based products and applications.

Table of Contents

Hacking of personal information and identity theft risks, in particular, could cause serious reputational harm. A successful penetration or circumvention of system security could cause serious negative consequences that could adversely impact its results of operations, liquidity and financial condition, including:

•loss of customers and business opportunities;

•costs associated with maintaining business relationships after an attack or breach;

•significant business disruption to our operations;

•misappropriation, exposure, or destruction of our confidential information, intellectual property, funds, or those of our customers;

•damage to computers or systems;

•violation of applicable privacy and other laws;

•litigation;

•regulatory fines, penalties or intervention;

•loss of confidence in our security measures;

•reimbursement or other compensatory costs; and

•additional compliance costs.

Our cybersecurity insurance may not provide sufficient coverage in the event of a breach or may not be available in the future on acceptable terms.

~~Table~~ ~~of Contents~~

Cybersecurity and data privacy are areas of heightened legislative and regulatory focus.

As cybersecurity and data privacy risks for banking organizations and the broader financial system have significantly increased in recent years, cybersecurity and data privacy issues have become the subject of increasing legislative and regulatory focus. The federal bank regulatory agencies have proposed enhanced cyber risk management standards, focusing on cyber risk governance and management, management of internal and external dependencies, and incident response, cyber resilience and situational awareness. Several states have proposed or adopted cybersecurity legislation and regulations, which require, among other things, notification to affected individuals when there has been a security breach of their personal data. We receive, maintain and store non-public personal information of our customers and counterparties, including, but not limited to, personally identifiable information and personal financial information. The sharing, use, disclosure and protection of this information are governed by federal and state law. Both personally identifiable information and personal financial information is increasingly subject to legislation and regulation, the intent of which is to protect the privacy of personal information that is collected and handled. For example, ~~in June of 2018,~~we are subject to the ~~Governor of California signed into law the~~recently enacted California Consumer Privacy Act ~~which became effective on January 1, 2020,~~ and ~~Californians approved the~~ California Privacy Rights ~~Act in November 2020.~~Act. We may become subject to new legislation or regulation concerning cybersecurity or the privacy of personally identifiable information and personal financial information or of any other information we may store or maintain. We could be adversely affected if new legislation or regulations are adopted or if existing legislation or regulations are modified such that we are required to alter our systems or require changes to our business practices or privacy policies. If cybersecurity, data privacy, data protection, data transfer or data retention laws are implemented, interpreted or applied in a manner inconsistent with our current practices, we may be subject to fines, litigation or regulatory enforcement actions or ordered to change its business practices, policies or systems in a manner that adversely impacts our operating results.

Table of Contents

The failure to understand and adapt to continual technological changes could negatively impact our business.

The financial services industry is undergoing rapid technological change with frequent introductions of new technology-driven products and services by depository institutions and fintech companies. Technological changes are often designed to eliminate banks as intermediaries which could result in the loss of income and customer deposits. New technology-driven products and services are often introduced and adopted, including innovative ways that customers can make payments, access products and manage accounts. We could be required to make substantial capital expenditures to modify or adapt existing products and services or develop new products and services. We may not be successful in introducing new products and services or those new products may not achieve market acceptance. We could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases if we do not effectively develop and implement new technology. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands, as well as to create additional efficiencies in operations. In addition, advances in technology such as digital, mobile, telephone, text, and ~~on-line~~online banking; e-commerce; and self-service automatic teller machines and other equipment, as well as changing customer preferences to access our products and services through digital channels, could decrease the value of our store network and other assets. We may close or sell certain stores and restructure or reduce our remaining stores and work force. These actions could lead to losses on assets, expense to reconfigure stores and loss of customers in certain markets. As a result, our business, financial condition or results of operations may be adversely affected.

We may not be able to successfully implement current or future information technology system enhancements and operational initiatives.

We are investing significant resources in information technology system enhancements and operational initiative to provide functionality, new and enhanced products and services, more efficient internal operations, meet regulatory requirements and streamline our customer experience. We may not be able to successfully implement and integrate such system enhancements and related operational initiatives or do so within budgets and on time. We may incur significant training, licensing, maintenance, consulting and amortization expenses during and after implementation, and may not realize the anticipated long-term benefits.

~~Table~~ ~~of Contents~~

Our business is highly reliant on technology and our ability to manage the operational risks associated with technology.

Our business involves storing, transmitting, retrieving and processing sensitive consumer and business customer data. We depend on internal systems and outsourced technology to support these data storage and processing operations in a secure manner. Despite our efforts to ensure the security and integrity of our systems, we may not be able to anticipate, detect or recognize threats to our systems or to implement effective preventive measures against all cyber security breaches. A cyber security breach or cyberattack could persist for a long time before being detected and could result in theft of sensitive data or disruption of our transaction processing systems. Our inability to use or access these information systems at critical points in time could unfavorably impact the timeliness and efficiency of our business operations. Our customers and other third parties may use personal mobile devices or computing devices that are outside of its network environment and are subject to their own cybersecurity risks to access our network, products and services.

We depend on our ability to manage the operational risks associated with technology to avoid losses and reputational damage.

Our business involves storing and processing sensitive consumer and business customer data. We depend on internal systems and outsourced technology to support these data storage and processing operations. Despite our efforts to ensure the security and integrity of our systems, we may not be able to anticipate, detect or recognize threats to our systems or to implement effective preventive measures against all cyber security breaches. A cyber security breach or cyberattack could persist for a long time before being detected and could result in theft of sensitive data or disruption of our transaction processing systems. Our inability to use or access these information systems at critical points in time could unfavorably impact the timeliness and efficiency of our business operations.

Table of Contents

OPERATIONAL RISK

Our business is highly reliant on third party vendors (and their vendors) and our ability to manage the operational risks associated with outsourcing those services.

We rely on third parties to provide services that are integral to our ~~operations. These vendors provide services that support our~~ operations, including the storage and processing of sensitive consumer and business customer data, as well as our sales efforts. A cyber security breach of a vendor's system may result in theft of our data or disruption of business processes. In most cases, we will remain primarily liable to our customers for losses arising from a breach of a vendor's data security system. We rely on our outsourced service providers to implement and maintain prudent cyber security controls. We have procedures in place to assess a vendor's cyber security controls prior to establishing a contractual relationship and to periodically review assessments of those control systems; however, these procedures are not infallible, and a vendor's system can be breached despite the procedures we employ. We cannot be sure that we will be able to maintain these relationships on favorable terms. In addition, some of our data processing services are provided by companies associated with our competitors. The loss of these vendor relationships could disrupt the services we provide to our customers and cause us to incur significant expense in connection with replacing these services.

Our non-interest income includes revenues related to overdraft and non-sufficient funds fees and may be subject to increased scrutiny.

Recently, there has been a heightened interest in bank overdraft protection programs and other fees earned by banks. In response to increased interest and scrutiny, and in anticipation of enhanced supervision and enforcement of overdraft protection practices in the future, certain banking organizations have begun to modify their overdraft protection programs, including discontinuation of charging their customers overdraft transaction fees. Competitive pressures from our peers, as well as any new rules or supervisory guidance or more aggressive examination and enforcement policies in respect of banks' overdraft protection practices, could cause Umpqua to change our practices in ways that may have a negative impact on our revenue and earnings, which could have an adverse effect on our financial condition and results of operations.

Damage to our brand and reputation could significantly harm our business and prospects.

Our brand and reputation are important assets. Our relationship with many of our customers is predicated upon our reputation as a high-quality provider of financial services that adheres to the highest standards of ethics, service quality and regulatory compliance. We believe that our brand has been, and continues to be, well received in our industry, with current and potential customers, investors and employees. Our ability to attract and retain customers, investors and employees depends upon external perceptions of us. Damage to our reputation among existing and potential customers, investors and employees could cause significant harm to our business and prospects and may arise from numerous sources, including litigation or regulatory actions, failing to deliver minimum standards of service and quality, lending practices, inadequate protection of customer information, sales and marketing efforts, compliance failures, unethical behavior and the misconduct of employees. Adverse developments with respect to our industry may also, by association, negatively impact our reputation or result in greater regulatory or legislative scrutiny or litigation against us.

~~Table~~ ~~of Contents~~

We and our customers are susceptible to fraud.

Financial institutions are inherently exposed to fraud risk. A fraud can be perpetrated by a customer, associate, vendor or member of the general public. We are most subject to fraud risk with the origination of loans, ACH and wire transactions, ATM transactions and checking transactions. Fraud risk within digital channels is challenging to detect and prevent and we are expanding our business more deeply into these channels. We rely on financial and other data from customers when we accept them as new customers and when they conduct transactions, which information could be fraudulent and expose us to losses that negatively impact our net income especially when delivered through digital channels. Our operational controls to prevent and detect such fraud may be ineffective in preventing new methods of fraud. If our customers experience fraud, theft or a cyber attack on their systems that results in loss of funds held at the Bank, they will often look to the Bank to make them whole regardless of fault, which can increase our costs to defend threatened litigation and result in loss of customer relationships.

Table of Contents

STRATEGIC AND OTHER BUSINESS RISKS

~~Involvement in non-bank business creates risks associated with the securities industry.~~

Umpqua Investments' retail brokerage operations present special risks not borne by financial institutions that focus exclusively on traditional community banking. For example, the brokerage industry is subject to fluctuations in the stock market that may have a significant adverse impact on transaction fees, customer activity and investment portfolio gains and losses. Likewise, additional or modified regulations may adversely affect Umpqua Investments' operations. Umpqua Investments is also dependent on a small number of established brokers, whose departure could result in the loss of a significant number of customer accounts. A significant decline in fees and commissions or trading losses suffered in the investment portfolio could adversely affect Umpqua Investments' income and potentially require the contribution of additional capital to support its operations. Umpqua Investments is subject to claim arbitration risk arising from customers who claim their investments were not suitable or that their portfolios were too actively traded. These risks increase when the market declines. The risks associated with retail brokerage may not be supported by the income generated by those operations.

The financial services industry is highly competitive.

We face pricing competition for loans and deposits. We also face competition with respect to customer convenience, product lines, accessibility of service and service capabilities. Our most direct competition comes from other banks, brokerages, mortgage companies and savings institutions, but more recently has also come from fintech companies that rely on technology to provide financial services. We also face competition from credit unions, government-sponsored enterprises, mutual fund companies, insurance companies and other non-bank businesses. The significant competition in attracting and retaining deposits and making loans, as well as providing other financial services throughout our market area may impact future earnings and growth. Our success depends, in part, on the ability to adapt products and services to evolving industry standards. There is increasing pressure to provide products and services at lower prices, which can reduce net interest income and non-interest income from fee-based products and services.

Climate change and related legislative and regulatory initiatives may materially adversely affect the Company's business and results of operations.

29The effects of climate change continue to create concern for the state of the global environment. The impacts of climate change, such as extreme weather conditions, natural disasters and rising sea levels, could impact our operations as well as those of our customers and our third party vendors. Increased regulation related to climate change could have an adverse effect on our business and our customers. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior. Overall, climate change, its effects and the resulting, unknown impact could have a material adverse effect on our financial condition and results of operations.

~~Table~~ ~~of Contents~~

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

The principal executive ~~offices~~office of Umpqua ~~and Umpqua Investments are located at One SW Columbia Street in Portland, Oregon in~~Holdings Corporation is a leased corporate office space ~~that is leased.~~in Lake Oswego, Oregon. The Bank's ~~headquarters,~~main office, located in Roseburg, Oregon, is owned. At December 31, ~~2020,~~2022, the Bank conducted commercial and retail banking activities at ~~265~~232 locations, including ~~229~~203 store locations, in Oregon, Washington, California, Idaho and Nevada. Our ~~265~~232 locations include ~~104~~96 owned and ~~161~~136 leased locations. As of December 31, ~~2020,~~2022, the Bank also operated 2622 facilities for the purpose of administrative and other functions, such as back-office support, of which 2two are owned and 2420 are leased. ~~All~~The Company has reduced and will continue to evaluate its facilities, ~~are in~~as the Company continues to adapt to a ~~good state of repair and appropriately designed for use as banking~~more remote or ~~administrative office facilities.~~hybrid workforce.

ITEM 3. LEGAL PROCEEDINGS.

~~Due to the nature of our business, we are involved~~The information required by this item is set forth in legal proceedings that arise in the ordinary course of our business. While the outcome of all of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will havePart II, Item 8 under Note 17 Commitments and Contingencies—Legal Proceedings and Regulatory Matters, a ~~material adverse effect on our consolidated financial position, results of operations, or cash flows.~~nd incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

3033

Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a)~~(a)~~ Our common stock is traded on ~~The NASDAQ~~the Nasdaq Global Select Market under the symbol "UMPQ." As of December 31, ~~2020,~~2022, our common stock was held by ~~4,315~~4,028 shareholders of record, a number that does not include beneficial owners who hold shares in "street name," or shareholders from previously acquired companies that have not exchanged their stock. At December 31, ~~2020,~~2022, a total of ~~1.3~~1.2 million shares of unvested restricted ~~shares~~stock units were outstanding.

~~On March 13, 2020,~~During 2022, Umpqua's Board ~~of Directors~~ approved a cash dividend of $0.21 for the first quarter 2020, which was paid on April 15, 2020. Subsequently, the Company changed the timing of its dividends from an intra-quarter announcement to after earnings for each quarter are released. The shift in timing was made to provide the Company’s Board of Directors and regulators the opportunity to review final quarterly financial results and financial projections prior to approval of any dividends. The Company paid the quarterly cash dividends for the second and third quarter of $0.21 per common share ~~on August 31, 2020 and November 30, 2020, respectively. On February 1, 2021, the Company declared a cash dividend~~ for ~~2020 in the amount of $0.21 per common share based on fourth quarter 2020 performance, which will be paid on February 26, 2021.~~

each quarter. These dividends were made pursuant to our existing dividend policy and in consideration of, among other things, earnings, regulatory capital levels, the overall payout ratio, and expected asset growth. ~~We expect that~~Umpqua agreed to refrain from paying quarterly cash dividends in excess of the then-current level ($0.21 per share) at the time we entered into the Merger Agreement. On January 11, 2023, the Company declared a cash dividend ~~rate will be reassessed~~in the amount of $0.21 per common share, which was paid on ~~a quarterly basis by the Board of Directors in accordance with the dividend policy.~~February 6, 2023.

The payment of future cash dividends is at the discretion of our Board ~~of Directors~~ and subject to a number of factors, including results of operations, general business conditions, growth, financial condition, and other factors deemed relevant by the ~~Board of Directors.~~Board. Further, our ability to pay future cash dividends is subject to certain regulatory requirements and restrictions discussed in the Supervision and Regulation section in Item 1 above.

We have a dividend reinvestment plan through our transfer agent that permits shareholder participants to purchase shares at the then-current market price in lieu of the receipt of cash dividends. Shares issued in connection with the dividend reinvestment plan are purchased in open market transactions.

(b)Not applicable.

(c)The following table provides information about repurchases of common stock by the Company during the quarter ended December 31, ~~2020:~~2022:

Period
Total number of Common Shares Purchased (1)
Average Price
Paid per Common Share
Total Number of Shares Purchased as Part of Publicly Announced Plan (2)
Maximum Number of Remaining Shares that May be Purchased at Period End under the Plan
10/01/20 - 10/31/20 1,561 $ 12.40 — 9,524,429
11/01/20 - 11/30/20 461 $ 14.73 — 9,524,429
12/01/20 - 12/31/20 — $ — — 9,524,429
Total for quarter 2,022 $ 12.93 —


Period	Total number of Common Shares Purchased (1)	Average Price Paid per Common Share		Total Number of Shares Purchased as Part of Publicly Announced Plan (2)	Maximum Dollar Value of Shares that May be Purchased at Period End under the Plan
10/01/22 - 10/31/22	227	$	18.30	—	$	—
11/01/22 - 11/30/22	414	$	20.08	—	$	—
12/01/22 - 12/31/22	—	$	—	—	$	—
Total for quarter	641	$	20.14	—

(1)Common shares repurchased by the Company during the quarter consist of cancellation of ~~2,022~~641 shares to be issued upon vesting of restricted stock awards to pay withholding taxes. During the three months ended December 31, ~~2020,~~2022, no shares were repurchased pursuant to the Company's publicly announced corporate stock repurchase plan described in (2) below.

~~Table~~ ~~of Contents~~

(2)~~The Company's~~On July 21, 2021, the Company approved a share repurchase ~~plan,~~program, which ~~was first approved by~~authorized the ~~Board and announced in August 2003, was amended on September 29, 2011~~Company to ~~increase the number~~repurchase up to $400 million of common ~~shares available for repurchase~~stock from time to time in open market transactions, accelerated share repurchases, or in privately negotiated transactions as permitted under ~~the plan to 15 million shares. The repurchase program has been extended multiple times by the board with the current expiration date of July 31, 2021.~~applicable rules and regulations. As of December 31, ~~2020, a total of 9.5~~2022, the Company repurchased $78.2 million in shares ~~remained available for repurchase.~~under the program. Under the repurchase plan, the Company repurchased no shares during 2022 and 4.0 million shares in 2021, and 331,000 ~~during~~shares were repurchased in 2020 ~~300,000 in 2019,~~under the previous share repurchase plan. The Company halted repurchases with the announcement of the merger with Columbia and ~~327,000 in 2018. The timing~~as required under the Merger Agreement, and ~~amount of future repurchases will depend upon~~ the ~~market price for our common stock, securities laws restricting repurchases, regulatory requirements for prior approval or non-objection, asset growth, earnings, and our capital plan.~~share repurchase program expired on July 31, 2022.

Restricted shares cancelled to pay withholding taxes totaled ~~163,000~~202,000 and ~~115,000~~149,000 shares during the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, respectively.

Table of Contents

Information relating to compensation plans under which the Company's equity securities are authorized for issuance is set forth in "Part III—Item 12" of this Report.

Stock Performance Graph

The following chart, which is furnished as part of our annual report to shareholders and not filed, compares the yearly percentage changes in the cumulative shareholder return on our common stock during the five fiscal years ended December 31, ~~2020,~~2022, with (i) the ~~Total Return~~NASDAQ Composite Index, ~~for The NASDAQ Stock Market (U.S. Companies)~~ (ii) the Standard and Poor's 500 Index and (iii) the NASDAQ Bank Index. This comparison assumes $100.00 was invested on December 31, ~~2015,~~2017, in our common stock and the comparison indices, and assumes the reinvestment of all cash dividends prior to any tax effect and retention of all stock dividends. Price information from December 31, ~~2015~~2017 to December 31, ~~2020,~~2022, was obtained by using the ~~NASDAQ~~ closing prices as of the last trading day of each year.


	Period Ending
	12/31/2017	12/31/2018	12/31/2019	12/31/2020	12/31/2021	12/31/2022
Umpqua Holdings Corporation	$100.00	$76.68	$85.67	$72.79	$92.50	$85.82
NASDAQ Composite Index	$100.00	$95.38	$130.47	$186.69	$226.63	$151.61
S&P 500 Index	$100.00	$92.97	$121.19	$140.49	$178.27	$143.61
NASDAQ Bank Index	$100.00	$81.65	$99.50	$88.95	$124.25	$101.44

Period Ending
12/31/2015 12/31/2016 12/31/2017 12/31/2018 12/31/2019 12/31/2020
Umpqua Holdings Corporation $100.00 $122.90 $141.05 $112.36 $131.45 $118.47
NASDAQ U.S. $100.00 $108.97 $141.36 $137.39 $187.87 $272.51
S&P 500 $100.00 $111.95 $136.38 $130.39 $171.44 $202.96
NASDAQ Bank $100.00 $137.97 $145.50 $121.96 $151.69 $140.31

ITEM 6. RESERVED

3235

Table of Contents

~~ITEM 6. SELECTED FINANCIAL DATA.~~

~~Umpqua Holdings Corporation~~

~~Annual Financial Trends~~

(in thousands, except per share data) 2020 2019 2018 2017 2016
Interest income $ 1,012,627 $ 1,131,076 $ 1,067,149 $ 943,901 $ 904,163
Interest expense 130,108 210,442 128,510 78,216 66,051
Net interest income 882,519 920,634 938,639 865,685 838,112
Provision for credit losses 204,861 72,515 55,905 47,254 41,674
Non-interest income 412,009 339,824 279,417 278,487 301,728
Non-interest expense (1)
2,546,087 719,040 739,465 747,875 737,155
(Loss) income before provision for income taxes (1,456,420) 468,903 422,686 349,043 361,011
Provision for income taxes 67,000 114,808 106,423 106,730 130,943
Net (loss) income $ (1,523,420) $ 354,095 $ 316,263 $ 242,313 $ 230,068
YEAR END
Assets $ 29,235,175 $ 28,846,809 $ 26,939,781 $ 25,680,447 $ 24,771,406
Earning assets 27,808,889 25,633,843 23,959,168 22,707,469 21,707,267
Loans and leases (2)
21,779,367 21,195,684 20,422,666 19,019,192 17,440,583
Deposits 24,622,201 22,481,504 21,137,486 19,948,300 19,020,985
Borrowings 771,482 906,635 751,788 802,357 852,397
Junior subordinated debentures, at fair value 255,217 274,812 300,870 277,155 262,209
Junior subordinated debentures, at amortized cost 88,268 88,496 88,724 100,609 100,931
Total shareholders' equity 2,704,577 4,313,915 4,056,442 3,969,367 3,875,082
Common shares outstanding 220,226 220,229 220,255 220,149 220,177
AVERAGE
Assets $ 29,211,733 $ 27,971,844 $ 26,210,933 $ 25,074,144 $ 24,079,753
Earning assets 27,344,492 24,843,425 23,309,013 22,112,828 20,943,045
Loans and leases (2)
22,082,359 20,889,769 19,562,369 18,169,449 17,190,625
Deposits 24,104,360 21,804,035 20,519,609 19,351,738 18,347,451
Borrowings 1,014,240 896,681 785,593 846,542 897,050
Junior subordinated debentures 325,633 373,253 370,518 365,196 359,003
Total shareholders' equity 2,982,458 4,206,380 4,002,700 3,929,566 3,856,890
Basic common shares outstanding 220,218 220,339 220,280 220,251 220,282
Diluted common shares outstanding 220,218 220,650 220,737 220,836 220,908
PER COMMON SHARE DATA
Basic earnings $ (6.92) $ 1.61 $ 1.44 $ 1.10 $ 1.04
Diluted earnings (6.92) 1.60 1.43 1.10 1.04
Book value 12.28 19.59 18.42 18.03 17.60
Tangible book value (3)
12.21 11.39 10.19 9.77 9.31
Cash dividends declared 0.63 0.84 0.82 0.68 0.64

~~Table~~ ~~of Contents~~

(dollars in thousands) 2020 2019 2018 2017 2016
PERFORMANCE RATIOS
Return on average assets (4)
(5.22 %) 1.27 % 1.21 % 0.97 % 0.95 %
Return on average common shareholders' equity (5)
(51.08 %) 8.42 % 7.90 % 6.17 % 5.96 %
Return on average tangible common shareholders' equity (6)
(60.34 %) 14.77 % 14.45 % 11.49 % 11.34 %
Efficiency ratio (7)
196.47 % 56.97 % 60.61 % 65.11 % 64.41 %
Average common shareholders' equity to average assets 10.21 % 15.04 % 15.27 % 15.67 % 16.02 %
Leverage ratio (8)
8.98 % 9.16 % 9.31 % 9.38 % 9.21 %
Net interest margin (fully tax equivalent) (9)
3.23 % 3.71 % 4.04 % 3.94 % 4.02 %
Non-interest income to total net revenue (10)
31.83 % 26.96 % 22.94 % 24.34 % 26.47 %
Dividend payout ratio (11)
(9.10 %) 52.17 % 56.94 % 61.82 % 61.54 %
ASSET QUALITY
Non-performing loans and leases $ 67,437 $ 64,213 $ 87,267 $ 82,318 $ 56,134
Non-performing assets 69,247 67,508 98,225 94,052 62,872
Allowance for credit losses on loans and leases 328,401 157,629 144,871 140,608 133,984
Allowance for credit losses (12)
348,687 162,735 149,394 144,571 137,595
Net charge-offs 71,102 59,757 51,642 40,630 38,012
Non-performing loans and leases to loans and leases 0.31 % 0.30 % 0.43 % 0.43 % 0.32 %
Non-performing assets to total assets 0.24 % 0.23 % 0.36 % 0.37 % 0.25 %
Allowance for credit losses on loans and leases to total loans and leases 1.51 % 0.74 % 0.71 % 0.74 % 0.77 %
Allowance for credit losses to loans and leases 1.60 % 0.77 % 0.73 % 0.76 % 0.79 %
Net charge-offs to average loans and leases 0.32 % 0.29 % 0.26 % 0.22 % 0.22 %

~~(1)Includes goodwill impairment of $1.8 billion during the year ended December 31, 2020~~

~~(2)Excludes loans held for sale~~

~~(3)~~Common shareholders' equity less intangible assets (excluding MSR) divided by shares outstanding at the end of the year. See Management's Discussion and Analysis of Financial Condition and Results of Operations-"Results of Operations - Overview" for the reconciliation of non-GAAP financial measures, in Item 7 of this report.

~~(4)Net income divided by average assets.~~

~~(5)Net income divided by average common shareholders' equity.~~

~~(6)~~Net income divided by average common shareholders' equity less average intangible assets. See Management's Discussion and Analysis of Financial Condition and Results of Operations-"Results of Operations - Overview" for the reconciliation of non-GAAP financial measures, in Item 7 of this report.

~~(7)Non-interest expense divided by the sum of net interest income (fully tax equivalent) and non-interest income.~~

~~(8)Tier 1 capital divided by leverage assets. Leverage assets are defined as quarterly average total assets, net of goodwill, intangibles and certain other items as required by the Federal Reserve.~~

~~(9)Net interest margin (fully tax equivalent) is calculated by dividing net interest income (fully tax equivalent) by average interest earnings assets.~~

~~(10)Non-interest income divided by the sum of non-interest income and net interest income.~~

~~(11)Dividends declared per common share divided by basic earnings per common share.~~

~~(12)For comparability, prior period balances include both the allowance for credit losses on loans and leases and the reserve for unfunded commitments.~~

~~Table~~ ~~of Contents~~

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS AND RISK FACTORS

See the discussion of forward-looking statements and risk factors in Part I Item 1 and Item 1A of this report.

The following discussion and analysis of our financial condition and results of operations constitutes management's review of the factors that affected our financial and operating performance for the years ended December 31, ~~2020~~2022 and ~~2019.~~2021. This discussion should be read in conjunction with the consolidated financial statements and notes thereto contained elsewhere in this report. For a discussion of the year ended December 31, ~~2018,~~2020, including a comparison to the year ended December 31, ~~2019,~~2021, see Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, on Registrant's Annual Report on Form 10-K for the year ended December 31, ~~2019,~~2021, filed with the Securities and Exchange Commission on February ~~27, 2020.~~25, 2022.

EXECUTIVE OVERVIEW

~~Recent Developments – COVID-19~~Financial Performance

•

At this time, we are unable to predict the extent and magnitude of the negative impact on our business of the COVID-19 pandemic and related governmental reaction due to numerous uncertainties. To limit the impact of COVID-19 on our business operations, customers and associates, we have modified our operations to comply with multiple state-level proclamations and Centers for Disease Control and Prevention guidance and best practices by restricting travel, maintaining remote work programs for associates, restricting lobby access to stores and having customers bank by appointment, online, or via our mobile banking app, increasing facilities cleaning scope and frequency, and deploying resources for new programs such as the Payroll Protection Program. We have also addressed other customer needs during the pandemic by continuing to offer our Umpqua Go-To® application which offers customers and associates a safe and effective way to conduct banking.

We have increased our community support by allocating $3.0 million in grants and investments to organizations providing COVID-19 community relief and small business microloans, activating an associate 3:1 giving match to donations, and initiating virtual volunteerism opportunities. We enhanced associate benefits by introducing supplemental front line associate pay, providing a pandemic pay bank for associates needing additional paid time off due to COVID-19 impacts, and implementing flexible work rotations and remote work for higher-risk associates.

While we do not know and cannot quantify all of the specific impacts, the extent to which the COVID-19 pandemic impacts our business, results of operations, and financial condition, as well as our regulatory capital and liquidity ratios, continues to depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic; actions taken by governmental authorities and other third parties in response to the pandemic, including vaccinations; the effect on our customers, counterparties, employees and third party service providers; and the effect on the economy and markets.

We expect that the COVID-19 pandemic will continue to negatively impact the economy and our business including our results of operations and stock price. The federal government response to the COVID-19 pandemic has had a positive impact on our business, including our involvement in the PPP, as well as increased mortgage loan production fueled by the decline in interest rates, although these benefits may be short-term in nature and are offset by other impacts on the Bank in a prolonged low interest rate environment. The risks to our business are more fully described in Part I, item 1A "Risk Factors" of this Annual Report on Form 10-K. We are closely monitoring the impact of COVID-19 on all aspects of our business.

~~Table~~ ~~of Contents~~

~~Financial~~

~~Significant items~~Earnings per diluted common share were $1.55 for the year ended December 31, ~~2020 were as follows:~~

~~Financial Performance~~

•~~Net loss per diluted common share was $6.92~~2022, compared to $1.91 for the year ended December 31, ~~2020, compared to net income per diluted common share of $1.60~~2021. The decrease for the year ended December 31, ~~2019. The net loss for the year ended December 31, 2020, was due~~2022, as compared to the ~~goodwill impairment, increased provision for credit losses, as well as net interest margin compression, offset~~prior period, was driven by an increase in the provision for credit losses. Higher net interest income and lower non-interest ~~income.~~

•~~In March 2020, the Company recorded~~expense offset a ~~goodwill impairment of $1.8 billion. An interim goodwill impairment analysis was completed~~decrease in non-interest income due to ~~the~~a decline in ~~the economic environment, specifically the impact of significant decreases~~residential mortgage banking revenue and a fair value loss, captured in interest rates, declines in the Company's stock price, as well as estimated higher credit losses. The non-cash goodwill impairment recorded does not impact tangible equity or our regulatory capital ratios.other income, related to certain loans held for investment.

•Net interest income was ~~$882.5~~$1.1 billion for the year ended December 31, 2022, compared to $919.6 million for the year ended December 31, ~~2020,~~2021. The increase compared to ~~$920.6 million for the year ended December 31, 2019. The decrease in net interest income compared to the same period in~~ the prior year was primarily due to ~~lower yields on interest-earning assets~~an increase in interest income due to the rising interest rate ~~cuts by~~environment and higher average loan balances, with the ~~Federal Reserve,~~impact partially offset by ~~higher average earning asset balances~~an increase in interest expense due to the increased cost of interest on deposits and ~~lower cost of~~other interest-bearing liabilities.

•Net interest margin, on a tax equivalent basis, was ~~3.23%~~3.62% for the year ended December 31, ~~2020,~~2022, compared to ~~3.71%~~3.18% for the year ended December 31, ~~2019.~~2021. The decrease in net interest margin compared to the same period in the prior year was driven by lower yields on interest-earning assets, due to the interest rate cuts that the Federal Reserve instituted as a response to the COVID-19 pandemic. The decrease was partially offset by a reduction in the cost of interest-bearing liabilities asincrease is primarily a result of the ~~Company's management~~rising rate environment and a higher level of ~~the cost~~average loans as a percentage of ~~our funding sources.~~earning assets.

•Non-interest income was ~~$412.0~~$199.5 million for the year ended December 31, ~~2020,~~2022, compared to ~~$339.8~~$356.3 million for the year ended December 31, ~~2019. This increase~~2021. The decline was due primarily ~~driven by~~to the ~~increase~~$80.0 million decrease in residential mortgage banking ~~revenue. In 2019, we recorded a one-time gain~~revenue, as discussed below, and an increase in fair value loss on certain loans held for investment of ~~$81.9~~$61.5 million ~~from~~as compared to the ~~sale of Visa Inc. Class B common stock.~~prior period.

•Residential mortgage banking revenue was ~~$270.8~~$106.9 million for the year ended December 31, ~~2020,~~2022, compared to ~~$101.8~~$186.8 million for year ended December 31, ~~2019.~~2021. The ~~increase in residential mortgage banking revenue~~decrease was primarily ~~driven by an increase in originations in the current year due~~attributable to ~~elevated refinance demand from~~ lower ~~mortgage interest rates. Income~~revenue from the origination and sale of residential mortgages ~~increased by $203.8 million, as compared to the prior year,~~given lower volumes and gain on sale margins. The decrease was partially offset by ~~losses on the fair value~~a net write-up of the MSR asset, ~~due to increases~~though the favorable income impact was partially reduced by the loss on the MSR hedge that was put in ~~actual and projected prepayment speeds.~~

•place in mid-August 2022. For-sale mortgage closed loan volume ~~increased~~decreased by ~~116%~~61% in ~~2020,~~2022, as compared to ~~2019.~~2021. In addition, the gain on sale margin ~~increased~~decreased to ~~4.62%~~2.54%, for the year ended December 31, ~~2020,~~2022, as compared to ~~3.38% in 2019. The increase~~3.32% for the year ended December 31, 2021. Mortgages remain an important product for the Bank and for our customers and we remain committed to serving our communities; however, due to the current and projected market conditions, the Company is downsizing the scale of mortgage operations and expects a smaller impact on the financial statements in the ~~gain on sale margin was due to constrained industry capacity.~~future.

•Non-interest expense was ~~$2.5 billion for the year ended December 31, 2020, compared to $719.0~~$735.0 million for the year ended December 31, ~~2019. The increase in non-interest expense~~2022, compared to $760.5 million for the ~~same period in the prior~~ year ended December 31, 2021. The decrease was driven by ~~the $1.8 billion goodwill impairment that was recorded~~a reduction in ~~the first quarter. In addition,~~ salaries and employee benefits ~~expense increased~~of $39.6 million, due to ~~the significant~~a decrease in mortgage banking ~~activity, partially offset by decreases in other expenses as the Company limited travel and used remote collaboration tools.~~

•~~Total gross loans and leases were $21.8 billion as of December 31, 2020, an increase of $583.7 million, or 3%, compared to December 31, 2019. The increase in total loans was primarily due to the~~ production of PPP loans. Excluding PPP loan production, loan balances declined due to reduced origination activity in the current economic environment and a strategic decision to allocate a greater percentage of home lending production to LHFS.

related incentive pay.

Table of Contents

•~~The Company participates in the PPP, offering~~Total gross loans ~~to both customers~~ and ~~non-customers throughout our footprint. As~~leases were $26.2 billion as of December 31, ~~2020, the Company had approximately 14,800 PPP loans and~~2022, an increase of $3.6 billion, or 16%, compared to December 31, 2021. The increase is primarily due to an increase in commercial real estate balances of $1.8 billion, mostly within multifamily lending, and an increase in ~~PPP loans, with an average customer loan balance~~residential real estate balances of ~~$118,000. PPP loan balances will decline as customers complete the applicable loan forgiveness process through the Company and the SBA.~~$1.6 billion.

•Total deposits were ~~$24.6~~$27.1 billion as of December 31, ~~2020,~~2022, an increase of ~~$2.1 billion,~~$470.9 million, or ~~10%~~2%, from December 31, ~~2019.~~2021. This increase was due primarily to the growth in ~~non-interest~~time and interest bearing demand deposits ~~which was mainly attributable to an increase in commercial customers' non-interest bearing accounts to increase their liquidity position,~~of $901.6 million and ~~personal customers decreasing discretionary spending. This increase was partially offset by decreases in higher cost time deposits and commercial money market relationships.~~$305.5 million, respectively, as a result of the rising interest rate environment.

•Total consolidated assets were ~~$29.2~~$31.8 billion as of December 31, ~~2020,~~2022, compared to ~~$28.8~~$30.6 billion at December 31, ~~2019.~~2021. The increase was ~~mainly~~ due predominantly to ~~the~~an increase in loans ~~due to PPP loan production~~ and ~~an increase in on-balance sheet liquidity,~~leases during the period, offset by ~~the goodwill impairment recorded~~decreases in ~~the first quarter of 2020~~cash and ~~an increase in the allowance~~cash equivalents and available for ~~credit losses.~~sale securities.

Credit Quality

•Non-performing assets increased to ~~$69.2~~$58.8 million, or ~~0.24%~~0.18% of total assets, as of December 31, ~~2020,~~2022, compared to ~~$67.5~~$53.1 million, or ~~0.23%~~0.17% of total assets, as of December 31, ~~2019.~~2021. Non-performing loans were ~~$67.4~~$58.6 million, or ~~0.31%~~0.22% of total loans and leases, as of December 31, ~~2020,~~2022, compared to ~~$64.2~~$51.2 million, or ~~0.30%~~0.23% of total loans and leases, as of December 31, ~~2019.~~2021.

•The allowance for credit losses ~~on loans and leases~~ was ~~$328.4~~$315.4 million, as of December 31, ~~2020,~~2022, an increase of ~~$170.8~~$54.2 million, as compared to December 31, ~~2019.~~2021. The ~~reserve for unfunded commitments was $20.3 million, as of December 31, 2020, an~~ increase ~~of $15.2 million, as compared to December 31, 2019. The significant increases in the allowance for credit losses are~~is due to the ~~economic forecasts which reflect the rapidly changing economic environment as a result~~growth of the ~~COVID-19 pandemic, additional risk associated with payment deferrals, political uncertainty and unknown fiscal support anticipating a continued economic downturn,~~loan portfolio, as well as deterioration in the ~~implementation of CECL. The initial adjustment to~~economic forecasts used in the ~~allowance for~~ credit ~~losses, which includes the allowance for credit losses on loans and leases and the reserve for unfunded commitments, with the adoption of CECL as of January 1, 2020, was $53.2 million.~~models.

•The ~~provision for credit losses was $204.9 million for 2020. This was compared to~~Company had a provision for credit losses ~~(including the provision related to the reserve for unfunded commitments)~~ of ~~$73.1~~$84.0 million ~~for 2019. The increase~~ for the year ended December 31, ~~2020,~~2022, compared to ~~2019,~~a recapture of the provision for credit losses of $42.7 million in the prior period. The provision for credit losses in the current period was ~~attributable~~due to allowance requirements for new loan generation, loan mix changes, and changes to the economic forecasts ~~influenced by the COVID-19 pandemic~~ used in ~~the CECL calculation of the allowance for~~ credit ~~losses.~~models. As ~~an annualized~~a percentage of average outstanding loans and leases, the provision for credit losses for the year ended December 31, ~~2020~~2022 was ~~0.92%~~0.35%, as compared to ~~0.35%~~(0.19)% for the ~~same period in 2019.~~prior year.

Liquidity

•Total cash and cash equivalents was ~~$2.6~~$1.3 billion as of December 31, ~~2020, an increase~~2022, a decrease of ~~$1.2~~$1.5 billion from December 31, ~~2019.~~2021. The ~~increase~~decrease in cash and cash equivalents ~~reflects the Bank's current liquidity strategy to have an elevated on-balance sheet liquidity position to further enhance flexibility~~is due to an increase in loan production, which outpaced deposit generation for the ~~increased market volatility and uncertainty as a result of the COVID-19 pandemic.~~period.

Capital and Growth Initiatives

•In October 2021, Umpqua ~~launched "Next Gen 2.0" as~~and Columbia announced their Merger Agreement under which the two companies will combine in an all-stock transaction. On September 17, 2022, a ~~continuation~~Letter of ~~our initiative~~Agreement was entered into with the Department of Justice, which stipulates that in order to ~~modernize~~obtain regulatory approvals necessary to complete the ~~Bank. Like its predecessor,~~transaction, ten Columbia State Bank branches need to be divested. In January 2023, Columbia completed the ~~Next Gen 2.0 program includes initiatives~~divestiture of three of the ten branches to ~~grow revenue, invest in strategic areas for future growth, including technology and digital enhancements, and~~satisfy regulatory requirements. On October 25, 2022, Columbia received regulatory approval from the Board of Governors of the Federal Reserve System to ~~continue~~complete the proposed merger with Umpqua. The last remaining regulatory approval was received from the FDIC on January 9, 2023, conditioned upon completing the branch divestitures, which we expect to ~~advance operational excellence goals~~occur on February 24, 2023. The transaction is expected to ~~reduce operating costs and invest~~close after the ~~savings in strategic growth opportunities. We prioritize strategic investments~~close of business on February 28, 2023, subject to ~~grow the balance sheet, including key human digital initiatives to advance the customer experience, and gain market share.~~satisfaction of closing conditions.

~~Table~~ ~~of Contents~~

•The Company's total risk based capital was ~~15.6%~~13.7% and its Tier 1 common to risk weighted assets ratio was ~~12.3%~~11.0% as of December 31, ~~2020.~~2022. As of December 31, ~~2019,~~2021, the Company's total risk based ratio was ~~14.0%~~14.3% and its Tier 1 common to risk weighted assets ratio was ~~11.2%~~11.6%.

•The Company declared cash dividends of ~~$0.63~~$0.84 per common share during the year ended December 31, 2020. The Company shifted the timing of its dividend declarations from historical intra-quarter announcements to after quarterly earnings are finalized and applicable regulatory approval processes are complete. Accordingly, the fourth quarter 2020 dividend of $0.21 per common share was declared on February 1, 2021. In addition, we repurchased 331,000 shares of common stock during the year.2022.

~~SUMMARY OF~~ 37

Table of Contents

CRITICAL ACCOUNTING ~~POLICIES~~ ESTIMATES

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. The estimate that is particularly susceptible to significant change is the determination of the ACL.

The ~~SEC defines "critical accounting policies"~~consolidated financial statements are prepared in conformity with GAAP and follow general practices within the financial services industry, in which the Company operates. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as ~~those~~of the date of the financial statements; accordingly, as this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain estimates inherently have a greater reliance on the use of assumptions and judgments and, as such, have a greater possibility of producing results that ~~require application~~could be materially different than originally reported. Management believes the following estimate is both important to the portrayal of ~~management's most~~the Company's financial condition and results of operations and requires difficult, subjective or complex judgments ~~often as a result of the need to make estimates about the effect of matters that are inherently uncertain~~ and, ~~may change in future periods. Our significant accounting policies are described in Note 1 in the~~ ~~Notes to Consolidated Financial Statements~~ ~~in Item 8 of this report. Not all of our significant accounting policies require~~therefore, management ~~to make difficult, subjective or complex judgments or estimates. Management believes that~~considers the following ~~policies would~~to be ~~considered~~a critical ~~under the SEC's definition.~~ accounting estimate.

Allowance for Credit Losses ~~Policy~~

The Bank has established an Allowance for Credit Losses Committee, which is responsible for, among other things, regularly reviewing the ACL methodology, including allowance levels, and ensuring that it is designed and applied in accordance with generally accepted accounting principles. The Company's Audit and Compliance Committee provides board oversight of the ACL process and reviews ~~and approves~~ the ACL methodology on a quarterly basis.

CECL is not prescriptive in the methodology used to determine the expected credit loss estimate. Therefore, management has flexibility in selecting the methodology. However, the expected credit losses must be estimated over a financial asset's contractual term, adjusted for prepayments, utilizing quantitative and qualitative factors.

The estimate of current expected credit losses is based on relevant information about past events, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. Historical loss experience is the starting point for estimating expected credit losses. Adjustments are made to historical loss experience to reflect differences in asset-specific risk characteristics, such as underwriting standards, portfolio mix or asset terms, and differences in economic conditions – both current conditions and reasonable and supportable forecasts. When the Company is not able to make or obtain reasonable and supportable forecasts for the entire life of the financial asset, it has estimated expected credit losses for the remaining life after the forecasted period, using an approach that reverts to historical credit loss information.

~~The~~ Company utilizes complex models to obtain reasonable and supportable ~~forecasts; most~~forecasts of future economic conditions dependent upon specific macroeconomic variables related to each of the ~~models calculate two predictive metrics: the probability of default~~Company's loan and loss given default. The PD measures the probability that a loan will default within a given time horizon and primarily measures the adequacy of the debtor's cash flow as the primary source of repayment of the loan or lease. The LGD is the expected loss which would be realized presuming a default has occurred and primarily measures the value of the collateral or other secondary source of repayment related to the collateral.

lease portfolios. Loans and leases deemed to be collateral dependent, or loans deemed to be reasonably expected to become troubled debt restructured or are troubled debt restructured, are individually evaluated for loss based on the value of the underlying collateral or a discounted cash flow analysis.

The ~~Company considers various qualitative factors when determining the overall~~ adequacy of the ACL including changes within the portfolio, changes to Bank policies and processes, as well as external factors, which may result in qualitative overlays to the model results. Loss factors from the models, prepayment speeds, and qualitative factors are input into the Company's CECL accounting application which aggregates the information. The Company then uses two methods to calculate the current expected credit loss: 1) the discounted cash flow method, which is used for all loans except lines of credit and 2) the non-discounted cash flow method which is used for lines of credit due to the difficulty of calculating an effective interest rate when lines of credit have not yet been drawn on.

~~Table~~ ~~of Contents~~

The reserve for unfunded commitments is established to absorb inherent losses associated with our commitment to lend funds, such as with a letter or line of credit. The adequacy of the ACLLL and RUC are monitored on a regular basis and ~~are~~is based on management's evaluation of numerous factors, including: the CECL model outputs; quality of the current loan portfolio; the trend in the loan portfolio's risk ratings; current economic conditions; loan concentrations; loan growth rates; past-due and non-performing trends; evaluation of specific loss estimates for all significant problem loans; historical charge-off and recovery experience; and other pertinent information. As of December 31, 2022, the Bank used Moody's Analytics November consensus scenario to estimate the ACL. To assess the sensitivity in the ACL results and, when necessary, to inform qualitative adjustments, the Bank used a second scenario, Moody's Analytics November S2 scenario, that differs in terms of severity within the variables, both favorable and unfavorable. For additional information related to the Company's ACL, see Note 5 in the Notes to Consolidated Financial Statements in Item 8 of this report.

Because current economic conditions and forecasts can change and future events are inherently difficult to predict, the anticipated amount of estimated credit losses on loans, and therefore the appropriateness of the ACL, could change significantly. It is difficult to estimate how potential changes in any one economic factor or input might affect the overall allowance because a wide variety of factors and inputs are considered in estimating the allowance and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others. Management believes that the ACL was adequate as of December 31, ~~2020. There is, however, no assurance that future loan losses will not exceed the levels provided for in the ACL and could result in additional provision for loan and lease losses in future periods.~~

~~Residential Mortgage Servicing Rights~~

We have a significant investment in residential mortgage servicing rights. The Company determines its classes of servicing assets based on the asset type being serviced along with the methods used to manage the risk inherent in the servicing assets, which includes the market inputs used to value the servicing assets. The Company measures its residential mortgage servicing assets at fair value and reports changes in fair value through earnings. Fair value adjustments encompass market-driven valuation changes and the runoff in value that occurs from the passage of time, which are separately reported. Under the fair value method, the MSR is carried on the balance sheet at fair value and the changes in fair value are reported in earnings within residential mortgage banking revenue for the period in which the change occurs.

Retained mortgage servicing rights are measured at fair value as of the date of the related loan sale. We use quoted market prices when available. Subsequent fair value measurements are determined using a discounted cash flow model. In order to determine the fair value of the MSR, the present value of expected net future cash flows is estimated. Assumptions used include market discount rates, anticipated prepayment speeds, delinquency and foreclosure rates, and ancillary fee income net of servicing costs. This model is periodically validated by an independent model validation group. The model assumptions and the MSR fair value estimates are also compared to observable trades of similar portfolios as well as to MSR broker valuations and industry surveys, as available.

~~Valuation of Goodwill~~

Goodwill is not amortized but instead is periodically tested for impairment on an annual basis, or more frequently if events or circumstances, such as adverse changes in the business, indicate that there may be justification for conducting an interim test. Impairment testing is performed at the reporting unit level. The impairment analysis requires management to make subjective judgments. Events and factors that may significantly affect the estimates include, among others, competitive forces, customer behaviors and attrition, changes in revenue growth trends, cost structures, technology, changes in discount rates and specific industry and market conditions.

The Company performs its analysis of goodwill at the reporting unit level analyzing any factors that would impact the estimated fair value of the reporting unit compared to its carrying value. Goodwill is allocated between the reporting units of Wholesale Bank, Retail Bank, and Wealth Management. The Company first assesses qualitative factors to determine whether the existence of events and circumstances indicate that it is more likely than not that goodwill is impaired. If the qualitative assessment results indicate that it is more likely than not that the fair value of any reporting unit is less than its carrying amount, then the quantitative impairment test is performed. Various valuation methodologies are considered when completing the quantitative impairment test to determine the estimated fair value of the reporting unit which is then compared to its carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying amount, an impairment charge would be taken for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit.

The Company assessed goodwill for impairment at the interim date of March 31, 2020, due to events and circumstances indicating potential impairment. At that time, the Company recorded a goodwill impairment of $1.8 billion based on the results of the quantitative assessment. The goodwill impairment reduced the goodwill allocated to the Wholesale Bank and Retail Bank reporting units to zero. As of October 31, 2020, the Company completed its annual goodwill impairment analysis for the remaining $2.7 million, which is at the Wealth Management reporting unit, and determined that no impairment was indicated.2022.

3938

Table of Contents

~~Fair Value~~

A hierarchical disclosure framework associated with the level of pricing observability is utilized in measuring financial instruments at fair value. The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgment utilized in measuring fair value. Pricing observability is impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction. In developing our fair value measurements, we maximize the use of observable inputs and minimize the use of unobservable inputs.

RECENT ACCOUNTING PRONOUNCEMENTS

Information regarding Recent Accounting Pronouncements is included in Note 1 of the Notes to Consolidated Financial Statements in Item 8 below.

4039

Table of Contents

RESULTS OF OPERATIONS

~~For~~The Company reports two segments: Core Banking and Mortgage Banking, which aligns with how we manage the ~~year ended December 31, 2020,~~profitability of the Company ~~had a net loss~~and provides greater transparency into the financial contribution of ~~$1.5 billion, or $6.92 loss per diluted common share, compared~~mortgage banking activities.

The Core Banking segment includes all lines of business, except Mortgage Banking, including commercial, retail, private banking, as well as the operations, technology, and administrative functions of the Bank and Holding Company. The Mortgage Banking segment includes the revenue earned from the production and sale of residential real estate loans, the servicing income from our serviced loan portfolio, the quarterly changes in the MSR asset, the quarterly changes in the MSR hedge, and the specific expenses that are related to mortgage banking activities including variable commission expenses. Revenue and associated expenses related to residential real estate loans held for investment are included in the Core Banking segment as portfolio loans are primarily originated through the Bank's retail consumer (store) and private banking channels. Management periodically updates the allocation methods and assumptions within the current segment structure. Refer to the segment information footnote for additional detail of the segments' financial statements.

The Core Banking segment had net income of ~~$354.1~~$317.5 million ~~or $1.60 earnings per diluted common share~~ for the year ended December 31, ~~2019. The~~2022, compared to a net ~~loss~~income of $372.0 million for ~~2020 was attributable~~the year ended December 31, 2021. This decrease is due to ~~goodwill impairment of $1.8 billion,~~ an increase in provision for credit losses and ~~interest margin compression. The net loss was~~a decrease in non-interest income, partially offset by an increase in net interest income and a decrease in non-interest expense. The change in the provision is due to allowance requirements for new loan generation, loan mix changes, and changes to the economic forecasts used in credit models. The decrease in non-interest income ~~from increased residential mortgage banking revenue,~~was mainly due to ~~strong mortgage production and higher margins,~~a net fair value loss of $49.3 million for the year ended December 31, 2022, compared to a net fair value gain of $9.9 million for the same period in the prior year. The change in fair value, which is recorded in other income, was driven by ~~lower~~an increase in long-term interest rates ~~during the period. The goodwill impairment taken as of March 31, 2020, based~~and their effect on an interim impairment analysis triggered by the deterioration in the economic environment, resulting from the COVID-19 pandemic, specifically the reduction in interest rates, the increase in projected credit losses,fair value adjustments related to equity securities, swap derivatives, and ~~the decline in the Company's stock price.~~loans carried at fair value. The increase in net interest income, which reflects higher interest income that was partially offset by higher interest expense, is a result of higher interest rates and average balances during the ~~provision~~period, as well as a higher mix of average loans as a percentage of earning assets.

The Mortgage Banking segment had net income of $19.2 million for ~~credit losses is~~the year ended December 31, 2022, compared to net income of $48.3 million for the year ended December 31, 2021. The decrease was primarily due to lower revenue from the origination and sale of residential mortgages given lower volumes and gain on sale margins, and it was partially offset by a corresponding decrease in non-interest expense due to decreased incentives as originations have slowed due to rising interest rates. The variance was also impacted by a net increase in the fair value of the MSR asset for the year ended December 31, 2022, compared to a net decrease for the year ended December 31, 2021, though the favorable income impact was partially reduced by the loss on the MSR hedge that was put in place during the third quarter of 2022 to reduce net income volatility related to changes in fair value of MSR assets due to valuation inputs or assumptions. Origination revenue decreased from $157.8 million for the year ended December 31, 2021, to $46.7 million in the current period. The gain on sale margin decreased from 3.32% as of December 31, 2021, to 2.54% in the current period. Mortgages remain an important product for the bank and for our customers and we remain committed to serving our communities; however, due to the ~~COVID-19 pandemic influenced economic forecast used~~current and projected market conditions, the Company is downsizing the scale of mortgage operations and expects a smaller impact on the financial statements in the ~~calculation of the allowance for credit losses using CECL.~~future.

The following table presents the returns on average assets, average common shareholders' equity, and average tangible common shareholders' equity for the years ended December 31, ~~2020, 2019,~~2022, 2021, and ~~2018.~~2020. For each of the periods presented, the table includes the calculated ratios based on reported net income (loss) ~~income.~~. Our return on average common shareholders' equity ~~has historically been~~in 2020 were negatively impacted as the result of capital required to support goodwill. To the extent this performance metric is used to compare our historical performance with other financial institutions that dodid not have merger and acquisition-related intangible assets, we believe it is beneficial to also consider the return on average tangible common shareholders' equity. The return on average tangible common shareholders' equity is calculated by dividing net income (loss) ~~income~~ by average shareholders' common equity less average goodwill and intangible assets, net (excluding MSRs). The return on average tangible common shareholders' equity is considered a non-GAAP financial measure and should be viewed in conjunction with the return on average common shareholders' equity.

Table of Contents

Return on Average Assets, Common Shareholders' Equity and Tangible Common Shareholders' Equity

For the Years Ended December 31, ~~2020, 2019,~~2022, 2021, and ~~2018~~2020

(dollars in thousands) 2020 2019 2018
Return on average assets (5.22) % 1.27 % 1.21 %
Return on average common shareholders' equity (51.08) % 8.42 % 7.90 %
Return on average tangible common shareholders' equity (60.34) % 14.77 % 14.45 %
Calculation of average common tangible shareholders' equity:
Average common shareholders' equity $ 2,982,458 $ 4,206,380 $ 4,002,700
Less: average goodwill and other intangible assets, net (457,550) (1,808,879) (1,814,756)
Average tangible common shareholders' equity $ 2,524,908 $ 2,397,501 $ 2,187,944


(dollars in thousands)	2022			2021			2020
Return on average assets	1.09		%	1.39		%	(5.22)		%
Return on average common shareholders' equity	13.07		%	15.56		%	(51.08)		%
Return on average tangible common shareholders' equity	13.11		%	15.63		%	(60.34)		%
Calculation of average common tangible shareholders' equity:
Average common shareholders' equity	$	2,575,577		$	2,700,711		$	2,982,458
Less: average goodwill and other intangible assets, net	6,847			12,057			457,550
Average tangible common shareholders' equity	$	2,568,730		$	2,688,654		$	2,524,908

Additionally, management believes tangible common equity and the tangible common equity ratio are meaningful measures of capital adequacy. Umpqua believes the exclusion of certain intangible assets in the computation of tangible common equity and the tangible common equity ratio provides a meaningful base for period-to-period and company-to-company comparisons, which management believes will assist investors in analyzing the operating results and capital of the Company. Tangible common equity is calculated as total shareholders' equity ~~less preferred stock and~~ less goodwill and other intangible assets, net (excluding MSRs). In addition, 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 tangible~~Tangible common equity and the tangible common equity ratio isare considered a non-GAAP financial ~~measure~~measures and should be viewed in conjunction with ~~the~~ total shareholders' equity and the total shareholders' equity ratio.

~~Table~~ ~~of Contents~~

The following table provides a reconciliation of ending shareholders' equity (GAAP) to ending tangible common equity (non-GAAP), and ending assets (GAAP) to ending tangible assets (non-GAAP) as of December 31, ~~2020~~2022, and ~~2019:~~2021:


(dollars in thousands)	(dollars in thousands)	December 31, 2020			December 31, 2019			(dollars in thousands)	December 31, 2022			December 31, 2021
Total shareholders' equity	Total shareholders' equity	$	2,704,577		$	4,313,915		Total shareholders' equity	$	2,479,826		$	2,749,270
Subtract:	Subtract:							Subtract:
Goodwill		2,715			1,787,651

Other intangible assets, net	Other intangible assets, net	13,360			18,346			Other intangible assets, net	4,745			8,840
Tangible common shareholders' equity	Tangible common shareholders' equity	$	2,688,502		$	2,507,918		Tangible common shareholders' equity	$	2,475,081		$	2,740,430
Total assets	Total assets	$	29,235,175		$	28,846,809		Total assets	$	31,848,639		$	30,640,936
Subtract:	Subtract:							Subtract:
Goodwill		2,715			1,787,651

Other intangible assets, net	Other intangible assets, net	13,360			18,346			Other intangible assets, net	4,745			8,840
Tangible assets	Tangible assets	$	29,219,100		$	27,040,812		Tangible assets	$	31,843,894		$	30,632,096
Total shareholders' equity to total assets ratio								Total shareholders' equity to total assets ratio	7.79		%	8.97		%
Tangible common equity ratio	Tangible common equity ratio	9.20		%	9.27		%	Tangible common equity ratio	7.77		%	8.95		%

~~Table~~

•Merchant fee income represents fees earned by the Bank for card payment services provided to its merchant customers, which are outsourced by the Bank to a third party. Income is earned based on a revenue sharing agreement with the third party based on the dollar volume and number of ~~Contents~~transactions processed on a monthly basis.

•Brokerage revenue consists of brokerage revenue relates to third party revenue share agreements for commissions on brokerage services. Prior to the sale of Umpqua Investments, Inc. in 2021, advisory asset management fees were variable, since they were based on the underlying portfolio value, which is subject to market conditions and asset flows. Advisory asset management fees were recognized quarterly and were based on the portfolio values at the end of each quarter. Brokerage accounts were charged commissions at the time of a transaction and the commission schedule was based upon the type of security and quantity.

•Other non-interest income includes a variety of other revenue streams including residential mortgage banking, net revenue, security gains and losses, loan sales gain and losses, BOLI income revenue, swap revenue and miscellaneous consumer fees. These revenue streams are not in scope of revenue from contracts with customers guidance. Revenue is recognized when, or as, the performance obligation is satisfied. Inherent variability in the transaction price is not recognized until the uncertainty affecting the variability is resolved.

Income Taxes-Income taxes are accounted for using the asset and liability method. Under this method, a deferred tax asset or liability is determined based on the enacted tax rates which will be in effect when the differences between the financial statement carrying amounts and tax basis of existing assets and liabilities are expected to be reported in the Company's income tax returns. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established to reduce the net carrying amount of deferred tax assets if it is determined to be more likely than not, that all or some portion of the potential deferred tax asset will not be realized.

Deferred tax assets are recognized subject to management's judgment that realization is "more likely than not." Uncertain tax positions that meet the more likely than not recognition threshold are measured to determine the amount of benefit to recognize. An uncertain tax position is measured at the amount of benefit that management believes has a greater than 50% likelihood of realization upon settlement.

Table of Contents

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the DTA will or will not be realized. The Company's ultimate realization of the DTA is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Management considers the nature and amount of historical and projected future taxable income, the scheduled reversal of deferred tax assets and liabilities, and available tax planning strategies in making this assessment. The amount of deferred taxes recognized could be impacted by changes to any of these variables.

The Company earns Investment Tax Credits on certain equipment leases and uses the deferral method to account for these tax credits.Under this method, the Investment Tax Credits are recognized as a reduction of depreciation expense over the life of the asset.

Derivatives-The Bank enters into forward delivery contracts to sell residential mortgage loans or mortgage-backed securities to broker/dealers at specific prices and dates in order to hedge the interest rate risk in its portfolio of mortgage loans held for sale and its residential mortgage loan commitments. The commitments to originate mortgage loans held for sale and the related forward delivery contracts are considered derivatives. The Bank also executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are hedged by simultaneously entering into an offsetting interest rate swap that the Bank executes with a third party, such that the Bank minimizes its net risk exposure. The Bank also uses certain derivative financial instruments to offset changes in value of its MSR. These derivatives consist primarily of interest rate futures and forward settling mortgage-backed securities. The Company considers all free-standing derivatives as economic hedges and recognizes these derivatives as either assets or liabilities in the balance sheet, and requires measurement of those instruments at fair value through adjustments to current earnings. None of the Company's derivatives are designated as hedging instruments.

As of October 2020, the Company changed its valuation methodology to reflect changes made by central clearinghouses that changed the discounting methodology and interest calculation of cash margin from Overnight Index Swap to SOFR for cleared interest rate swaps. The changes in valuation methodology are applied prospectively as a change in accounting estimate and are immaterial to the Company's financial statements.

The fair value of the derivative residential mortgage loan commitments is estimated using the net present value of expected future cash flows. Assumptions used include pull-through rate assumption based on historical information, current mortgage interest rates, the stage of completion of the underlying application and underwriting process, direct origination costs yet to be incurred, the time remaining until the expiration of the derivative loan commitment, and the expected net future cash flows related to the associated servicing of the loan.

Operating Segments-~~Public~~-Public enterprises are required to report certain information about their operating segments in its financial statements. They are also required to report certain enterprise-wide information about the Company's products and services, its activities in different geographic areas, and its reliance on major customers. The basis for determining the Company's operating segments is the manner in which management operates the business. The Company reports ~~4 primary segments, which are also the Company's reporting units: Wholesale Bank, Wealth Management, Retail Bank,~~two segments: Core Banking and ~~Home Lending with the remainder as Corporate and other.~~Mortgage Banking.

Stock-Based Compensation-The Company recognizes expense in the income statement for the grant-date fair value of restricted stock ~~awards~~units issued to employees over the employees' requisite service period (generally the vesting period). An estimate of expected forfeitures is included in the calculation of stock-based compensation expense over the vesting period, and actual forfeitures are recognized when they occur. The fair value of the restricted stock ~~awards~~units is based on the Company's share price on the grant date. Unvested restricted stock units participate with common stock in any dividends declared but are only paid on the shares that ultimately vest. Restricted stock ~~awards~~units generally vest ratably over three years and are recognized as compensation expense over that same period of time.

~~Table~~ ~~of Contents~~

Certain restricted stock ~~awards~~units (performance share ~~awards)~~units) are subject to performance-based and market-based vesting criteria in addition to a requisite service period and cliff vest based on those conditions at the end of three years. At the time of vesting, the vested shares are entitled to receive cumulative dividends declared and paid during the three years. Compensation expense is recognized over the service period to the extent restricted stock ~~awards~~units are expected to vest. The fair value of the performance-based restricted stock ~~award~~unit grants is estimated as of the grant date using a Monte Carlo simulation pricing model.

Table of Contents

Earnings (Loss) per Common Share-Basic earnings ~~or loss~~(loss) per common share is computed by dividing net income ~~or loss~~(loss) by the weighted average number of common shares outstanding during the period. Diluted earnings ~~or loss~~(loss) per common share is computed in a similar manner, except that first the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares were issued using the treasury stock method. For all periods presented, unvested restricted stock ~~awards~~units are potentially dilutive instruments issued by the Company. Undistributed losses are not allocated to the nonvested stock-based payment awards as the holders are not contractually obligated to share in the losses of the Company.

Fair Value Measurements-~~Fair~~-Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There is a three-level hierarchy for disclosure of assets and liabilities measured or disclosed at fair value. The classification of assets and liabilities within the hierarchy is based on whether the inputs to the valuation methodology used for measurement are observable or unobservable. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect estimates about market data. In general, fair values determined by Level 1 inputs utilize quoted prices for identical assets or liabilities traded in active markets that the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted prices ~~included in Level 1~~ that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

~~Application of new accounting guidance~~

~~In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-13,~~ ~~Financial Instruments —Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~. CECL is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates but will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. ASC 326 requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization's portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, ASC 326 amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.

The adoption date for the Company was January 1, 2020. The guidance was applied on a modified retrospective basis with the cumulative effect of initially applying the amendments recognized in retained earnings at January 1, 2020. However, certain provisions of the guidance are only required to be applied on a prospective basis.

The Bank has elected to not include accrued interest when determining the amortized cost basis of an asset. Instead, the amortized cost basis of an asset is the combination of the balance, deferred fees and costs, and premium or discount. In addition, the Bank has elected to continue to present accrued interest as part of ~~Other Assets~~ on the consolidated balance sheets. The Bank has calculated an allowance for credit losses on accrued interest that is included with the accrued interest balance. The policies related to income recognition on non-accrual loans are outlined above.

~~Table~~ ~~of Contents~~

Upon adoption of CECL, the Company did not reassess whether loans previously accounted for as purchased credit impaired met the definition of a Purchased Credit-Deteriorated loan and therefore accounts for all such assets as PCD. The Company has elected not to retain the purchased credit impaired pools previously established. Instead, the loans will now be included within the appropriate class of financing receivables which have been established based on shared risk characteristics. Changes to the allowance after adoption are recorded through provision expense.

Based on the Bank's portfolio composition as of January 1, 2020, and the economic environment at that time, management recorded an initial estimate of the allowance for credit losses under CECL, which includes the allowance for credit losses on loans and leases of $207.6 million and the reserve for unfunded commitments of $8.3 million. The implementation of CECL resulted in a cumulative effect of an accounting change adjustment to retained earnings of $40.2 million.

The Company analyzed the portfolio segments and classes of financing receivables based on the implementation of CECL. There were no necessary changes in the portfolio segments or classes of financing receivables. The increase in the allowance by portfolio segment was as follows:

December 31, 2019 January 1, 2020
(in thousands) Allowance for Loan and Lease Losses Reserve for Unfunded Commitments Allowance for Credit Losses on Loans and Leases Reserve for Unfunded Commitments $ Increase (decrease) % Increase (decrease)
Commercial real estate, net $ 50,847 $ 534 $ 55,924 $ 4,564 $ 9,107 18 %
Commercial, net 73,820 2,539 117,829 2,052 43,522 57 %
Residential, net 24,714 149 26,813 1,416 3,366 14 %
Consumer & other, net 8,248 1,884 7,062 312 (2,758) (27) %
Total $ 157,629 $ 5,106 $ 207,628 $ 8,344 $ 53,237 33 %

~~The required financial statement disclosures for CECL are included in~~ ~~Note 5 - Allowance for Credit Losse~~s.

~~In August 2018, the FASB issued ASU No. 2018-13,~~ ~~Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement~~. This ASU was issued to improve the effectiveness of disclosures surrounding fair value measurements. The ASU removes numerous disclosures from Topic 820 including: transfers between level 1 and 2 of the fair value hierarchy, the policy for timing of transfers between levels, and the valuation process for level 3 fair value measurements. The ASU also modified and added disclosure requirements in regards to changes in unrealized gains and losses included in other comprehensive income, as well as the range and weighted average of unobservable inputs for level 3 fair value measurements. The Company adopted this ASU as of January 1, 2020, on a retrospective basis except certain provisions of the guidance which are only required to be applied on a prospective basis.

Recently Issued Accounting Pronouncements

~~In December 2019, the FASB issued ASU No. 2019-12,~~ ~~Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes~~. The ASU was issued in an effort to simplify accounting for income taxes by removing specific technical exceptions. Specifically, the guidance will remove the need for companies to analyze whether (1) the exception to the incremental approach for intra-period tax allocation, (2) exceptions to accounting for basis differences when there are ownership changes in foreign investments, and (3) the exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses apply in a given period. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company does not expect this ASU to have a material impact on the Company's consolidated financial statements.

~~Table~~ ~~of Contents~~

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU was issued to provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Inter-Bank Offered Rate or another reference rate expected to be discontinued. The last expedient is a one-time election to sell or transfer debt securities classified as held to maturity. The expedients are in effect from March 12, 2020, through December 31, 2022. The Company will be able to use the expedients in this guidance to manage through the transition away from LIBOR, specifically for our loan portfolio.

In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. The amendments in this Update are elective and apply to all entities that have derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. The amendments clarify certain optional expedients and exceptions in Topic 848 for contract modifications apply to derivatives that are affected by the discounting transition. In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. The ~~amendments are in effect~~amendment defers the sunset date of Topic 848 from ~~March 12, 2020, through~~ December 31, ~~2022. This~~2022 to December 31, 2024. The adoption of this ASU ~~does~~is not expected to have a material impact on the ~~Company's~~Company’s consolidated financial statements.

The Company has established an enterprise-wide LIBOR transition program which includes business strategy, product design and pricing strategy, instrument contract remediation, and systems and processes. The Company continues to use the expedients in this guidance to manage through the LIBOR transition, specifically for our loan portfolio.

Table of Contents

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this ASU improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The ASU specifies for all acquired revenue contracts regardless of their timing of payment (1) the circumstances in which the acquirer should recognize contract assets and contract liabilities that are acquired in a business combination and (2) how to measure those contract assets and contract liabilities. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The guidance is applicable and the Company will apply the amendments prospectively to business combinations occurring on or after the effective date. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The ASU addresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted CECL and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. As the Company has adopted CECL, ASU No. 2022-02 will be effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also update the disclosures for equity securities subject to contractual restrictions. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The amendment will be applied prospectively. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

Note 2 – Cash and Cash Equivalents

The Company had restricted cash included in cash and due from banks on the balance sheet of ~~$93.0~~$5.8 million and ~~$86.5~~$3.6 million as of December 31, ~~2020~~2022 and ~~2019,~~2021, respectively, relating mostly to collateral required on interest rate swaps as discussed in Note 19. At December 31, ~~2020~~2022 and ~~2019,~~2021, there was ~~$2.6~~$4.7 million and ~~$590,000,~~$400,000, respectively, in restricted cash included in interest bearing cash and temporary investments on the balance sheet, relating to collateral requirements for derivatives for mortgage banking activities.

Previously, the Bank was required to maintain an average reserve balance with the Federal Reserve Bank or maintain such reserve balance in the form of cash. The amount of required reserve balance at December 31, 2019 was approximately $145.6 million and was met by holding cash and maintaining an average balance with the Federal Reserve Bank. As of December 31, 2020, there is 0 longer a minimum required reserve.


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended:	December 31, ~~2020~~2022


Oregon			93-1261319
(State or other jurisdiction			(I.R.S. Employer Identification No.)
of incorporation or organization)			of incorporation or organization)


TITLE OF EACH CLASS	TRADING SYMBOL	NAME OF EXCHANGE
Common Stock	UMPQ	The ~~NASDAQ~~Nasdaq Global Select Market


GLOSSARY		3
PART I		56
	ITEM 1. BUSINESS	56
	ITEM 1A. RISK FACTORS	1820
	ITEM 1B. UNRESOLVED STAFF COMMENTS	3033
	ITEM 2. PROPERTIES	3033
	ITEM 3. LEGAL PROCEEDINGS	3033
	ITEM 4. MINE SAFETY DISCLOSURES	3033
PART II		3134
	ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	3134
	ITEM 6. ~~SELECTED FINANCIAL DATA~~RESERVED	3335
	ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3536
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6257
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	6763
	ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	~~134~~129
	ITEM 9A. CONTROLS AND PROCEDURES	~~134~~129
	ITEM 9B. OTHER INFORMATION	~~135~~130
	ITEM 9C . DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	130
PART III		~~136~~131
	ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	~~136~~131
	ITEM 11. EXECUTIVE COMPENSATION	~~136~~135
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	~~136~~155
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	~~137~~157
	ITEM 14. PRINCIPAL ACCOUNT AN TANT FEES AND SERVICES	~~137~~158
PART IV		~~138~~160
	ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	~~138~~160
	ITEM 16. FORM 10-K SUMMARY	~~138~~160
EXHIBIT INDEX		~~139~~161
SIGNATURES		~~142~~163


Oregon					Washington
County	Market Share		Market Rank	Number of Stores	County	Market Share		Market Rank	Number of Stores
Baker	30.5	%	1	1	Asotin	16.1	%	4	1
Benton	9.6	%	6	2	Benton	6.2	%	8	2
Clackamas	3.4	%	7	3	Clallam	7.6	%	4	2
Columbia	17.3	%	3	1	Clark	15.0	%	2	8
Coos	39.1	%	1	5	Douglas	20.0	%	2	1
Curry	46.5	%	1	2	Franklin	9.3	%	4	1
Deschutes	9.1	%	6	4	Grant	6.2	%	8	1
Douglas	68.7	%	1	8	Grays Harbor	7.7	%	4	1
Jackson	17.3	%	2	7	King	1.5	%	13	20
Josephine	18.4	%	2	3	Kittitas	12.8	%	4	2
Klamath	31.6	%	1	3	Klickitat	36.5	%	1	2
Lane	18.7	%	1	6	Lewis	13.0	%	2	1
Lincoln	7.1	%	6	1	Okanogan	24.0	%	2	2
Linn	15.3	%	3	3	Pierce	3.4	%	8	8
Malheur	19.5	%	2	1	Skamania	66.5	%	1	1
Marion	6.5	%	7	3	Snohomish	1.0	%	21	1
Multnomah	4.3	%	7	12	Spokane	11.3	%	2	7
Polk	6.8	%	6	1	Thurston	2.7	%	12	3
Tillamook	30.4	%	2	1	Walla Walla	3.5	%	6	1
Umatilla	5.4	%	6	2	Whatcom	3.6	%	11	3
Union	20.9	%	2	2	Whitman	4.8	%	8	1
Wallowa	25.9	%	2	1
Washington	7.3	%	5	6
Yamhill	2.6	%	9	1


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			for the transition period from to .


California	California					Idaho					California					Idaho
County	County	Market Share		Market Rank	Number of Stores	County	Market Share		Market Rank	Number of Stores	County	Market Share		Market Rank	Number of Stores	County	Market Share		Market Rank	Number of Stores
Amador		4.5	%	7	1	Ada	0.5	%	17	2
Butte	Butte	2.5	%	10	1	Benewah	21.3	%	2	1	Butte	2	%	11	1	Ada	1	%	18	2
Calaveras	Calaveras	26.7	%	2	3	Idaho	41.2	%	1	1	Calaveras	27	%	2	3	Benewah	18	%	3	1
Colusa	Colusa	31.4	%	1	2	Kootenai	2.3	%	9	2	Colusa	31	%	1	2	Idaho	42	%	1	1
Contra Costa	Contra Costa	0.4	%	18	3	Latah	26.1	%	1	2	Contra Costa	—	%	17	3	Kootenai	2	%	9	2
El Dorado	El Dorado	5.7	%	6	3	Nez Perce	16.3	%	3	1	El Dorado	6	%	6	3	Latah	23	%	2	1
Glenn	Glenn	29.2	%	2	2	Valley	29.2	%	3	2	Glenn	26	%	2	2	Nez Perce	17	%	3	1
Humboldt	Humboldt	26.9	%	1	5						Humboldt	23	%	1	5	Valley	26	%	3	2
Lake	Lake	23.4	%	2	2	Nevada					Lake	22	%	2	2
Los Angeles	Los Angeles	0.1	%	42	2	Washoe	3.7	%	7	4	Los Angeles	—	%	67	1	Nevada
Marin	Marin	1.6	%	11	2						Marin	1	%	11	2	Washoe	4	%	7	3
Mendocino	Mendocino	4.6	%	6	1						Mendocino	4	%	6	1
Napa	Napa	7.8	%	4	4						Napa	8	%	5	3
Orange	Orange	0.2	%	41	1						Orange	—	%	31	1
Placer	Placer	4.3	%	8	4						Placer	5	%	5	4
Sacramento	Sacramento	0.9	%	16	5						Sacramento	1	%	15	4
San Diego	San Diego	0.4	%	23	2						San Diego	—	%	44	1
San Francisco	San Francisco	0.2	%	15	3						San Francisco	—	%	26	1
San Joaquin		0.4	%	17	1

San Luis Obispo	San Luis Obispo	0.6	%	14	1						San Luis Obispo	1	%	14	1
Santa Clara	Santa Clara	0.0	%	33	1						Santa Clara	—	%	32	1
Shasta	Shasta	2.1	%	10	1						Shasta	2	%	10	1
Solano	Solano	3.2	%	8	3						Solano	3	%	8	2
Sonoma	Sonoma	3.6	%	10	7						Sonoma	3	%	11	5
Stanislaus	Stanislaus	0.7	%	15	2						Stanislaus	—	%	15	1
Sutter	Sutter	9.3	%	6	1						Sutter	8	%	6	1
Tehama	Tehama	16.7	%	1	2						Tehama	15	%	3	2
Trinity		33.3	%	2	1
Tuolumne	Tuolumne	13.4	%	4	1						Tuolumne	11	%	4	1
Ventura		0.3	%	19	1
Yolo	Yolo	3.0	%	7	1						Yolo	2	%	7	1
Yuba	Yuba	24.9	%	3	2						Yuba	21	%	3	2


	Period Ending
	12/31/2015	12/31/2016	12/31/2017	12/31/2018	12/31/2019	12/31/2020
Umpqua Holdings Corporation	$100.00	$122.90	$141.05	$112.36	$131.45	$118.47
NASDAQ U.S.	$100.00	$108.97	$141.36	$137.39	$187.87	$272.51
S&P 500	$100.00	$111.95	$136.38	$130.39	$171.44	$202.96
NASDAQ Bank	$100.00	$137.97	$145.50	$121.96	$151.69	$140.31


(in thousands, except per share data)	2020		2019		2018		2017		2016
Interest income	$	1,012,627	$	1,131,076	$	1,067,149	$	943,901	$	904,163
Interest expense	130,108		210,442		128,510		78,216		66,051
Net interest income	882,519		920,634		938,639		865,685		838,112
Provision for credit losses	204,861		72,515		55,905		47,254		41,674
Non-interest income	412,009		339,824		279,417		278,487		301,728
Non-interest expense (1)	2,546,087		719,040		739,465		747,875		737,155
(Loss) income before provision for income taxes	(1,456,420)		468,903		422,686		349,043		361,011
Provision for income taxes	67,000		114,808		106,423		106,730		130,943
Net (loss) income	$	(1,523,420)	$	354,095	$	316,263	$	242,313	$	230,068

YEAR END
Assets	$	29,235,175	$	28,846,809	$	26,939,781	$	25,680,447	$	24,771,406
Earning assets	27,808,889		25,633,843		23,959,168		22,707,469		21,707,267
Loans and leases (2)	21,779,367		21,195,684		20,422,666		19,019,192		17,440,583
Deposits	24,622,201		22,481,504		21,137,486		19,948,300		19,020,985
Borrowings	771,482		906,635		751,788		802,357		852,397
Junior subordinated debentures, at fair value	255,217		274,812		300,870		277,155		262,209
Junior subordinated debentures, at amortized cost	88,268		88,496		88,724		100,609		100,931
Total shareholders' equity	2,704,577		4,313,915		4,056,442		3,969,367		3,875,082
Common shares outstanding	220,226		220,229		220,255		220,149		220,177

AVERAGE
Assets	$	29,211,733	$	27,971,844	$	26,210,933	$	25,074,144	$	24,079,753
Earning assets	27,344,492		24,843,425		23,309,013		22,112,828		20,943,045
Loans and leases (2)	22,082,359		20,889,769		19,562,369		18,169,449		17,190,625
Deposits	24,104,360		21,804,035		20,519,609		19,351,738		18,347,451
Borrowings	1,014,240		896,681		785,593		846,542		897,050
Junior subordinated debentures	325,633		373,253		370,518		365,196		359,003
Total shareholders' equity	2,982,458		4,206,380		4,002,700		3,929,566		3,856,890
Basic common shares outstanding	220,218		220,339		220,280		220,251		220,282
Diluted common shares outstanding	220,218		220,650		220,737		220,836		220,908

PER COMMON SHARE DATA
Basic earnings	$	(6.92)	$	1.61	$	1.44	$	1.10	$	1.04
Diluted earnings	(6.92)		1.60		1.43		1.10		1.04
Book value	12.28		19.59		18.42		18.03		17.60
Tangible book value (3)	12.21		11.39		10.19		9.77		9.31
Cash dividends declared	0.63		0.84		0.82		0.68		0.64


		2020 compared to 2019						2019 compared to 2018							2022 compared to 2021						2021 compared to 2020
		Increase (decrease) in interest income and expense due to changes in						Increase (decrease) in interest income and expense due to changes in							Increase (decrease) in interest income and expense due to changes in						Increase (decrease) in interest income and expense due to changes in
(in thousands)	(in thousands)	Volume		Rate		Total		Volume		Rate		Total		(in thousands)	Volume		Rate		Total		Volume		Rate		Total
Interest-earning assets:	Interest-earning assets:													Interest-earning assets:
Loans held for sale	Loans held for sale	$	10,932	$	(4,900)	$	6,032	$	555	$	(553)	$	2	Loans held for sale	$	(10,935)	$	4,598	$	(6,337)	$	(2,854)	$	(2,506)	$	(5,360)
Loans and leases	Loans and leases	56,730		(162,400)		(105,670)		65,707		13,254		78,961		Loans and leases	97,290		68,790		166,080		(6,587)		(48,977)		(55,564)
Taxable securities	Taxable securities	1,988		(10,053)		(8,065)		(795)		(18,788)		(19,583)		Taxable securities	422		10,563		10,985		9,683		1,680		11,363
Non-taxable securities (1)	Non-taxable securities (1)	(779)		(692)		(1,471)		(633)		(712)		(1,345)		Non-taxable securities (1)	(959)		170		(789)		251		(293)		(42)
Temporary investments and interest bearing deposits	Temporary investments and interest bearing deposits	9,197		(18,638)		(9,441)		4,949		566		5,515		Temporary investments and interest bearing deposits	(2,612)		18,454		15,842		2,544		(3,419)		(875)
Total interest-earning assets(1)	Total interest-earning assets(1)	78,068		(196,683)		(118,615)		69,783		(6,233)		63,550		Total interest-earning assets (1)	83,206		102,575		185,781		3,037		(53,515)		(50,478)
Interest-bearing liabilities:	Interest-bearing liabilities:													Interest-bearing liabilities:
Interest bearing demand	Interest bearing demand	1,723		(8,051)		(6,328)		107		4,258		4,365		Interest bearing demand	255		6,065		6,320		1,188		(5,035)		(3,847)
Money market	Money market	3,573		(40,395)		(36,822)		1,354		27,680		29,034		Money market	(57)		20,508		20,451		1,122		(14,969)		(13,847)
Savings	Savings	239		(1,184)		(945)		(5)		395		390		Savings	73		78		151		202		(274)		(72)
Time deposits	Time deposits	(12,228)		(11,418)		(23,646)		16,425		25,042		41,467		Time deposits	(3,648)		(2,230)		(5,878)		(23,993)		(31,290)		(55,283)
Repurchase agreements and federal funds	Repurchase agreements and federal funds	30		(1,356)		(1,326)		403		1,183		1,586		Repurchase agreements and federal funds	348		369		717		146		(632)		(486)
Borrowings	Borrowings	2,093		(5,736)		(3,643)		2,055		1,905		3,960		Borrowings	508		5,574		6,082		(11,810)		727		(11,083)
Junior subordinated debentures	Junior subordinated debentures	(2,673)		(4,951)		(7,624)		161		969		1,130		Junior subordinated debentures	1,066		6,696		7,762		1,851		(4,945)		(3,094)
Total interest-bearing liabilities	Total interest-bearing liabilities	(7,243)		(73,091)		(80,334)		20,500		61,432		81,932		Total interest-bearing liabilities	(1,455)		37,060		35,605		(31,294)		(56,418)		(87,712)
Net increase (decrease) in net interest income (1)		$	85,311	$	(123,592)	$	(38,281)	$	49,283	$	(67,665)	$	(18,382)
Net increase in net interest income (1)														Net increase in net interest income (1)	$	84,661	$	65,515	$	150,176	$	34,331	$	2,903	$	37,234


(dollars in thousands)	Amortized Cost		Fair Value		Average Yield (1)
U.S. treasury and agencies
One year or less	$	—	$	—	—	%
One to five years	81,446		88,735		2.16	%
Five to ten years	596,083		649,876		2.07	%
Over ten years	20,714		23,591		2.60	%
Total U.S. treasury and agencies	698,243		762,202		2.09	%
Obligations of states and political subdivisions
One year or less	23,944		24,229		4.24	%
One to five years	127,751		135,848		3.26	%
Five to ten years	104,722		111,547		2.94	%
Over ten years	7,129		7,887		4.14	%
Total obligations of states and political subdivisions	263,546		279,511		3.24	%
Other Securities
Residential mortgage-backed securities and collateralized mortgage obligations	1,842,745		1,894,728		1.99	%
Total debt securities	$	2,804,534	$	2,936,441	2.14	%


	By Maturity										Loans Over One Year by Rate Sensitivity
(in thousands)	One Year or Less		One Through Five Years		Five Through 15 Years		Over 15 Years		Total		Fixed Rate		Floating/Adjustable Rate
Commercial real estate	$	840,594	$	2,107,629	$	4,288,616	$	2,973,343	$	10,210,182	$	1,118,669	$	8,250,919
Commercial	$	1,672,214	$	3,874,255	$	741,802	$	55,586	$	6,343,857	$	3,748,820	$	922,823
Residential	$	6,037	$	12,122	$	98,094	$	4,891,717	$	5,007,970	$	1,549,826	$	3,452,107
Consumer & other	$	14,228	$	179,021	$	24,109	$	—	$	217,358	$	63,587	$	139,543


(dollars in thousands)	Number of PPP Loans	PPP Loan Balances		% of Total PPP Loans
Oregon	5,641	$	611,457	35	%
California	4,638	647,075		37	%
Washington	3,662	369,644		21	%
Idaho	360	44,686		2	%
Nevada	338	47,209		3	%
Other	164	30,140		2	%
Total, net of deferred fees and costs	14,803	$	1,750,211	100	%


	Loans with Deferrals or Forbearances
(dollars in thousands)	Number of Loans	Loan Balance Outstanding		% of Loan Portfolio
Commercial real estate
Non-owner occupied term, net	27	$	90,895	2.6	%
Owner occupied term, net	32	34,181		1.5	%
Multifamily, net	4	4,235		0.1	%
Construction & development, net	1	1,637		0.2	%

Commercial
Term, net	35	32,770		0.8	%
Lines of credit & other, net	6	245		—	%
Leases & equipment finance, net	750	25,382		1.7	%
Residential
Mortgage, net	1,039	337,925		8.7	%
Home equity loans & lines, net	46	5,180		0.5	%
Consumer & other, net	42	713		0.3	%
Total	1,982	$	533,163	2.4	%


	December 31, 2019			Impact of CECL adoption		2020 net charge-offs		Reserve build		December 31, 2020			% of Loan and Leases Outstanding
Commercial real estate	$	51,381		$	9,107	$	(400)	$	96,982	$	157,070		1.54	%
Commercial	76,359			43,522		(68,443)		101,616		153,054			2.41	%
Residential	24,863			3,366		1,341		55		29,625			0.59	%
Consumer	10,132			(2,758)		(3,600)		5,164		8,938			4.11	%
Total allowance for credit losses(1)	$	162,735		$	53,237	$	(71,102)	$	203,817	$	348,687		1.60	%
% of loans and leases outstanding	0.77		%							1.60		%


		2020						2019						2018							2022						2021						2020
(dollars in thousands)	(dollars in thousands)	Average Balance		Interest Income or Expense		Average Yields or Rates		Average Balance		Interest Income or Expense		Average Yields or Rates		Average Balance		Interest Income or Expense		Average Yields or Rates		(dollars in thousands)	Average Balance		Interest Income or Expense		Average Yields or Rates		Average Balance		Interest Income or Expense		Average Yields or Rates		Average Balance		Interest Income or Expense		Average Yields or Rates
INTEREST-EARNING ASSETS:	INTEREST-EARNING ASSETS:																			INTEREST-EARNING ASSETS:
Loans held for sale	Loans held for sale	$	588,058	$	20,509	3.49	%	$	299,560	$	14,477	4.83	%	$	288,288	$	14,475	5.02	%	Loans held for sale	$	208,141	$	8,812	4.23	%	$	500,070	$	15,149	3.03	%	$	588,058	$	20,509	3.49	%
Loans and leases (1)	Loans and leases (1)	22,082,359		930,930		4.22	%	20,889,769		1,036,600		4.96	%	19,562,369		957,639		4.90	%	Loans and leases (1)	24,225,518		1,041,446		4.29	%	21,925,108		875,366		3.99	%	22,082,359		930,930		4.22	%
Taxable securities	Taxable securities	2,796,581		50,354		1.80	%	2,701,821		58,419		2.16	%	2,729,950		78,002		2.86	%	Taxable securities	3,343,721		72,702		2.17	%	3,321,142		61,717		1.86	%	2,796,581		50,354		1.80	%
Non-taxable securities (2)	Non-taxable securities (2)	240,054		7,500		3.12	%	264,017		8,971		3.40	%	281,906		10,316		3.66	%	Non-taxable securities (2)	216,943		6,669		3.07	%	248,256		7,458		3.00	%	240,054		7,500		3.12	%
Temporary investments and interest-bearing deposits		1,637,440		4,739		0.29	%	688,258		14,180		2.06	%	446,500		8,665		1.94	%
Total interest earning assets		27,344,492		1,014,032		3.71	%	24,843,425		1,132,647		4.56	%	23,309,013		1,069,097		4.59	%
Temporary investments and interest-bearing cash																				Temporary investments and interest-bearing cash	1,561,808		19,706		1.26	%	2,936,273		3,864		0.13	%	1,637,440		4,739		0.29	%
Total interest earning assets (1), (2)																				Total interest earning assets (1), (2)	29,556,131		1,149,335		3.88	%	28,930,849		963,554		3.33	%	27,344,492		1,014,032		3.71	%
Other assets	Other assets	1,867,241						3,128,419						2,901,920						Other assets	1,261,265						1,336,523						1,867,241
Total assets	Total assets	$	29,211,733					$	27,971,844					$	26,210,933					Total assets	$	30,817,396					$	30,267,372					$	29,211,733
INTEREST-BEARING LIABILITIES:	INTEREST-BEARING LIABILITIES:																			INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits	Interest-bearing demand deposits	$	2,754,417	$	5,712	0.21	%	$	2,365,845	$	12,040	0.51	%	$	2,333,662	$	7,675	0.33	%	Interest-bearing demand deposits	$	3,886,390	$	8,185	0.21	%	$	3,462,035	$	1,865	0.05	%	$	2,754,417	$	5,712	0.21	%
Money market deposits	Money market deposits	7,193,470		19,811		0.28	%	6,740,502		56,633		0.84	%	6,438,175		27,599		0.43	%	Money market deposits	7,552,666		26,415		0.35	%	7,624,707		5,964		0.08	%	7,193,470		19,811		0.28	%
Savings deposits	Savings deposits	1,697,353		801		0.05	%	1,467,263		1,746		0.12	%	1,473,134		1,356		0.09	%	Savings deposits	2,411,448		880		0.04	%	2,200,608		729		0.03	%	1,697,353		801		0.05	%
Time deposits	Time deposits	3,882,684		73,876		1.90	%	4,483,818		97,522		2.17	%	3,575,526		56,055		1.57	%	Time deposits	1,743,988		12,715		0.73	%	2,217,464		18,593		0.84	%	3,882,684		73,876		1.90	%
Total interest-bearing deposits	Total interest-bearing deposits	15,527,924		100,200		0.65	%	15,057,428		167,941		1.12	%	13,820,497		92,685		0.67	%	Total interest-bearing deposits	15,594,492		48,195		0.31	%	15,504,814		27,151		0.18	%	15,527,924		100,200		0.65	%
Repurchase agreements and federal funds purchased	Repurchase agreements and federal funds purchased	370,091		766		0.21	%	319,723		2,092		0.65	%	287,767		506		0.18	%	Repurchase agreements and federal funds purchased	465,600		997		0.21	%	454,994		280		0.06	%	370,091		766		0.21	%
Borrowings	Borrowings	1,014,240		13,921		1.37	%	896,681		17,564		1.96	%	785,593		13,604		1.73	%	Borrowings	226,665		8,920		3.94	%	195,985		2,838		1.45	%	1,014,240		13,921		1.37	%
Junior subordinated debentures	Junior subordinated debentures	325,633		15,221		4.67	%	373,253		22,845		6.12	%	370,518		21,715		5.86	%	Junior subordinated debentures	399,568		19,889		4.98	%	369,259		12,127		3.28	%	325,633		15,221		4.67	%
Total interest-bearing liabilities	Total interest-bearing liabilities	17,237,888		130,108		0.75	%	16,647,085		210,442		1.26	%	15,264,375		128,510		0.84	%	Total interest-bearing liabilities	16,686,325		78,001		0.47	%	16,525,052		42,396		0.26	%	17,237,888		130,108		0.75	%
Non-interest-bearing deposits	Non-interest-bearing deposits	8,576,436						6,746,607						6,699,112						Non-interest-bearing deposits	11,053,921						10,669,531						8,576,436
Other liabilities	Other liabilities	414,951						371,772						244,746						Other liabilities	501,573						372,078						414,951
Total liabilities	Total liabilities	26,229,275						23,765,464						22,208,233						Total liabilities	28,241,819						27,566,661						26,229,275
Common equity	Common equity	2,982,458						4,206,380						4,002,700						Common equity	2,575,577						2,700,711						2,982,458
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	29,211,733					$	27,971,844					$	26,210,933					Total liabilities and shareholders' equity	$	30,817,396					$	30,267,372					$	29,211,733
NET INTEREST INCOME(2)	NET INTEREST INCOME(2)			$	883,924					$	922,205					$	940,587			NET INTEREST INCOME(2)			$	1,071,334					$	921,158					$	883,924
NET INTEREST SPREAD	NET INTEREST SPREAD					2.96	%					3.30	%					3.75	%	NET INTEREST SPREAD					3.41	%					3.07	%					2.96	%
NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)	NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)					3.23	%					3.71	%					4.04	%	NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)					3.62	%					3.18	%					3.23	%


	2020 compared to 2019
(dollars in thousands)	2020		2019		Change Amount		Change Percent
Salaries and employee benefits	$	479,247	$	420,373	$	58,874	14	%
Occupancy and equipment, net	151,650		144,236		7,414		5	%
Communications	11,843		14,583		(2,740)		(19)	%
Marketing	8,313		13,255		(4,942)		(37)	%
Services	46,640		54,111		(7,471)		(14)	%
FDIC assessments	12,516		11,233		1,283		11	%
Intangible amortization	4,986		5,618		(632)		(11)	%
Other expenses	45,956		55,631		(9,675)		(17)	%
Non-interest expense before goodwill impairment	761,151		719,040		42,111		6	%
Goodwill impairment	1,784,936		—		1,784,936		nm
Total non-interest expense	$	2,546,087	$	719,040	$	1,827,047	254	%
nm = not meaningful


	2022 compared to 2021
(dollars in thousands)	2022		2021		Change Amount		Change Percent
Salaries and employee benefits	$	441,226	$	480,820	$	(39,594)	(8)	%
Occupancy and equipment, net	138,451		137,546		905		1	%
Communications	10,429		11,564		(1,135)		(10)	%
Marketing	6,540		7,381		(841)		(11)	%
Services	51,323		48,800		2,523		5	%
FDIC assessments	13,964		9,238		4,726		51	%
Intangible amortization	4,095		4,520		(425)		(9)	%
Merger related expenses	17,356		15,183		2,173		14	%
Other expenses	51,566		45,404		6,162		14	%
Total non-interest expense	734,950		760,456		(25,506)		(3)	%


(dollars in thousands)	December 31, 2021			2022 net (charge-offs) recoveries		Reserve (release) build		December 31, 2022			% of loans and leases, net outstanding
Commercial real estate	$	107,536		$	248	$	(22,764)	$	85,020		0.65	%
Commercial	119,601			(30,044)		80,627		170,184			2.99	%
Residential	31,025			438		22,062		53,525			0.74	%
Consumer	3,017			(1,524)		5,134		6,627			4.29	%
Total allowance for credit losses	$	261,179		$	(30,882)	$	85,059	$	315,356		1.21	%
% of loans and leases, net outstanding	1.16		%					1.21		%


(in thousands)	Amount
Three months or less ~~(1)~~	$	~~402,559~~69,266
Over three months through six months	~~194,589~~51,936
Over six months through twelve months	~~270,118~~319,826
Over twelve months	~~177,206~~141,810
Uninsured deposits, greater than $250,000	$	~~1,044,472~~582,838


(in thousands)	Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years		Total
Deposits (1)	$	24,119,874	$	415,595	$	82,712	$	4,020	$	24,622,201
Borrowings	765,000		—		—		5,000		770,000
Junior subordinated debentures (2)	—		—		—		464,962		464,962
Operating leases	30,773		46,785		28,008		19,153		124,719
Other long-term liabilities (3)	3,520		6,924		6,261		35,452		52,157
Total contractual obligations	$	24,919,167	$	469,304	$	116,981	$	528,587	$	26,034,039


	By Estimated Cash Flow or Repricing Interval
(in thousands)	0-3 Months			4-12 Months			1-5 Years			Over 5 Years			Non-Rate Sensitive		Total
ASSETS
Interest bearing cash and temporary investments	$	2,202,962		$	—		$	—		$	—		$	—	$	2,202,962
Equity and other securities	—			—			65,000			1,959			16,118		83,077
Securities held to maturity	52			146			629			2,344			(137)		3,034
Securities available for sale	194,573			476,503			961,806			1,168,618			131,058		2,932,558
Loans held for sale	706,468			—			—			—			59,757		766,225
Loans and leases	8,986,305			4,160,678			7,643,810			1,381,288			(392,714)		21,779,367
Restricted equity securities	—			—			—			—			41,666		41,666
Non-interest earning assets	—			—			—			—			1,426,286		1,426,286
Total assets	$	12,090,360		$	4,637,327		$	8,671,245		$	2,554,209		$	1,282,034	$	29,235,175

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing demand deposits	$	3,051,487		$	—		$	—		$	—		$	—	$	3,051,487
Money market deposits	7,173,920			—			—			—			—		7,173,920
Savings deposits	1,912,752			—			—			—			—		1,912,752
Time deposits	867,016			1,484,457			495,875			3,921			—		2,851,269
Securities sold under agreements to repurchase	375,384			—			—			—			—		375,384
Borrowings	490,000			275,000			—			5,000			1,482		771,482
Junior subordinated debentures, at fair value	379,390			—			—			—			(124,173)		255,217
Junior subordinated debentures, at amortized cost	85,572			—			—			—			2,696		88,268
Non-interest bearing liabilities and shareholders' equity	—			—			—			—			12,755,396		12,755,396
Total liabilities and shareholders' equity	$	14,335,521		$	1,759,457		$	495,875		$	8,921		$	12,635,401	$	29,235,175

Interest rate sensitivity gap	$	(2,245,161)		$	2,877,870		$	8,175,370		$	2,545,288		$	(11,353,367)
Cumulative interest rate sensitivity gap	$	(2,245,161)		$	632,709		$	8,808,079		$	11,353,367		$	—
Cumulative gap as a % of earning assets	(8)		%	2		%	32		%	41		%


Deposit Repricing Betas During the Last Rising-Rate Cycle(1)
			Cost of Umpqua Deposits				Avg Non-Interest Bearing Deposits as % of Total
	Effective Fed Funds Target Rate (Daily Avg.)		Interest-Bearing		Total

Q3 2019	2.20	%	1.19	%	0.82	%	31.0	%
Q2 2019	2.40	%	1.16	%	0.81	%	30.3	%
Q3 2015	0.14	%	0.24	%	0.17	%	29.5	%
Variance: Peak (Peak value less Q3 2015)	+2.26%		+0.95%		+0.65%
Umpqua Beta (based on peak Umpqua deposit rate)(1)			42	%	29	%


Loan Repricing Detail(1),(2)					Loan Maturities at December 31, 2022
(in millions)	Q4 2022		%				<=6		7 to 12		13 to 24		25 to 36		37 to 59		60+
Fixed	$	8,981	34	%	(in millions)		Mos		Mos		Mos		Mos		Mos		Mos		Total
Prime	1,801		7	%	Fixed		$	1,441	$	113	$	336	$	542	$	1,243	$	5,306	$	8,981
1 Month	6,143		24	%	Floating		710		603		904		418		1,220		4,089		7,944
Floating	7,944		31	%	Adjustable		24		34		92		219		444		8,383		9,196
					Total		$	2,175	$	750	$	1,332	$	1,179	$	2,907	$	17,778	$	26,121
Prime	302		1	%
6 month	5,593		21	%
1 Year	1,226		5	%	Floors: Floating and Adjustable Rate Loans at December 31, 2022(3),(4)
3 Year	160		1	%	(in millions)	No Floor			At Floor				Above Floor				Total
5 Year	1,265		5	%	Floating	$5,024			$1				$2,919				$7,944
10 Year	650		2	%	Adjustable	1,211			82				7,903				9,196
Adjustable	9,196		35	%	Total	$6,235			$83				$10,822				$17,140
					% of Total	37%			0%				63%				100%
Total	$	26,121	100	%


As of December 31, 2022	Year 1		Year 2
Up 300 basis points	1.7	%	6.1	%
Up 200 basis points	1.1	%	4.2	%
Up 100 basis points	0.6	%	2.2	%
Down 100 basis points	(2.4)	%	(6.0)	%
Down 200 basis points	(5.1)	%	(12.9)	%
Down 300 basis points	(7.8)	%	(19.7)	%


		2020		2019
As of December 31,						As of December 31,	2022		2021
Up 300 basis points	Up 300 basis points	12.3	%	(1.0)	%	Up 300 basis points	(14.0)	%	0.3	%
Up 200 basis points	Up 200 basis points	10.0	%	0.4	%	Up 200 basis points	(9.4)	%	1.6	%
Up 100 basis points	Up 100 basis points	6.4	%	1.2	%	Up 100 basis points	(4.4)	%	1.9	%
Down 100 basis points	Down 100 basis points	0.7	%	(5.2)	%	Down 100 basis points	0.9	%	(5.3)	%
Down 200 basis points	Down 200 basis points	2.5	%	(12.2)	%	Down 200 basis points	0.1	%	0.4	%
Down 300 basis points	Down 300 basis points	2.5	%	(14.4)	%	Down 300 basis points	(2.5)	%	1.9	%


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
			Page
Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 34)			64
Consolidated Balance Sheets			67
Consolidated Statements of Operations			68
Consolidated Statements of Comprehensive Income			69
Consolidated Statements of Changes in Shareholders' Equity			70
Consolidated Statements of Cash Flow			71
Notes to Consolidated Financial Statements			73


(in thousands, except shares)	December 31, 2022		December 31, 2021
ASSETS
Cash and due from banks	$	327,313	$	222,015
Interest bearing cash and temporary investments	967,330		2,539,606
Total cash and cash equivalents	1,294,643		2,761,621
Investment securities
Equity and other, at fair value	72,959		81,214
Available for sale, at fair value	3,196,166		3,870,435
Held to maturity, at amortized cost	2,476		2,744
Loans held for sale, at fair value	71,647		353,105
Loans and leases (at fair value: $285,581 and $345,634)	26,155,981		22,553,180
Allowance for credit losses on loans and leases	(301,135)		(248,412)
Net loans and leases	25,854,846		22,304,768
Restricted equity securities	47,144		10,916
Premises and equipment, net	176,016		171,125
Operating lease right-of-use assets	78,598		82,366

Other intangible assets, net	4,745		8,840
Residential mortgage servicing rights, at fair value	185,017		123,615
Bank owned life insurance	331,759		327,745
Deferred tax asset, net	132,823		—
Other assets	399,800		542,442
Total assets	$	31,848,639	$	30,640,936
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest bearing	$	10,288,849	$	11,023,724
Interest bearing	16,776,763		15,570,961
Total deposits	27,065,612		26,594,685
Securities sold under agreements to repurchase	308,769		492,247
Borrowings	906,175		6,329
Junior subordinated debentures, at fair value	323,639		293,081
Junior subordinated debentures, at amortized cost	87,813		88,041
Operating lease liabilities	91,694		95,427
Deferred tax liability, net	—		4,353
Other liabilities	585,111		317,503
Total liabilities	29,368,813		27,891,666
COMMITMENTS AND CONTINGENCIES (NOTE 17)
SHAREHOLDERS' EQUITY
Common stock, no par value, shares authorized: 400,000,000 in 2022 and 2021; issued and outstanding: 217,054,317 in 2022 and 216,625,506 in 2021	3,450,493		3,444,849
Accumulated deficit	(543,803)		(697,338)
Accumulated other comprehensive (loss) income	(426,864)		1,759
Total shareholders' equity	2,479,826		2,749,270
Total liabilities and shareholders' equity	$	31,848,639	$	30,640,936


(in thousands, except per share amounts)	(in thousands, except per share amounts)	2020		2019		2018		(in thousands, except per share amounts)	2022		2021		2020
INTEREST INCOME	INTEREST INCOME							INTEREST INCOME
Interest and fees on loans and leases	Interest and fees on loans and leases	$	951,439	$	1,051,077	$	972,114	Interest and fees on loans and leases	$	1,050,258	$	890,515	$	951,439
Interest and dividends on investment securities:	Interest and dividends on investment securities:							Interest and dividends on investment securities:
Taxable	Taxable	47,739		56,150		76,014		Taxable	72,264		60,399		47,739
Exempt from federal income tax	Exempt from federal income tax	6,095		7,400		8,368		Exempt from federal income tax	5,351		5,947		6,095
Dividends	Dividends	2,615		2,269		1,988		Dividends	438		1,318		2,615
Interest on temporary investments and interest bearing deposits	Interest on temporary investments and interest bearing deposits	4,739		14,180		8,665		Interest on temporary investments and interest bearing deposits	19,706		3,864		4,739
Total interest income	Total interest income	1,012,627		1,131,076		1,067,149		Total interest income	1,148,017		962,043		1,012,627
INTEREST EXPENSE	INTEREST EXPENSE							INTEREST EXPENSE
Interest on deposits	Interest on deposits	100,200		167,941		92,685		Interest on deposits	48,195		27,151		100,200
Interest on securities sold under agreement to repurchase and federal funds purchased	Interest on securities sold under agreement to repurchase and federal funds purchased	766		2,092		506		Interest on securities sold under agreement to repurchase and federal funds purchased	997		280		766
Interest on borrowings	Interest on borrowings	13,921		17,564		13,604		Interest on borrowings	8,920		2,838		13,921
Interest on junior subordinated debentures	Interest on junior subordinated debentures	15,221		22,845		21,715		Interest on junior subordinated debentures	19,889		12,127		15,221
Total interest expense	Total interest expense	130,108		210,442		128,510		Total interest expense	78,001		42,396		130,108
Net interest income	Net interest income	882,519		920,634		938,639		Net interest income	1,070,016		919,647		882,519
PROVISION FOR CREDIT LOSSES		204,861		72,515		55,905
Net interest income after provision for credit losses		677,658		848,119		882,734
PROVISION (RECAPTURE) FOR CREDIT LOSSES								PROVISION (RECAPTURE) FOR CREDIT LOSSES	84,016		(42,651)		204,861
Net interest income after provision (recapture) for credit losses								Net interest income after provision (recapture) for credit losses	986,000		962,298		677,658
NON-INTEREST INCOME	NON-INTEREST INCOME							NON-INTEREST INCOME
Service charges on deposits	Service charges on deposits	58,561		64,514		62,124		Service charges on deposits	48,365		42,086		40,838
Card-based fees								Card-based fees	37,370		36,114		28,190
Brokerage revenue	Brokerage revenue	15,599		15,877		16,480		Brokerage revenue	90		5,112		15,599
Residential mortgage banking revenue, net	Residential mortgage banking revenue, net	270,822		101,810		118,235		Residential mortgage banking revenue, net	106,859		186,811		270,822
Gain (loss) on sale of debt securities, net		190		(7,184)		14
Gain (loss) on equity securities, net		769		83,475		(1,484)
Gain on sale of debt securities, net								Gain on sale of debt securities, net	2		8		190
(Loss) gain on equity securities, net								(Loss) gain on equity securities, net	(7,099)		(1,511)		769
Gain on loan and lease sales, net	Gain on loan and lease sales, net	6,707		10,467		7,834		Gain on loan and lease sales, net	6,696		15,715		6,707

BOLI income	BOLI income	8,399		8,406		8,297		BOLI income	8,253		8,302		8,399
Other income		50,962		62,459		67,917
Other (losses) income								Other (losses) income	(1,008)		63,681		40,495
Total non-interest income	Total non-interest income	412,009		339,824		279,417		Total non-interest income	199,528		356,318		412,009
NON-INTEREST EXPENSE	NON-INTEREST EXPENSE							NON-INTEREST EXPENSE
Salaries and employee benefits	Salaries and employee benefits	479,247		420,373		425,575		Salaries and employee benefits	441,226		480,820		479,247
Occupancy and equipment, net	Occupancy and equipment, net	151,650		144,236		148,724		Occupancy and equipment, net	138,451		137,546		151,650
Communications	Communications	11,843		14,583		17,233		Communications	10,429		11,564		11,843
Marketing	Marketing	8,313		13,255		11,313		Marketing	6,540		7,381		8,313
Services	Services	46,640		54,111		62,730		Services	51,323		48,800		46,640
FDIC assessments	FDIC assessments	12,516		11,233		16,094		FDIC assessments	13,964		9,238		12,516
Intangible amortization	Intangible amortization	4,986		5,618		6,166		Intangible amortization	4,095		4,520		4,986

Merger related expenses								Merger related expenses	17,356		15,183		—
Goodwill impairment	Goodwill impairment	1,784,936		0		0		Goodwill impairment	—		—		1,784,936
Other expenses	Other expenses	45,956		55,631		51,630		Other expenses	51,566		45,404		45,956
Total non-interest expense	Total non-interest expense	2,546,087		719,040		739,465		Total non-interest expense	734,950		760,456		2,546,087
(Loss) income before provision for income taxes		(1,456,420)		468,903		422,686
Income (loss) before provision for income taxes								Income (loss) before provision for income taxes	450,578		558,160		(1,456,420)
Provision for income taxes	Provision for income taxes	67,000		114,808		106,423		Provision for income taxes	113,826		137,860		67,000
Net (loss) income		$	(1,523,420)	$	354,095	$	316,263
(Loss) earnings per common share:
Net income (loss)								Net income (loss)	$	336,752	$	420,300	$	(1,523,420)
Earnings (loss) per common share:								Earnings (loss) per common share:
Basic	Basic	$	(6.92)	$	1.61	$	1.44	Basic	$	1.55	$	1.92	$	(6.92)
Diluted	Diluted	$	(6.92)	$	1.60	$	1.43	Diluted	$	1.55	$	1.91	$	(6.92)
Weighted average number of common shares outstanding:	Weighted average number of common shares outstanding:							Weighted average number of common shares outstanding:
Basic	Basic	220,218		220,339		220,280		Basic	216,980		219,032		220,218
Diluted	Diluted	220,218		220,650		220,737		Diluted	217,403		219,581		220,218


		Common Stock			Retained Earnings (Accumulated Deficit)				Accumulated Other Comprehensive Income (Loss)									Common Stock				Retained Earnings (Accumulated Deficit)				Accumulated Other Comprehensive Income (Loss)
(in thousands, except shares)	(in thousands, except shares)	Shares	Amount								Total		(in thousands, except shares)		Shares				Amount					Total
Balance at January 1, 2018		220,148,824	$	3,517,258			$	477,101			$	(24,992)				$	3,969,367
Net income					316,263								316,263
Other comprehensive loss, net of tax									(43,632)				(43,632)
Stock-based compensation			7,513										7,513
Stock repurchased and retired		(557,648)	(12,962)										(12,962)
Issuances of common stock under stock plans		663,863	1,065										1,065
Cash dividends on common stock ($0.82 per share)					(181,172)								(181,172)
Cumulative effect adjustment (1)					(9,710)				9,710				0
Balance at December 31, 2018		220,255,039	$	3,512,874	$	602,482			$	(58,914)			$	4,056,442

Balance at January 1, 2019		220,255,039	$	3,512,874	$	602,482			$	(58,914)			$	4,056,442
Net income					354,095								354,095
Other comprehensive income, net of tax									88,463				88,463
Stock-based compensation			8,373										8,373
Stock repurchased and retired		(415,403)	(7,268)										(7,268)
Issuances of common stock under stock plans		389,646	21										21
Cash dividends on common stock ($0.84 per share)					(185,967)								(185,967)
Cumulative effect adjustment (2)					(244)								(244)
Balance at December 31, 2019		220,229,282	$	3,514,000	$	770,366			$	29,549			$	4,313,915

Balance at January 1, 2020	Balance at January 1, 2020	220,229,282	$	3,514,000	$	770,366			$	29,549			$	4,313,915		Balance at January 1, 2020		220,229,282		$	3,514,000			$	770,366			$	29,549			$	4,313,915
Net loss	Net loss				(1,523,420)								(1,523,420)			Net loss						(1,523,420)								(1,523,420)
Other comprehensive income, net of tax	Other comprehensive income, net of tax								93,196				93,196			Other comprehensive income, net of tax										93,196				93,196
Stock-based compensation	Stock-based compensation		9,254										9,254			Stock-based compensation				9,254										9,254
Stock repurchased and retired	Stock repurchased and retired	(494,009)	(8,655)										(8,655)			Stock repurchased and retired		(494,009)		(8,655)										(8,655)
Issuances of common stock under stock plans	Issuances of common stock under stock plans	491,062	0										0			Issuances of common stock under stock plans		491,062		—										—
Cash dividends on common stock ($0.63 per share)	Cash dividends on common stock ($0.63 per share)				(139,532)								(139,532)			Cash dividends on common stock ($0.63 per share)						(139,532)								(139,532)
Cumulative effect adjustment (3)					(40,181)								(40,181)
Cumulative effect adjustment (1)																Cumulative effect adjustment (1)						(40,181)								(40,181)
Balance at December 31, 2020	Balance at December 31, 2020	220,226,335	$	3,514,599	$	(932,767)			$	122,745			$	2,704,577		Balance at December 31, 2020		220,226,335		$	3,514,599	$	(932,767)			$	122,745			$	2,704,577
Net income																Net income						420,300								420,300
Other comprehensive loss, net of tax																Other comprehensive loss, net of tax										(120,986)				(120,986)
Stock-based compensation																Stock-based compensation				10,906										10,906
Stock repurchased and retired																Stock repurchased and retired		(4,158,387)		(80,690)										(80,690)
Issuances of common stock under stock plans																Issuances of common stock under stock plans		557,558		34										34
Cash dividends on common stock ($0.84 per share)																Cash dividends on common stock ($0.84 per share)						(184,871)								(184,871)

Balance at December 31, 2021																Balance at December 31, 2021		216,625,506		$	3,444,849	$	(697,338)			$	1,759			$	2,749,270
Net income																Net income						336,752								336,752
Other comprehensive loss, net of tax																Other comprehensive loss, net of tax										(428,623)				(428,623)
Stock-based compensation																Stock-based compensation				9,753										9,753
Stock repurchased and retired																Stock repurchased and retired		(202,048)		(4,163)										(4,163)
Issuances of common stock under stock plans																Issuances of common stock under stock plans		630,859		54										54
Cash dividends on common stock ($0.84 per share)																Cash dividends on common stock ($0.84 per share)						(183,217)								(183,217)

Balance at December 31, 2022																Balance at December 31, 2022		217,054,317		$	3,450,493	$	(543,803)			$	(426,864)			$	2,479,826


UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Continued) For the Years Ended December 31, 2020, 2019 and 2018
UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Continued) For the Years Ended December 31, 2022, 2021, and 2020								UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Continued) For the Years Ended December 31, 2022, 2021, and 2020

(in thousands)	(in thousands)	2020		2019		2018		(in thousands)	2022		2021		2020
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:							CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposit liabilities	Net increase in deposit liabilities	$	2,341,319	$	1,393,940	$	1,226,507	Net increase in deposit liabilities	$	470,945	$	1,972,519	$	2,341,319
Net increase in securities sold under agreements to repurchase		64,076		14,157		2,852
Net (decrease) increase in securities sold under agreements to repurchase								Net (decrease) increase in securities sold under agreements to repurchase	(183,478)		116,863		64,076
Proceeds from borrowings	Proceeds from borrowings	600,000		940,670		100,000		Proceeds from borrowings	1,650,000		—		600,000
Repayment of borrowings	Repayment of borrowings	(735,000)		(785,670)		(150,652)		Repayment of borrowings	(750,000)		(765,000)		(735,000)
Repayment of junior subordinated debentures at amortized cost		0		0		(10,598)

Net proceeds from issuance of common stock								Net proceeds from issuance of common stock	54		34		—
Dividends paid on common stock	Dividends paid on common stock	(184,978)		(185,101)		(173,914)		Dividends paid on common stock	(182,273)		(183,734)		(184,978)
Proceeds from stock options exercised		0		21		1,065

Repurchase and retirement of common stock	Repurchase and retirement of common stock	(8,655)		(7,268)		(12,962)		Repurchase and retirement of common stock	(4,163)		(80,690)		(8,655)
Net cash provided by financing activities	Net cash provided by financing activities	2,076,762		1,370,749		982,298		Net cash provided by financing activities	1,001,085		1,059,992		2,076,762
Net increase (decrease) in cash and cash equivalents		1,210,425		740,119		(11,643)
Net (decrease) increase in cash and cash equivalents								Net (decrease) increase in cash and cash equivalents	(1,466,978)		188,440		1,210,425
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	1,362,756		622,637		634,280		Cash and cash equivalents, beginning of period	2,761,621		2,573,181		1,362,756
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	2,573,181	$	1,362,756	$	622,637	Cash and cash equivalents, end of period	$	1,294,643	$	2,761,621	$	2,573,181

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:							SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:	Cash paid during the period for:							Cash paid during the period for:
Interest	Interest	$	136,018	$	209,526	$	124,333	Interest	$	71,209	$	42,820	$	136,018
Income taxes	Income taxes	$	130,228	$	129,616	$	71,985	Income taxes	$	71,804	$	105,119	$	130,228
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:	SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:							SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Change in unrealized gains and losses on investment securities available for sale, net of taxes	Change in unrealized gains and losses on investment securities available for sale, net of taxes	$	79,200	$	69,238	$	(26,304)	Change in unrealized gains and losses on investment securities available for sale, net of taxes	$	(407,199)	$	(92,834)	$	79,200

Change in unrealized gains and losses on junior subordinated debentures carried at fair value, net of taxes	Change in unrealized gains and losses on junior subordinated debentures carried at fair value, net of taxes	$	13,996	$	19,225	$	(17,328)	Change in unrealized gains and losses on junior subordinated debentures carried at fair value, net of taxes	$	(21,424)	$	(28,152)	$	13,996
Cumulative effect adjustment to retained earnings	Cumulative effect adjustment to retained earnings	$	40,181	$	244	$	9,710	Cumulative effect adjustment to retained earnings	$	—	$	—	$	40,181
Cash dividend declared on common stock and payable after period-end		$	0	$	46,248	$	46,254

Transfer of loans to loans held for sale	Transfer of loans to loans held for sale	78,146		0		0		Transfer of loans to loans held for sale	$	—	$	—	$	78,146
Transfer of loans held for sale to loans								Transfer of loans held for sale to loans	$	25,057	$	315,887	$	—
Change in GNMA mortgage loans recognized due to repurchase option	Change in GNMA mortgage loans recognized due to repurchase option	$	(4,337)	$	(4,581)	$	(3,510)	Change in GNMA mortgage loans recognized due to repurchase option	$	6,618	$	—	$	(4,337)


	December 31, 2019				January 1, 2020
(in thousands)	Allowance for Loan and Lease Losses		Reserve for Unfunded Commitments		Allowance for Credit Losses on Loans and Leases		Reserve for Unfunded Commitments		$ Increase (decrease)		% Increase (decrease)
Commercial real estate, net	$	50,847	$	534	$	55,924	$	4,564	$	9,107	18	%
Commercial, net	73,820		2,539		117,829		2,052		43,522		57	%
Residential, net	24,714		149		26,813		1,416		3,366		14	%
Consumer & other, net	8,248		1,884		7,062		312		(2,758)		(27)	%
Total	$	157,629	$	5,106	$	207,628	$	8,344	$	53,237	33	%


(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Available for sale:
U.S. Treasury and agencies	$	698,243	$	64,271	$	(312)	$	762,202
Obligations of states and political subdivisions	263,546		15,996		(31)		279,511
Residential mortgage-backed securities and collateralized mortgage obligations	1,839,711		51,583		(449)		1,890,845
Total available for sale securities	$	2,801,500	$	131,850	$	(792)	$	2,932,558

Held to maturity:

Residential mortgage-backed securities and collateralized mortgage obligations	$	3,034	$	849	$	0	$	3,883
Total held to maturity securities	$	3,034	$	849	$	0	$	3,883


	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available for sale:
U.S. Treasury and agencies	$	29,493	$	312	$	0	$	0	$	29,493	$	312
Obligations of states and political subdivisions	4,357		31		0		0		4,357		31
Residential mortgage-backed securities and collateralized mortgage obligations	215,165		449		0		0		215,165		449
Total temporarily impaired securities	$	249,015	$	792	$	0	$	0	$	249,015	$	792


		Available For Sale				Held To Maturity					Available For Sale				Held To Maturity
(in thousands)	(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Amounts maturing in:
Due within one year	Due within one year	$	7,369	$	7,441	$	0	$	0	Due within one year	$	33,471	$	32,480	$	—	$	—
Due after one year through five years	Due after one year through five years	85,999		89,172		3		3		Due after one year through five years	445,988		418,027		4		4
Due after five years through ten years	Due after five years through ten years	892,947		963,994		10		10		Due after five years through ten years	924,518		824,988		3		3
Due after ten years	Due after ten years	1,815,185		1,871,951		3,021		3,870		Due after ten years	2,334,304		1,920,671		2,469		3,190
Total securities	Total securities	$	2,801,500	$	2,932,558	$	3,034	$	3,883	Total securities	$	3,738,281	$	3,196,166	$	2,476	$	3,197


(in thousands)
Year	Amount
2021	$	131,133
2022	95,102
2023	57,028
2024	33,444
2025	17,052
Thereafter	16,220
Total minimum lease payments receivable	$	349,979


~~(in thousands)~~
~~Unfunded loan and lease commitments:~~	~~Total~~
~~December 31, 2020~~	$	~~5,672,009~~
~~December 31, 2019~~	$	~~5,726,854~~


	December 31, 2019
(in thousands)	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		90+ Days and Accruing		Total Past Due		Non-Accrual		Current & Other (1)		Total Loans and Leases
Commercial real estate
Non-owner occupied term, net	$	0	$	0	$	121	$	121	$	2,920	$	3,542,525	$	3,545,566
Owner occupied term, net	975		470		1		1,446		4,600		2,490,042		2,496,088
Multifamily, net	0		0		0		0		0		3,514,774		3,514,774
Construction & development, net	0		0		0		0		0		678,740		678,740
Residential development, net	0		0		0		0		0		189,010		189,010
Commercial
Term, net	136		381		0		517		3,458		2,228,842		2,232,817
Lines of credit & other, net	3,548		376		36		3,960		767		1,207,666		1,212,393
Leases & equipment finance, net	10,685		11,176		3,086		24,947		14,499		1,426,043		1,465,489
Residential
Mortgage, net (2)	0		8,104		36,642		44,746		0		4,170,678		4,215,424
Home equity loans & lines, net	2,173		867		1,804		4,844		0		1,232,668		1,237,512
Consumer & other, net	2,043		948		615		3,606		0		404,265		407,871
Total, net of deferred fees and costs	$	19,560	$	22,322	$	42,305	$	84,187	$	26,244	$	21,085,253	$	21,195,684