Umpqua
Annual Report 2016

Plain-text annual report

DEAR SHAREHOLDER, 2016 was a strong year for Umpqua Holdings Corporation. In addition to accomplishing a successful leadership transition, the company completed the last of our major system conversions and strategically expanded our commercial bank capabilities into new markets while delivering solid financial results. First, a note about leadership transitions, which are one of the most important functions of an organization’s board of directors. Over the past year, Umpqua’s board implemented a smooth and successful process that emphasized continuity, evolution and a deep commitment to the company’s most valuable asset, our culture. With the board’s support and guidance, we each take on new roles this year with great confidence in the company’s future. Turning to the company’s financial performance, we’re pleased with the progress we made and the momentum we built during 2016, which resulted in strong growth in loans and deposits, stable credit quality, disciplined expense management and a healthy capital position. Excluding strategic loan sales, our teams grew loans and leases by eight percent and deposits by seven percent over the previous year. That included very strong growth in the commercial portfolio, including 30 percent growth in our lease and equipment finance business. In addition, we’re maintaining stellar credit quality, with non-performing assets of just 0.25 percent of the company’s total assets. The company once again ended 2016 well capitalized, which is an indicator of the prudent capital strategies we continue to pursue as we remain focused on delivering sustainable shareholder value. Last year, we were pleased to report an 11 percent increase in our tangible book value per common share after including the impact of our healthy dividend. It’s important to note the strength of this organization, financially and strategically. With the most significant bank integration in our history officially behind us, we can now look forward to fully leveraging what makes Umpqua unique: our brand, our culture and a renewed drive to revitalize our distinctive customer experience. As a $25 billion bank in some of the country’s fastest growing markets, with a culture built around serving our customers and communities, Umpqua is poised to generate strong organic growth. We believe that the standout companies of tomorrow will be those that combine human and digital capabilities in smart, thoughtful ways. As we look ahead, we’re confident Umpqua will be one of those organizations. As before, we’ll continue to invest in our customer experience and culture, while streamlining our operations in ways that benefit our customers and associates. We’ll also explore new technologies that will focus on delivering personalized banking for all…anytime, anywhere. In the near future, with our subsidiary Pivotus Ventures, we look forward to introducing a new digital banking experience that will allow customers to enjoy the same high level of personalized service found today in our bank stores. Our success last year and our promise this year are due to the incredible hard work and commitment of Umpqua’s 4,300 incredibly talented associates, who work tirelessly to bring our values, customer experience and culture to life. We share their commitment to delivering outstanding results for one another, and for our customers, communities and shareholders. Thank you for your investment and interest in Umpqua. Sincerely, Cort O’Haver President & CEO Raymond P. Davis Executive Chair This annual report includes forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risk and uncertainty and actual results could differ materially due to certain risk factors, including those set forth in the attached Form 10-K and our filings with the SEC. You should not place undue reliance on forward-looking statements. We make forward-looking statements about Pivotus Ventures, future organic growth and the introduction of new products and services. U M P Q U A H O L D I N G S C O R P O R A T I O N — A N N U A L R E P O R T 2 0 1 6 United States Securities and Exchange Commission Washington, D.C. 20549 FORM 10-K [ X ] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended: December 31, 2016 [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to . Commission File Number: 001-34624 Umpqua Holdings Corporation (Exact Name of Registrant as Specified in Its Charter) OREGON (State or Other Jurisdiction of Incorporation or Organization) 93-1261319 (I.R.S. Employer Identification Number) One SW Columbia Street, Suite 1200 Portland, Oregon 97258 (Address of Principal Executive Offices)(Zip Code) (503) 727-4100 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock Name of each exchange on which registered The NASDAQ Global Select Market Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ X ] Yes [ ] No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [ X ] No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ X ] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definitions of ‘‘large accelerated filer’’, ‘‘accelerated filer’’, and ‘‘smaller reporting company’’ in Rule 12b-2 of the Exchange Act. [ X ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ X ] No The aggregate market value of the voting common stock held by non-affiliates of the registrant as of June 30, 2016, based on the closing price on that date of $15.47 per share, and 218,945,453 shares held was $3,387,086,158. Indicate the number of shares outstanding for each of the issuer’s classes of common stock, as of the latest practical date: The number of shares of the Registrant’s common stock (no par value) outstanding as of January 31, 2017 was 220,247,016. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the 2017 Annual Meeting of Shareholders of Umpqua Holdings Corporation (‘‘Proxy Statement’’) are incorporated by reference in this Form 10-K in response to Part III, Items 10, 11, 12, 13 and 14. UMPQUA HOLDINGS CORPORATION FORM 10-K CROSS REFERENCE INDEX PART I ITEM 1. BUSINESS ITEM 1A. RISK FACTORS ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 2. ITEM 3. ITEM 4. MINE SAFETY DISCLOSURES PROPERTIES LEGAL PROCEEDINGS PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES SELECTED FINANCIAL DATA ITEM 6. ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES ITEM 9B. OTHER INFORMATION PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES SIGNATURES EXHIBIT INDEX 2 2 18 24 24 24 24 25 25 29 31 54 59 124 124 124 125 125 125 125 125 125 125 125 126 127 1 ITEM 1. BUSINESS. PART I In this Annual Report on Form 10-K, we refer to Umpqua Holdings Corporation as the ‘‘Company,’’ ‘‘Umpqua,’’ ‘‘we,’’ ‘‘us,’’ ‘‘our,’’ or similar references; to Sterling Financial Corporation as ‘‘Sterling’’; and to the merger of Sterling with and into Umpqua effective as of April 18, 2014, as the ‘‘Sterling merger’’ or the ‘‘Merger.’’ This Annual Report on Form 10-K contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbor for ‘‘forward-looking statements’’ provided by the Private Securities Litigation Reform Act of 1995. These statements may include statements that expressly or implicitly predict future results, performance or events. Statements other than statements of historical fact are forward-looking statements. You can find many of these statements by looking for words such as ‘‘could,’’ ‘‘may,’’ ‘‘anticipates,’’ ‘‘expects,’’ ‘‘believes,’’ ‘‘estimates’’ and ‘‘intends’’ and words or phrases of similar meaning. We make forward-looking statements regarding projected sources of funds and liquidity; availability of acquisition and growth opportunities; dividends; adequacy of our allowance for loan and lease losses, reserve for unfunded commitments and provision for loan and lease losses; performance of troubled debt restructurings; our commercial real estate portfolio, its collectability and subsequent chargeoffs; resolution of non-accrual loans; litigation; Pivotus Ventures, Inc.; junior subordinated debentures; and the impact of Basel III on our capital. Forward-looking statements involve substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. There are many factors that could cause actual results to differ materially from those contemplated by these forward-looking statements. Risks and uncertainties that could cause our financial performance to differ materially from our goals, plans, expectations and projections expressed in forward-looking statements include those set forth in our filings with the Securities and Exchange Commission (‘‘SEC’’), Item 1A of this Annual Report on Form 10-K, and the following: (cid:129) our ability to attract new deposits and loans and leases; (cid:129) demand for financial services in our market areas; (cid:129) competitive market pricing factors; (cid:129) our ability to effectively develop and implement new technology; (cid:129) deterioration in economic conditions that could result in increased loan and lease losses; (cid:129) risks associated with concentrations in real estate related loans; (cid:129) market interest rate volatility; (cid:129) (cid:129) (cid:129) compression of our net interest margin; stability of funding sources and continued availability of borrowings; changes in legal or regulatory requirements or the results of regulatory examinations that could increase expenses or restrict growth; (cid:129) our ability to recruit and retain key management and staff; (cid:129) availability of, and competition for acquisition opportunities; (cid:129) (cid:129) risks associated with merger and acquisition integration; significant decline in the market value of the Company that could result in an impairment of goodwill; (cid:129) our ability to raise capital or incur debt on reasonable terms; (cid:129) (cid:129) (cid:129) (cid:129) regulatory limits on the Bank’s ability to pay dividends to the Company; the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act (‘‘Dodd-Frank Act’’) and other new legislation on the Company’s business operations, including our compliance costs, interest expense, and revenue; the impact of the ‘‘Basel III’’ capital rules issued by federal banking regulators (‘‘Basel III Rules’’); and competition, including from financial technology companies. 2 For a more detailed discussion of some of the risk factors, see the section entitled ‘‘Risk Factors’’ below. We do not intend to update any factors, except as required by SEC rules, or to publicly announce revisions to any of our forward-looking statements. Any forward-looking statement speaks only as of the date that such statement was made. You should consider any forward looking statements in light of this explanation, and we caution you about relying on forward-looking statements. Introduction Umpqua Holdings Corporation, an Oregon corporation, was formed as a bank holding company in March 1999. At that time, we acquired 100% of the outstanding shares of South Umpqua Bank, an Oregon state-chartered bank formed in 1953. We became a financial holding company in March 2000 under the provisions of the Gramm-Leach-Bliley Act of 1999 (‘‘GLB Act’’). Umpqua has two principal operating subsidiaries, Umpqua Bank (the ‘‘Bank’’) and Umpqua Investments, Inc. (‘‘Umpqua Investments’’). We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the SEC. You may obtain these reports, and any amendments, from the SEC’s website at www.sec.gov. You may obtain copies of these reports, and any amendments, through our website at www.umpquaholdingscorp.com. These reports are available through our website as soon as reasonably practicable after they are filed electronically with the SEC. General Background Headquartered in Roseburg, Oregon, Umpqua Bank is considered one of the most innovative community banks in the United States, recognized nationally and internationally for its unique company culture and customer experience strategy, which differentiate the Company from its competition. The Bank provides a broad range of banking, wealth management, mortgage and other financial services to corporate, institutional, and individual customers, and also has a wholly-owned subsidiary, Financial Pacific Leasing Inc., a commercial equipment leasing company. Umpqua Investments is a registered broker-dealer and registered investment advisor with offices in Oregon, Washington, and California, and also offers products and services through Umpqua Bank stores. The firm is one of the oldest investment companies in the Northwest and is actively engaged in the communities it serves. Umpqua Investments offers a full range of investment products and services including: stocks, fixed income securities (municipal, corporate, and government bonds, CDs, and money market instruments), mutual funds, annuities, options, retirement planning, advisory account services, goals based planning and insurance. In 2014, the Company completed its merger with Sterling, and the combined company’s banking operations joined together under the Umpqua Bank name and brand. In 2015, we formed Pivotus Ventures, Inc. as a subsidiary of Umpqua Holdings Corporation. Pivotus will use a startup dynamic and collaboration with other institutions to validate, develop, and test new bank platforms that could have a significant impact on the experience and economics of banking. We believe the collaborative model will enhance Pivotus’s ability to imagine and develop disruptive technologies, test them with a broad range of customers, and deliver them at scale. Along with its subsidiaries, the Company is subject to the regulations of state and federal agencies and undergoes regular examinations by these regulatory agencies. Business Strategy Umpqua Bank’s primary objective is to become the leading community-oriented financial services organization throughout the Western United States. The Sterling merger expanded Umpqua Bank’s footprint into Southern California, Eastern Washington, Eastern Oregon, and Idaho markets. We intend to continue to grow our assets and increase profitability and shareholder value by differentiating ourselves from competitors through the following strategies: Capitalize on Innovative Product Delivery System. Our philosophy has been to create a unique delivery model that transforms banking from a chore into an experience that’s both relevant to customers and highly differentiated from other financial institutions. With this approach in mind, in 1995 we introduced a bank store concept designed to reflect customer and community preferences and drive revenue growth by making the Bank’s products and services more tangible and 3 accessible. We’ve continued to evolve this model, introducing the next generation of our Neighborhood Store in the Capitol Hill area of Seattle, Washington, in 2010, and in 2013, rolling out the next generation of our flagship store in San Francisco. In 2016, a new flagship store was opened in downtown Spokane, Washington, replacing an older store with a traditional bank setup. Focus on Customer Experience. At every level of the Company, from the Board of Directors to our newest associates, and across all customer service delivery channels, we are focused on delivering an extraordinary customer experience. It’s an integral part of our culture, and we believe we are among the first banks to introduce a measurable quality service program. Under our Return on Quality or ROQ program, the performance of each sales associate and store is evaluated based on specific measurable factors, including reports by incognito ‘‘mystery shoppers’’ and customer surveys. Based on scores achieved, Umpqua’s ROQ program rewards both individual sales associates and store teams with financial incentives. Through such programs, we are able to measure the quality of the experience provided to our customers and maintain employee focus on quality customer service. Establish Strong Brand Awareness. As a financial services provider, we devote considerable resources to developing the ‘‘Umpqua Bank’’ brand. This is done through design strategy, marketing, merchandising, and delivery through our customer- facing channels, as well as through active public relations, social media and community based events and initiatives. From Bank-branded bags of custom roasted coffee beans and Umpqua-branded ice cream trucks, to educational seminars, in-store events and social giving campaigns, Umpqua’s goal is to engage our customers and communities in fresh and engaging ways. The unique look and feel of our stores and interactive displays help demonstrate our commitment to being an innovative, customer-friendly provider of financial products and services, and our active community engagement and investments stand out with commercial customers. Our brand activation approach is based on actions, not just advertising, and builds strong consumer awareness of our products and services. Use Technology to Retain and Expand Customer Base. As consumer preferences evolve with technological changes, our strategy remains consistent: deliver an extraordinary experience across all customer touchpoints. As a result, we continue to expand user-friendly, technology-based systems that reflect and complement the distinct customer experience the company is known for. We believe this positions Umpqua well to adapt quickly as customer use of physical and digital channels evolves. We offer technology-based services including remote deposit capture, online banking, bill pay and treasury services, mobile banking, voice response banking, automatic payroll deposit programs, advanced function ATMs, interactive product kiosks, and our web site. We believe the combination of physical and electronic banking services enhances our ability to attract a broader range of customers and wrap our value proposition across all channels. Increase Market Share in Existing Markets and Expand Into New Markets. As a result of our innovative retail product orientation, measurable quality service program, strong brand awareness, and distinct customer experience across all delivery channels, we believe there is significant potential to increase business with current customers, to attract new customers in our existing markets and continue entering new markets. In April 2014 we completed the largest acquisition in Umpqua’s history, merging with Sterling Financial Corporation. The Sterling acquisition was a strategic opportunity to enhance shareholder value through a transformative business combination. It allowed us to accelerate significantly our objective of creating something unique in the financial services industry: an organization that offers the products and expertise of a large bank but delivers them with the personal service and commitment of a community bank. As the landscape of the financial services industry is being reshaped by technological advances and the introduction of new digital customer delivery channels and technology-driven products and services, we believe the alignment of our physical and digital customer delivery channels is crucial in creating an exceptional customer experience. By doing so, we believe we can best serve our customers—anytime and anywhere—which will drive stronger growth, better customer retention, and create valuable fee and treasury management opportunities. During 2015, we focused on completing the integration of Sterling and realizing the financial benefits of the merger, as well as growing the combined bank and launching Pivotus Ventures, Inc. During 2016, we focused on expense discipline and adjusting the mix of the loan portfolio, entered new markets, expanded our product offerings, and enhanced the digital experience for our customers. Prudently Manage Capital. An important part of our strategy is to continue to manage capital prudently, and to employ excess capital in a thoughtful and opportunistic manner that improves shareholder returns. We accomplish this through 4 dividends, share repurchases, and pursuing strategic acquisitions, which could include technology-driven enterprises or banks and financial services companies in markets where we see growth potential. Marketing and Sales Our goal of increasing our share of financial services in our market areas is driven by a marketing, communications and sales strategy with the following key components: Integrated Marketing and Communications. Our comprehensive marketing and communications strategy aims to strengthen the Umpqua Bank brand and generate public awareness through innovative marketing and PR initiatives that stand out in our markets and our industry. The Bank has been recognized nationally for its use of new media and unique approach. From the Bank’s Local Spotlight program, ice cream trucks and social giving platform, to interactive initiatives like Made to Grow, Umpqua is leveraging both traditional and emerging media channels in new ways to advance the brand and create meaningful connections with consumers. Retail Store Concept. Being in the financial services business, we believe that the physical environment continues to play a critical role both in creating awareness of our brand and franchise, as well as in successfully providing the right products and services to our customers. Using a more retailer-oriented approach, we encourage existing and potential customers to come in to our physical locations. To that end, we’ve designed our physical locations to display financial services and products in ways that are highly tactile and engaging. Unlike many financial institutions, we encourage all in our communities to visit our stores, where they are greeted by well-trained associates and encouraged to browse our products and services. Our ‘‘Next Generation’’ store model includes features like free wireless, free use of laptop computers, open rooms with refrigerated beverages and innovative product packaging. The stores host a variety of after-hours events, from poetry readings and yoga classes to movie nights and seminars on how to build an art collection. To bring financial services to our customers in a cost-effective way, we introduced ‘‘Neighborhood Stores.’’ We build these stores in established neighborhoods and design them to be neighborhood hubs. These stand-alone, full-service stores are smaller and emphasize advanced technology. To strengthen brand recognition, all Neighborhood Stores are similar in appearance. In 2013, Umpqua Bank launched our flagship store in San Francisco which received international recognition as the Retail Design Institutes 2013 Store of the Year award, the first time in the organization’s history that a financial services institution received the award. Service Culture. We believe strongly that if we lead with a service culture, we will have more opportunity to provide our products and services and to create deeper customer relationships across all divisions, from retail to mortgage and commercial. Although a successful marketing program will attract customers to visit, a highly tuned service environment and well-trained associates are critical to selling products and services. Umpqua’s service culture has become well established throughout the organization due to a clear focus and ongoing training of our associates on all aspects of sales and service. We provide training through our in-house training, known as ‘‘The World’s Greatest Bank University,’’ to recognize and celebrate exceptional service. This service culture has become iconic in our industry, and is a key element in our ability to attract both talented associates and loyal customers. Products and Services We offer an array of traditional and digital financial products to meet the banking needs of our market area and target customers. To ensure the ongoing viability of our product offerings, we regularly examine the desirability and profitability of existing and potential new products. Other avenues through which customers can access our products include our web site, mobile banking app, and our 24-hour telephone voice response system. Deposit Products. We offer a traditional array of deposit products, including non-interest bearing checking accounts, interest bearing checking and savings accounts, money market accounts and certificates of deposit. These accounts earn interest at rates established by management based on competitive market factors and management’s desire to increase certain types or maturities of deposit liabilities. Our approach is to tailor fit products and bundle those that meet the customer’s needs. This approach is designed to add value for the customer, increase products per household and generate related fee income. 5 Private Bank. Umpqua Private Bank serves high net worth individuals and nonprofits, providing investment services. The private bank is designed to augment Umpqua’s existing high-touch customer experience, and works collaboratively with the Bank’s affiliate Umpqua Investments to offer a comprehensive, integrated approach that meets clients’ financial goals, including financial planning, trust services, and investments. Broker Dealer and Investment Advisory Services. In its combined role as a broker/dealer and a registered investment advisor, Umpqua Investments may provide comprehensive financial planning advice to its clients as well as investment services. This advice can include cash management, risk management (insurance planning/sales), investment planning (including investment advice and/or portfolio checkups), retirement planning (for employees and employers), or estate planning. The broker/dealer side of Umpqua Investments offers a full range of brokerage services including equity and fixed income products, mutual funds, annuities, options and life insurance products. At December 31, 2016, Umpqua Investments had 37 Series 7-licensed financial advisors serving clients at stand-alone retail brokerage offices, as well as ‘‘Investment Opportunity Centers’’ located in select Bank stores. Commercial Loans and Leases and Commercial Real Estate Loans. We offer a broad array of specialized loans for business and commercial customers, including accounts receivable and inventory financing, multi-family loans, equipment loans, commercial equipment leases, international trade, real estate construction loans and permanent financing and Small Business Administration (‘‘SBA’’) program financing as well as capital markets and treasury management services. Additionally, we offer specially designed loan products for small businesses through our Small Business Lending Center, and have a business banking division to increase lending to small and mid-sized businesses. Ongoing credit management activities continue to focus on commercial real estate loans given this is a significant portion of our loan portfolio. We are also engaged in initiatives that continue to diversify the loan portfolio including a strong focus on commercial and industrial loans in addition to financing owner-occupied properties. Residential Real Estate Loans. Real estate loans are available for the construction, purchase, and refinancing of residential owner-occupied and rental properties. Borrowers can choose from a variety of fixed and adjustable rate options and terms. We sell most residential real estate loans that we originate into the secondary market. Servicing is retained on the majority of these loans. We also support the Home Affordable Refinance Program and Home Affordable Modification Program. Consumer Loans. We provide loans to individual borrowers for a variety of purposes, including secured and unsecured personal loans, home equity and personal lines of credit and motor vehicle loans. Loans may be made directly to borrowers or through Umpqua’s dealer banking department. Market Area and Competition The geographic markets we serve are highly competitive for deposits, loans, leases and retail brokerage services. We compete with traditional banking institutions, as well as non-bank financial service providers, such as credit unions, brokerage firms and mortgage companies. In our primary market areas of Oregon, Washington, California, Idaho, and Nevada, major banks and large regional banks generally hold dominant market share positions. By virtue of their larger capital bases, these institutions have significantly larger lending limits than we do and generally have more expansive branch networks. Competition also includes other commercial banks that are community-focused. As the industry becomes increasingly oriented toward technology-driven delivery systems, permitting transactions to be conducted on computers, phones, tablets, and other mobile devices, non-bank institutions are able to attract funds and provide lending and other financial services even without offices located in our primary service area. Some insurance companies and brokerage firms compete for deposits by offering rates that are higher than may be appropriate for the Bank in relation to its asset and liability management objectives. However, we offer a wide array of deposit products and believe we can compete effectively through rate-driven product promotions. We also compete with full service investment firms for non-bank financial products and services offered by Umpqua Investments. Credit unions present a significant competitive challenge for our banking services and products. As credit unions currently enjoy an exemption from income tax, they are able to offer higher deposit rates and lower loan rates than banks can on a comparable basis. Credit unions are also not currently subject to certain regulatory constraints, such as the Community Reinvestment Act (‘‘CRA’’), which, among other things, requires us to implement procedures to make and monitor loans throughout the communities we serve. Adhering to such regulatory requirements raises the costs associated with our lending activities, and reduces potential operating profits. Accordingly, we seek to compete by focusing on building customer 6 relationships, providing superior service and offering a wide variety of commercial banking products, such as commercial real estate loans, inventory and accounts receivable financing, and SBA program loans for qualified businesses. The following tables presents the Bank’s market share percentage for total deposits as of June 30, 2016, in each county where we have operations. The table also indicates the ranking by deposit size in each market. All information in the table was obtained from SNL Financial, which compiles deposit data published by the FDIC as of June 30, 2016 and updates the information for any bank mergers and acquisitions completed subsequent to the reporting date. County Baker Benton Clackamas Columbia Coos Curry Deschutes Douglas Grant Harney Jackson Josephine Klamath Lake Lane Lincoln Linn Malheur Marion Multnomah Polk Tillamook Umatilla Union Wallowa Washington Yamhill Oregon Market Market Rank Share Number of Stores 25.9% 8.3% 2.3% 16.6% 35.8% 44.1% 7.1% 76.6% 21.6% 22.3% 18.8% 18.5% 30.0% 32.5% 16.7% 7.7% 13.0% 23.4% 7.5% 3.3% 6.8% 30.2% 5.6% 23.9% 24.8% 6.9% 2.8% 2 6 8 3 1 1 6 1 3 3 1 2 1 2 2 6 4 2 6 7 7 2 6 1 2 5 8 1 2 4 1 5 3 6 9 1 1 8 5 4 1 9 2 3 3 3 16 1 2 2 2 1 7 1 7 County Adams Asotin Benton Clallam Clark Columbia Douglas Franklin Garfield Grant Grays Harbor King Kitsap Kittitas Klickitat Lewis Okanogan Pierce Skamania Snohomish Spokane Thurston Walla Walla Whatcom Whitman Washington Market Market Rank Share Number of Stores 21.5% 16.3% 5.5% 4.4% 16.3% 24.8% 7.3% 7.2% 53.5% 8.0% 9.1% 2.0% 0.9% 12.0% 33.9% 14.6% 24.5% 4.0% 63.3% 0.7% 7.2% 3.4% 4.0% 2.5% 8.6% 3 3 8 9 3 3 5 6 1 7 4 9 16 4 1 2 2 8 1 22 7 13 5 12 5 2 1 2 2 11 1 1 1 1 2 2 23 1 2 2 4 2 10 1 2 9 4 2 4 3 8 County Amador Butte Calaveras Colusa Contra Costa El Dorado Glenn Humboldt Lake Los Angeles Marin Mendocino Napa Orange Placer Sacramento San Diego San Francisco San Joaquin San Luis Obispo Santa Clara Shasta Solano Sonoma Stanislaus Sutter Tehama Trinity Tuolumne Ventura Yolo Yuba County Ada Benewah Idaho Kootenai Latah Nez Perce Valley County Clark Washoe California Market Market Rank Share Number of Stores 4.5% 2.7% 26.0% 39.9% 0.4% 6.5% 29.8% 24.7% 16.3% 0.0% 1.7% 3.5% 8.8% 0.5% 4.3% 0.7% 0.1% 0.1% 0.5% 0.3% 0.0% 1.9% 3.2% 4.2% 0.7% 11.7% 16.6% 28.7% 14.3% 0.1% 2.3% 26.2% 7 10 2 1 16 5 2 1 2 74 11 7 4 28 6 15 38 29 17 11 40 8 8 9 15 4 1 2 3 24 11 3 1 1 4 2 3 3 2 7 2 3 3 1 5 1 7 6 3 3 1 1 1 1 4 8 2 2 2 1 3 1 1 2 Market Market Rank Share Number of Stores 0.6% 18.7% 48.8% 2.5% 25.0% 14.6% 24.9% 17 3 1 10 2 4 3 2 1 3 3 2 2 2 Market Market Rank Share Number of Stores 0.0% 0.2% 34 9 1 4 Idaho Nevada Lending and Credit Functions The Bank makes both secured and unsecured loans to individuals and businesses. At December 31, 2016, commercial real estate, commercial, residential, and consumer and other represented approximately 53.7%, 20.4%, 22.3%, and 3.6%, respectively, of the total loan and lease portfolio. 9 Inter-agency guidelines adopted by federal bank regulators mandate that financial institutions establish real estate lending policies with maximum allowable real estate loan-to-value limits, subject to an allowable amount of non-conforming loans as a percentage of capital. We have adopted as loan policy loan-to-value limits that range from 5% to 10% less than the federal guidelines for each category; however, policy exceptions are permitted for real estate loan customers with strong financial credentials. Loans and Leases We manage asset quality and control credit risk through diversification of the loan and lease portfolio and the application of policies designed to promote sound underwriting and loan and lease monitoring practices. The Bank’s Credit Quality Group is charged with monitoring asset quality, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures across the Bank. The provision for loan and lease losses charged to earnings is based upon management’s judgment of the amount necessary to maintain the allowance at a level adequate to absorb probable incurred losses. The amount of provision charged is dependent upon many factors, including loan and lease growth, net charge-offs, changes in the composition of the loan and lease portfolio, delinquencies, management’s assessment of loan and lease portfolio quality, general economic conditions that can impact the value of collateral, and other trends. The evaluation of these factors is performed through an analysis of the adequacy of the allowance for loan and lease losses. Reviews of non-performing, past due loans and leases and larger credits, designed to identify potential charges to the allowance for loan and lease losses, and to determine the adequacy of the allowance, are conducted on a quarterly basis. These reviews consider such factors as the financial strength of borrowers, the value of the applicable collateral, loan and lease loss experience, estimated loan and lease losses, growth in the loan and lease portfolio, prevailing economic conditions and other factors. Employees As of December 31, 2016, we had a total of 4,295 full-time equivalent employees. None of the employees are subject to a collective bargaining agreement and management believes its relations with employees to be good. Information regarding employment agreements with our executive officers is contained in Item 11 below, which item is incorporated by reference to our proxy statement for the 2017 annual meeting of shareholders. Government Policies The operations of our subsidiaries are affected by state and federal legislative and regulatory changes and by policies of various regulatory authorities, including, domestic monetary policies of the Board of Governors of the Federal Reserve System (‘‘Federal Reserve’’), United States fiscal policy, and capital adequacy and liquidity constraints imposed by federal and state regulatory agencies. Supervision and Regulation General. We are extensively regulated under federal and state law. These laws and regulations are generally intended to protect depositors and customers, not shareholders. To the extent that the following information describes statutory or regulatory provisions, it is qualified in its entirety by reference to the particular statute or regulation. Any change in applicable laws or regulations may have a material effect on our business and prospects. We cannot accurately predict the nature or the extent of the effects on our business and earnings that fiscal or monetary policies, or new federal or state legislation or regulation may have in the future. Umpqua is subject to the disclosure and other requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder and administered by the Securities and Exchange Commission. As a listed company on NASDAQ, Umpqua is subject to NASDAQ rules for listed companies. The Federal Reserve and the FDIC have adopted non-capital safety and soundness standards for financial institutions. These standards cover internal controls, information and internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, compensation, fees and benefits, and standards for asset quality, earnings and stock valuation. An institution that fails to meet these standards must develop a plan acceptable to the agency, specifying the steps that it will take to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions. 10 Holding Company Regulation. We are a registered financial holding company under the GLB Act, and are subject to the supervision of, and regulation by the Federal Reserve. As a financial holding company, we are examined by and file reports with the Federal Reserve. The Federal Reserve expects a bank holding company to serve as a source of financial and managerial strength to its subsidiary bank and, under appropriate circumstances, to commit resources to support the subsidiary bank. Financial holding companies are bank holding companies that satisfy certain criteria and are permitted to engage in activities that traditional bank holding companies are not. The qualifications and permitted activities of financial holdings companies are described below under ‘‘Regulatory Structure of the Financial Services Industry.’’ Federal and State Bank Regulation. Umpqua Bank, as a state chartered bank with deposits insured by the FDIC, is primarily subject to the supervision and regulation of the Oregon Department of Consumer and Business Services Division of Financial Regulation(‘‘DCBS’’), the Washington Department of Financial Institutions (‘‘DFI’’), the California Department of Business Oversight (‘‘DBO’’), the Idaho Department of Finance Banking Section, the Nevada Division of Financial Institutions, the FDIC and the Consumer Financial Protection Bureau (‘‘CFPB’’). These agencies may prohibit the Bank from engaging in what they believe constitute unsafe or unsound banking practices. Our primary state regulator, DCBS, regularly examines the Bank or participates in joint examinations with the FDIC. Community Reinvestment Act and Fair Lending Laws. Umpqua Bank has a responsibility under the CRA, as implemented by FDIC regulations to help meet the credit needs of its communities, including low and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. In connection with its examination, the FDIC assesses Umpqua Bank’s record of compliance with the CRA. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit discrimination in lending practices on the basis of characteristics specified in those statutes. These factors are also considered in evaluating mergers, acquisitions and applications to open a branch or new facility. Umpqua Bank’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on its activities and the activities of Umpqua potentially resulting in the suspension of any growth of the Bank through acquisitions or opening de novo branches until the rating is improved. Umpqua Bank’s failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions against it by the FDIC, as well as other federal regulatory agencies, including the CFPB and the Department of Justice. As of the most recent CRA examination, the Bank’s CRA rating was ‘‘Satisfactory.’’ Transactions with Affiliates and Insiders. Banks are also subject to certain restrictions imposed by the Federal Reserve Act on extensions of credit to executive officers, directors, principal shareholders or any related interest of such persons. Extensions of credit must be made on substantially the same terms, including interest rates and collateral, and follow credit underwriting procedures that are not less stringent than, those prevailing at the time for comparable transactions with persons not affiliated with the bank, and must not involve more than the normal risk of repayment or present other unfavorable features. Banks are also subject to certain lending limits and restrictions on overdrafts to such persons. A violation of these restrictions may result in the assessment of substantial civil monetary penalties on the affected bank or any officer, director, employee, agent or other person participating in the conduct of the affairs of that bank, the imposition of a cease and desist order, and other regulatory sanctions. The Federal Reserve Act and related Regulation W limit the amount of certain loan and investment transactions between the Bank and its affiliates, require certain levels of collateral for such loans, and limit the amount of advances to third parties that may be collateralized by the securities of Umpqua or its subsidiaries. Regulation W requires that certain transactions between the Bank and its affiliates be on terms substantially the same, or at least as favorable to the Bank, as those prevailing at the time for comparable transactions with or involving nonaffiliated companies or, in the absence of comparable transactions, on terms and under circumstances, including credit standards, that in good faith would be offered to or would apply to nonaffiliated companies. Umpqua and its subsidiaries have adopted an Affiliate Transactions Policy and have entered into various affiliate agreements in compliance with Regulation W. Financial Privacy. Federal law and certain state laws currently contain client privacy protection provisions. These provisions limit the ability of banks and other financial institutions to disclose non-public information about consumers to affiliated companies and non-affiliated third parties. These rules require disclosure of privacy policies to clients and, in some circumstances, allow consumers to prevent disclosure of certain personal information to affiliates or non-affiliated third parties 11 by means of opt out or opt in authorizations. Pursuant to the Gramm-Leach-Bliley Act (GLBA) and certain state laws, companies are required to notify clients of security breaches resulting in unauthorized access to their personal information. In connection with the regulations governing the privacy of consumer financial information, the federal banking agencies have also adopted guidelines for establishing information security standards and programs to protect such information. Federal Deposit Insurance. Substantially all deposits with Umpqua Bank are insured up to applicable limits by the Deposit Insurance Fund (‘‘DIF’’) of the FDIC and are subject to deposit insurance assessments to maintain the DIF. In October 2010, the FDIC adopted a new DIF restoration plan to ensure that the fund reserve ratio reaches 1.35% by September 30, 2020, as required by the Dodd-Frank Act. At least semi-annually, the FDIC will update its loss and income projections for the DIF and, if needed, increase or decrease assessment rates. On February 7, 2011, the FDIC adopted a final rule modifying the risk-based assessment system from a domestic deposit base to a scorecard based assessment system, effective April 1, 2011. As of April 1, 2011, the Bank was categorized as a large institution as the Bank has more than $10 billion in assets. The initial base assessment rates range from 5 to 35 basis points. After potential adjustments related to unsecured debt and brokered deposit balances, the final total assessment rates range from 2.5 to 45 basis points. Initial base assessment rates for large institutions ranged from 5 to 35 basis points. Increases in the assessment rate could have a material adverse effect on our earnings, depending upon the amount of the increase. The Dodd-Frank Wall Street Reform and Consumer Protection Act permanently raised the standard maximum federal deposit insurance amount from $100,000 to $250,000 per qualified account. The FDIC may terminate the deposit insurance of any insured depository institution if it determines that the institution has engaged in or is engaging in unsafe and unsound banking practices, is in an unsafe or unsound condition or has violated any applicable law, regulation or order or any condition imposed in writing by, or pursuant to, any written agreement with the FDIC. The termination of deposit insurance for the Bank would have a material adverse effect on our financial condition and results of operations. Dividends. Under the Oregon Bank Act and the Federal Deposit Insurance Corporation Improvement Act of 1991 (‘‘FDICIA’’), the Bank is subject to restrictions on the payment of cash dividends to its parent company. A bank may not pay cash dividends if that payment would reduce the amount of its capital below that necessary to meet minimum applicable regulatory capital requirements. In addition, under the Oregon Bank Act, the amount of the dividend paid by the Bank may not be greater than net unreserved retained earnings, after first deducting to the extent not already charged against earnings or reflected in a reserve, all bad debts, which are debts on which interest is unpaid and past due at least six months unless the debt is fully secured and in the process of collection; all other assets charged-off as required by Oregon bank regulators or a state or federal examiner; and all accrued expenses, interest and taxes of the Bank. In addition, state and federal regulatory authorities are authorized to prohibit banks and holding companies from paying dividends that would constitute an unsafe or unsound banking practice. 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. Capital Adequacy. The federal and state bank regulatory agencies use capital adequacy guidelines in their examination and regulation of holding companies and banks. If capital falls below the minimum levels established by these guidelines, a holding company or a bank may be denied approval to acquire or establish additional banks or non-bank businesses or to open new facilities. The FDIC and Federal Reserve have adopted risk-based capital guidelines for holding companies and banks. The risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profile among holding companies and banks, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Assets and off-balance sheet items are assigned to broad risk categories, each with appropriate weightings. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items. The capital adequacy guidelines limit the degree to which a holding company or bank may leverage its equity capital. 12 Federal regulations establish minimum requirements for the capital adequacy of depository institutions, such as the Bank. Banks with capital ratios below the required minimums are subject to certain administrative actions, including prompt corrective action, the termination of deposit insurance upon notice and hearing, or a temporary suspension of insurance without a hearing. On July 2, 2013, federal banking regulators approved final rules that revised the regulatory capital rules to incorporate certain revisions by the Basel Committee on Banking Supervision to the Basel capital framework (‘‘Basel III’’). The phase-in period for the final rules began for the Company on January 1, 2015, with full compliance with the final rules’ requirements phased in on January 1, 2019. The final rules, among other things, include a new common equity Tier 1 capital (‘‘CET1’’) to risk-weighted assets ratio, including a capital conservation buffer, which will gradually increase from 4.5% on January 1, 2015 to 7.0% on January 1, 2019. The final rules also raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% on January 1, 2015 to 8.5% on January 1, 2019, as well as require a minimum leverage ratio of 4.0%. Under the final rules, as Umpqua grew above $15.0 billion in assets as a result of an acquisition, the combined trust preferred security debt issuances were phased out of Tier 1 and into Tier 2 capital (75% starting in the first quarter of 2015 and 100% starting in the first quarter of 2016). The final rules also provide for a number of adjustments to and deductions from the new CET1. Under Basel III, the effects of certain accumulated other comprehensive items are not excluded; however, the Company and the Bank, have made a one-time permanent election to continue to exclude these items in order to avoid significant variations in the level of capital depending upon the impact of interest rate fluctuations on the fair value of the Company’s securities portfolio. In addition, deductions include, for example, the requirement that mortgage servicing rights, certain deferred tax assets not dependent upon future taxable income and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. FDICIA requires federal banking regulators to take ‘‘prompt corrective action’’ with respect to a capital-deficient institution, including requiring a capital restoration plan and restricting certain growth activities of the institution. Umpqua could be required to guarantee any such capital restoration plan required of the Bank if the Bank became undercapitalized. Pursuant to FDICIA, regulations were adopted defining five capital levels: well capitalized, adequately capitalized, undercapitalized, severely undercapitalized and critically undercapitalized. Under the regulations, the Bank is considered ‘‘well capitalized’’ as of December 31, 2016. Federal and State Regulation of Broker-Dealers. Umpqua Investments is a fully disclosed introducing broker-dealer clearing through Wells Fargo Clearing Services, LLC. Umpqua Investments is regulated by the Financial Industry Regulatory Authority (‘‘FINRA’’), as well as the SEC, and has deposits insured through the Securities Investors Protection Corp (‘‘SIPC’’) as well as third party insurers. FINRA and the SEC perform regular examinations of Umpqua Investments that include reviews of policies, procedures, recordkeeping, trade practices, and customer protection as well as other inquiries. SIPC protects client securities and cash up to $500,000, including $100,000 for cash with additional coverage provided through Wells Fargo Clearing Services, LLC who maintains additional coverage through Lexington Insurance Company, for the remaining net equity balance in a brokerage account, if any. This coverage does not include losses in investment accounts. Broker-Dealer and Related Regulatory Supervision. Umpqua Investments is a member of, and is subject to the regulatory supervision of, FINRA. Areas subject to FINRA oversight review include compliance with trading rules, financial reporting, investment suitability, and compliance with stock exchange rules and regulations. Effects of Government Monetary Policy. Our earnings and growth are affected not only by general economic conditions, but also by the fiscal and monetary policies of the federal government, particularly the Federal Reserve. The Federal Reserve implements national monetary policy for such purposes as curbing inflation and combating recession, through its open market operations in U.S. Government securities, control of the discount rate applicable to borrowings from the Federal Reserve, and establishment of reserve requirements against certain deposits. These activities influence growth of bank loans, investments and deposits, and also affect interest rates charged on loans or paid on deposits. The nature and impact of future changes in monetary policies and their impact on us cannot be predicted with certainty. 13 Regulation of the Financial Services Industry. Federal laws and regulations governing banking and financial services underwent significant changes in recent years and we believe will continue to undergo significant changes in the future. From time to time, legislation is introduced in the United States Congress that contains proposals for altering the structure, regulation, and competitive relationships of the nation’s financial institutions. If enacted into law, these proposals could increase or decrease the cost of doing business, limit or expand permissible activities, or affect the competitive balance among banks, savings associations, and other financial institutions. Whether or in what form any such legislation may be adopted or the extent to which our business might be affected thereby cannot be predicted. The GLB Act, enacted in November 1999, repealed sections of the Banking Act of 1933, commonly referred to as the Glass- Steagall Act, that prohibited banks from engaging in securities activities, and prohibited securities firms from engaging in banking. The GLB Act created a new form of holding company, known as a financial holding company, that is permitted to acquire subsidiaries that are engaged in banking, securities underwriting and dealing, and insurance underwriting. A bank holding company, if it meets specified requirements, may elect to become a financial holding company by filing a declaration with the Federal Reserve, and may thereafter provide its customers with a broader spectrum of products and services than a traditional bank holding company is permitted to do. A financial holding company may, through a subsidiary, engage in any activity that is deemed to be financial in nature and activities that are incidental or complementary to activities that are financial in nature. These activities include traditional banking services and activities previously permitted to bank holding companies under Federal Reserve regulations, but also include underwriting and dealing in securities, providing investment advisory services, underwriting and selling insurance, merchant banking (holding a portfolio of commercial businesses, regardless of the nature of the business, for investment), and arranging or facilitating financial transactions for third parties. To qualify as a financial holding company, the bank holding company must be deemed to be well-capitalized and well-managed, as those terms are used by the Federal Reserve. In addition, each subsidiary bank of a bank holding company must also be well-capitalized and well-managed and be rated at least ‘‘satisfactory’’ under the CRA. A bank holding company that does not qualify, or has not chosen, to become a financial holding company must limit its activities to traditional banking activities and those non-banking activities the Federal Reserve has deemed to be permissible because they are closely related to the business of banking. The GLB Act also includes provisions to protect consumer privacy by prohibiting financial services providers, whether or not affiliated with a bank, from disclosing non-public personal, financial information to unaffiliated parties without the consent of the customer, and by requiring annual disclosure of the provider’s privacy policy. The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (‘‘Riegle-Neal Act’’), which became effective in 1995, permits interstate banking and branching, which allows banks to expand nationwide through acquisition, consolidation or merger. Under this law, an adequately capitalized bank holding company may acquire banks in any state or merge banks across state lines if permitted by state law. Further, banks may establish and operate branches in any state subject to the restrictions of applicable state law. Under Oregon law, an out-of-state bank or bank holding company may merge with or acquire an Oregon state chartered bank or bank holding company upon receipt of approval from the Director of the Oregon Department of Consumer and Business Services. The Bank now has the ability to open additional de novo branches in the states of Oregon, California, Washington, Idaho, and Nevada. Section 613 of the Dodd-Frank Act eliminated interstate branching restrictions that were implemented as part of the Riegle-Neal Act, and removed many restrictions on de novo interstate branching by national and state-chartered banks. The FDIC and the Office of the Comptroller of the Currency now have authority to approve applications by insured state nonmember banks and national banks, respectively, to establish de novo branches in states other than the bank’s home state if ‘‘the law of the State in which the branch is located, or is to be located, would permit establishment of the branch, if the bank were a State bank chartered by such State.’’ The enactment of this Section 613 may significantly increase interstate banking by community banks in western states, where barriers to entry were previously high. Anti-Terrorism Legislation. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (‘‘USA Patriot Act’’), enacted in 2001: (cid:129) prohibits banks from providing correspondent accounts directly to foreign shell banks; 14 (cid:129) imposes due diligence requirements on banks opening or holding accounts for foreign financial institutions or wealthy foreign individuals; (cid:129) requires financial institutions to establish an anti-money-laundering (‘‘AML’’) compliance program; and (cid:129) generally eliminates civil liability for persons who file suspicious activity reports. The USA Patriot Act also increases governmental powers to investigate terrorism, including expanded government access to account records. The Department of the Treasury is empowered to administer and make rules to implement the Act, which to some degree, affects our record-keeping and reporting expenses. Should the Bank’s AML compliance program be deemed insufficient by federal regulators, we would not be able to grow through acquiring other institutions or opening de novo branches. Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 addresses public company corporate governance, auditing, accounting, executive compensation and enhanced and timely disclosure of corporate information. The Sarbanes-Oxley Act represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and regulation of the relationship between a Board of Directors and management and between a Board of Directors and its committees. The Sarbanes-Oxley Act provides for, among other things: (cid:129) prohibition on personal loans by Umpqua to its directors and executive officers except loans made by the Bank in accordance with federal banking regulations; (cid:129) (cid:129) independence requirements for Board audit committee members and our external auditor; certification of reports under the Securities Exchange Act of 1934 (‘‘Exchange Act’’) by the chief executive officer, chief financial officer and principal accounting officer; (cid:129) disclosure of off-balance sheet transactions; (cid:129) expedited reporting of stock transactions by insiders; and (cid:129) increased criminal penalties for violations of securities laws. The Sarbanes-Oxley Act also requires: (cid:129) management to establish, maintain, and evaluate disclosure controls and procedures; (cid:129) management to report on its annual assessment of the effectiveness of internal controls over financial reporting; (cid:129) our external auditor to attest to the effectiveness of internal controls over financial reporting. The SEC has adopted regulations to implement various provisions of the Sarbanes-Oxley Act, including disclosures in periodic filings pursuant to the Exchange Act. Also, in response to the Sarbanes-Oxley Act, NASDAQ adopted new standards for listed companies. The Dodd-Frank Wall Street Reform and Consumer Protection Act. On July 21, 2010, the Dodd-Frank Act was signed, which was a sweeping overhaul of financial industry regulation. Among other provisions, the Act: (cid:129) Created a systemic-risk council of top regulators, the Financial Stability Oversight Council, whose purpose is to identify risks and respond to emerging threats to the financial stability of the U.S. arising from large, interconnected bank holding companies or nonbank financial companies; (cid:129) Gave the FDIC authority to unwind large failing financial firms. Treasury would supply funds to cover the up-front costs of winding down the failed firm, but the government would have to put a ‘‘repayment plan’’ in place. Regulators will recoup any losses incurred from the wind-down afterwards by assessing fees on financial firms with more than $50 billion in assets; (cid:129) Directed the FDIC to base deposit-insurance assessments on assets minus tangible capital instead of on domestic deposits and requires the FDIC to increase premium rates to raise the Deposit Insurance Fund’s 15 (‘‘DIF’’) minimum reserve ratio from 1.15% to 1.35% by September 30, 2020. Banks, like Umpqua, with consolidated assets greater than $10 billion would pay the increased premiums; (cid:129) Permanently increased FDIC deposit-insurance coverage to $250,000, retroactive to January 1, 2008. The act also eliminated the 1.5% cap on the DIF reserve ratio and automatic dividends when the ratio exceeds 1.35%. The FDIC also has discretion on whether to provide dividends to DIF members; (cid:129) Authorized banks to pay interest on business checking accounts; (cid:129) Created the CFPB, housed under the Federal Reserve and led by a director appointed by the President and confirmed by the Senate. All existing consumer laws and regulations enforcement will be transferred to this agency and each existing regulatory agency will contribute their respective consumer regulatory and exam staffs to the CFPB; (cid:129) Gave the CFPB the authority to write consumer protection rules for banks and nonbank financial firms offering consumer financial services or products and to ensure that consumers are protected from ‘‘unfair, deceptive, or abusive’’ acts or practices. The CFPB also now has authority to examine and enforce regulations for banks with greater than $10 billion in assets; (cid:129) Authorized the CFPB to require banks to compile and provide reports relating to its consumer lending, marketing and other consumer business activities and to make that information available to the public if doing so is ‘‘in the public interest’’; (cid:129) Directed the Federal Reserve to set interchange fees for debit card transactions charged by banks with more than $10 billion in assets. The Federal Reserve must establish what it determines are reasonable fees by factoring in their transaction costs compared to those for checks; (cid:129) Requires loan originators to retain 5% of any loan sold and securitized, unless it is a ‘‘qualified residential mortgage’’, which includes standard 30 and 15 year fixed rate loans. It also specifically exempts from risk retention FHA, VA, Farmer Mac and Rural Housing Service loans; (cid:129) Adopted additional various mortgage lending and predatory lending provisions; (cid:129) Required federal regulators jointly to prescribe regulations mandating that financial institutions with more than $1 billion in assets to disclose to their regulators their incentive compensation plans to permit the regulators to determine whether the plans provide executive officers, employees, directors or principal shareholders with excessive compensation, fees or benefits, or could lead to material financial loss to the institution; (cid:129) Imposed a number of requirements related to executive compensation that apply to all public companies, such as prohibition of broker discretionary voting in connection with a shareholder vote on executive compensation; mandatory shareholder ‘‘say on pay’’ (every one to three years) and ‘‘say on golden parachutes’’; and clawback of incentive compensation from current or former executive officers following any accounting restatement; (cid:129) Established a modified version of the ‘‘Volcker Rule’’ and generally prohibits banks from engaging in proprietary trading or holding or obtaining an interest in a hedge fund or private equity fund, to the extent that it would exceed 3% of the bank’s Tier 1 capital. A bank’s interest in any single hedge fund or private equity fund may not exceed 3% of the assets of that fund. Stress Testing and Capital Planning. Umpqua is subject to the annual Dodd-Frank Act capital stress testing (DFAST) requirements of the Federal Reserve and the FDIC. As part of the DFAST process, Umpqua is required to submit the results of the company-run stress tests to the FDIC by July 31, and Umpqua will disclose certain results from stress testing exercises, generally in October of each year. 16 CFPB Regulation and Supervision. As noted above, the Dodd-Frank Act gives the CFPB authority to examine Umpqua and Umpqua Bank for compliance with a broad range of federal consumer financial laws and regulations, including the laws and regulations that relate to credit card, deposit, mortgage and other consumer financial products and services the Bank offers. In addition, the Dodd-Frank Act gives the CFPB broad authority to take corrective action against Umpqua and Umpqua Bank as it deems appropriate. The CFPB is authorized to issue regulations and take enforcement actions to prevent and remedy acts and practices relating to consumer financial products and services that it deems to be unfair, deceptive or abusive. The agency also has authority to impose new disclosure requirements for any consumer financial product or service. These authorities are in addition to the authority the CFPB assumed on July 21, 2011 under existing consumer financial law governing the provision of consumer financial products and services. The CFPB has concentrated much of its initial rulemaking efforts on a variety of mortgage related topics required under the Dodd-Frank Act, including ability-to-repay and qualified mortgage standards, mortgage servicing standards, loan originator compensation standards, high-cost mortgage requirements, appraisal and escrow standards and requirements for higher-priced mortgages. In January 2014, new rules issued by the CFPB for mortgage origination and mortgage servicing became effective. The rules require lenders to conduct a reasonable and good faith determination at or before consummation of a residential mortgage loan that the borrower will have a reasonable ability to repay the loan. The regulations also define criteria for making Qualified Mortgages which entitle the lender and any assignee to either a conclusive or rebuttable presumption of compliance with the ability to repay rule. The new mortgage servicing rules include new standards for notices to consumers, loss mitigation procedures, and consumer requests for information. Both the origination and servicing rules create new private rights of action for consumers in the event of certain violations. In addition to the exercise of its rulemaking authority, the CFPB is continuing its ongoing examination and supervisory activities with respect to a number of consumer businesses and products. October 2015, the CFPB’s final rules on integrated mortgage disclosures under the Truth in Lending Act and the Real Estate Settlement Procedures Act became effective. Throughout 2015, the CFPB continued its focus on fair lending practices of indirect automobile lenders. This focus led to some lenders to enter into consent orders with the CFPB and Department of Justice. Indirect automobile lenders have also received continued pressure from the CFPB to limit or eliminate discretionary pricing by dealers. Banking regulatory agencies have increasingly used their authority under Section 5 of the Federal Trade Commission Act to take supervisory or enforcement action with respect to unfair or deceptive acts or practices (UDAP) by banks under standards developed many years ago by the Federal Trade Commission in order to address practices that may not necessarily fall within the scope of a specific banking or consumer finance law. The Dodd-Frank Act also gave to the CFPB similar authority to take action in connection with unfair, deceptive, or abusive acts or practices (UDAAP) by entities subject to CFPB supervisory or enforcement authority. Banks face considerable uncertainty as to the regulatory interpretation of ‘‘abusive’’ practices. Financial services companies face increased regulation and exposure under the new Military Lending Act (MLA) final rules issued by the Department of Defense that become effective for new loans entered into on and after October 3, 2016. The new rules dramatically expand the scope of coverage of the MLA and compliance with the new rules will affect operations of more financial services companies than under the previous rules. We continue to monitor, evaluate, and implement new regulations. Joint Agency Guidance on Incentive Compensation. On June 21, 2010, federal banking regulators issued final joint agency guidance on Sound Incentive Compensation Policies. This guidance applies to executive and non-executive incentive compensation plans administered by banks. The guidance says that incentive compensation programs must: (cid:129) Provide employees incentives that appropriately balance risk and reward. (cid:129) Be compatible with effective controls and risk- management; and (cid:129) Be supported by strong corporate governance, including active and effective oversight by the board; The Federal Reserve reviews, as part of the regular, risk-focused examination process, the incentive compensation arrangements of the Company and other banking organizations. The findings of the supervisory initiatives are included in reports of examination and any deficiencies will be incorporated into the Company’s supervisory ratings, which can affect the Company’s ability to make acquisitions and take other actions. 17 ITEM 1A. RISK FACTORS. In addition to the other information set forth in this report, you should carefully consider the factors discussed below. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward- looking statements contained in this report. Difficult or volatile market conditions or weak economic conditions may adversely affect the financial services industry and our business. Our business and financial performance are vulnerable to weak economic conditions, primarily in the United States and especially in the western United States. The severe conditions from 2007 to 2009 had a significant negative impact on the financial services industry, and on Umpqua, including significant write-downs of asset values, bank failures and volatile financial markets. A deterioration in economic conditions or a prolonged delay in economic recovery in our primary market areas could result in the following consequences, any of which could materially and adversely affect our business: loan delinquencies may increase; problem assets and foreclosures may increase putting further price pressures on valuations generally; demand for our products and services may decrease; low cost or noninterest bearing deposits may decrease; intangible asset impairment; and collateral for loans made by us, especially real estate, may decline in value, in turn reducing customers’ borrowing power, and reducing the value of assets and collateral associated with our existing loans. In addition, we could face the following risks in connection with these events: (cid:129) Increased regulation of our industry, which could increase the costs associated with regulatory compliance, reduce existing sources of revenue and limit our ability to pursue business opportunities. (cid:129) Our ability to assess the creditworthiness of our customers may be impaired if the models and approaches we use to select, manage, and underwrite our customers become less predictive of future performance. (cid:129) The process we use to estimate losses inherent in our loan portfolio requires difficult, subjective, and complex judgments, including forecasts of economic conditions and how these economic predictions might impair the ability of our borrowers to repay their loans, which process may no longer be capable of accurate estimation and may, in turn, impact its reliability. (cid:129) Downward pressure on our stock price. The majority of our assets are loans, which if not repaid would result in losses to the Bank. The Bank, like other lenders, is subject to credit risk, which is the risk of losing principal or interest due to borrowers’ failure to repay loans in accordance with their terms. Underwriting and documentation controls cannot mitigate all credit risk. A downturn in the economy or the real estate market in our market areas or a rapid increase in interest rates could have a negative effect on collateral values and borrowers’ ability to repay. To the extent loans are not paid timely by borrowers, the loans are placed on non-accrual status, thereby reducing interest income. Further, under these circumstances, an additional provision for loan and lease losses or unfunded commitments may be required. Deterioration in the real estate market or other segments of our loan portfolio would lead to additional losses, which could have a material adverse effect on our business, financial condition and results of operations. As of December 31, 2016, approximately 76% of our total loan portfolio is secured by real estate, the majority of which is commercial real estate. Our success depends in part on economic conditions in the western United States and adverse changes in markets where our real estate collateral is located could adversely affect our business. Increases in delinquency rates or declines in real estate market values would require increased net charge-offs and increases in the allowance for loan and lease losses, which could have a material adverse effect on our business, financial condition and results of operations and prospects. A rapid change in interest rates, or maintenance of rates at historically high or low levels for an extended period, could make it difficult to improve or maintain our current interest income spread and could result in reduced earnings. Our earnings are largely derived from net interest income, which is interest income and fees earned on loans and investments, less interest paid on deposits and other borrowings. Interest rates are highly sensitive to many factors that are beyond the control of our management, including general economic conditions and the policies of various governmental 18 and regulatory authorities. The actions of the Federal Reserve influence the rates of interest that we charge on loans and that we pay on borrowings and interest-bearing deposits. We cannot predict the nature or timing of future changes in monetary, tax and other policies or the effects that they may have on our activities and financial results. As interest rates change, net interest income is affected. With fixed rate assets (such as fixed rate loans and most investment securities) and liabilities (such as certificates of deposit), the effect on net interest income depends on the cash flows associated with the maturity of the asset or liability. Asset/liability management policies may not be successfully implemented and from time to time our risk position is not balanced. An unanticipated rapid decrease or increase in interest rates could have an adverse effect on the spreads between the interest rates earned on assets and the rates of interest paid on liabilities, and therefore on the level of net interest income. For instance, any rapid increase in interest rates in the future could result in interest expense increasing faster than interest income because of fixed rate loans and longer-term investments. Historically low rates for an extended period of time result in reduced returns from the investment and loan portfolios. The current very low interest rate environment, which is expected to continue with the potential for slight increases over time, could affect consumer and business behavior in ways that are adverse to us and negatively impact our ability to increase our net interest income. Further, substantially higher interest rates generally reduce loan demand and may result in slower loan growth than previously experienced. Changes in interest rates could reduce the value of mortgage servicing rights (MSR). 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 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. Our mortgage banking revenue can fluctuate significantly. We earn revenue from fees received for originating and servicing mortgage loans. Generally, if interest rates rise, the demand for mortgage loans tends to fall, reducing the revenue we receive from originations. At the same time, revenue from MSR can increase through increases in fair value. 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. 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 2016, 72% 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. 19 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 financial technology (or ‘‘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. 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. 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 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 are subject to extensive government regulation and supervision; the Dodd-Frank Act, new legislation, additional regulation and heightened supervisory requirements could detrimentally affect the Company’s business. Umpqua Holdings Corporation and its subsidiaries, primarily Umpqua Bank, are subject to extensive federal and state regulation and supervision, 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 fintech companies, finance companies, credit unions, mortgage banking companies and leasing companies. These regulations affect our lending practices, capital structure, investment practices, dividend policy and growth, among other things. 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, limits on the services and products we may offer or limits on the pricing of banking services and products. Since the global financial crisis, financial institutions generally have been subject to increased scrutiny from regulatory authorities, with an increased focus on risk management and consumer compliance. If we receive less than satisfactory results on regulatory examinations, we could be subject to penalties, required to increase compliance costs or restricted from making acquisitions, adding new stores, developing new lines of business, or otherwise continuing our growth strategy for a period of time. 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. 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. 20 Interest rate volatility and credit risk adjusted rate spreads may impact our financial assets and liabilities measured at fair value, particularly the fair value of our junior subordinated debentures. The widening of the credit risk adjusted rate spreads on potential new issuances of junior subordinated debentures above our contractual spreads and reductions in three month LIBOR rates have contributed to the cumulative positive fair value adjustment in our junior subordinated debentures carried at fair value. Tightening of these credit risk adjusted rate spreads and interest rate volatility may result in recognizing negative fair value adjustments charged to earnings in the future. 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. New rules will require increased capital. In June 2013, federal banking regulators jointly issued the Basel III rules. The rules impose new capital requirements and implement Section 171 of the Dodd Frank Act. The new rules are to be phased in through 2019. Among other things, the rules will require that we 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 will have to 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. It is possible the Company may accelerate redemption of the existing junior subordinated debentures. This could result in adjustments to the fair value of these instruments including the acceleration of losses on junior subordinated debentures carried at fair value within non-interest income. The Company currently does not intend to redeem the junior subordinated debentures in order to support regulatory total capital levels. The new rules may require us to raise more common capital or other capital that qualifies as Tier 1 capital. 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. 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 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. 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 Federal Home Loan Bank advances, proceeds from the sale of loans and liquidity 21 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. 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. 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. Our business is highly reliant on technology and our ability to manage the operational risks associated with technology. Our business involves storing and processing sensitive consumer and business customer data. A cyber security breach may result in theft of such data or disruption of our transaction processing systems. We depend on internal systems and outsourced technology to support these data storage and processing operations. 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. A material breach of customer data security may negatively impact our business reputation and cause a loss of customers, result in increased expense to contain the event and/or require that we provide credit monitoring services for affected customers, result in regulatory fines and sanctions and/or result in litigation. Cyber security risk management programs are expensive to maintain and will not protect the Company from all risks associated with maintaining the security of customer data and the Company’s proprietary data from external and internal intrusions, disaster recovery and failures in the controls used by our vendors. In addition, Congress and the legislatures of states in which we operate regularly consider legislation that would impose more stringent data privacy requirements. Our business is highly reliant on third party 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. A 22 material breach of customer data security at a service provider’s site may negatively impact our business reputation and cause a loss of customers; result in increased expense to contain the event and/or require that we provide credit monitoring services for affected customers, result in regulatory fines and sanctions and/or result in litigation. 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 have alliances with other companies that assist in our sales efforts. In our wealth management business, we have an alliance with Ferguson Wellman, a registered investment advisor to whom we refer customers for investment advice and asset management services. 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. 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. A decline in the Company’s stock price or expected future cash flows, or a material adverse change in our results of operations or prospects, could result in impairment of our goodwill. From time to time, the Company’s common stock has traded at a price below its book value, including goodwill and other intangible assets. A significant and sustained decline in our stock price and market capitalization, a significant decline in our expected future cash flows, a significant adverse change in the business climate or slower growth rates could result in impairment of our goodwill. If impairment was deemed to exist, a write down of goodwill would occur with a charge to earnings. We have a significant gross deferred tax asset position at December 31, 2016, and we are required to assess the recoverability of this asset on an ongoing basis. Deferred tax assets are evaluated on a quarterly basis to determine if they are expected to be recoverable in the future. Our evaluation considers positive and negative evidence to assess whether it is more likely than not that a portion of the asset will not be realized. The risk of a valuation allowance increases if continuing operating losses are incurred. Future negative operating performance or other negative evidence may result in a valuation allowance being recorded against some or all of this amount. A valuation allowance on our deferred tax asset could have a material adverse impact on our capital and results of operations. Involvement in non-bank business creates risks associated with the securities industry. Umpqua Investments’ retail brokerage operations present special risks not borne by community banks that focus exclusively on 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 23 not suitable or that their portfolios were too actively traded. These risks increase when the market, as a whole, declines. The risks associated with retail brokerage may not be supported by the income generated by those operations. See Management’s Discussion and Analysis of Financial Condition and Results of Operations-’’Non-interest Income’’. The value of the securities in our investment securities portfolio may be negatively affected by continued disruptions in securities markets. The market for some of the investment securities held in our portfolio has become extremely 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 the 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. ITEM 1B. UNRESOLVED STAFF COMMENTS. None. ITEM 2. PROPERTIES. The executive offices of Umpqua and Umpqua Investments are located at One SW Columbia Street in Portland, Oregon in office space that is leased. The Bank’s headquarters, located in Roseburg, Oregon, is owned. At December 31, 2016, the Bank conducted community banking activities or operated Commercial Banking Centers at 346 locations, in California, Oregon and Washington along the I-5 corridor; in the San Francisco Bay area, Inland Foothills, Napa, and Coastal regions in California; in Bend and along the Pacific Coast of Oregon; in greater Seattle and Bellevue, Washington, and in Idaho and Reno, Nevada, of which 139 are owned and 207 are leased under various agreements. As of December 31, 2016, the Bank also operated 24 facilities for the purpose of administrative and other functions, such as back-office support, of which 3 are owned and 21 are leased. All facilities are in a good state of repair and appropriately designed for use as banking or administrative office facilities. As of December 31, 2016, Umpqua Investments leased four stand-alone offices from unrelated third parties and also leased space in 13 Bank stores under lease agreements based on market rates. ITEM 3. LEGAL PROCEEDINGS. Due to the nature of our business, we are involved in legal proceedings that arise in the ordinary course of our business. While the outcome of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations, or cash flows. The Company assumed, as successor-in-interest to Sterling, the defense of litigation matters pending against Sterling. Sterling previously reported that on December 11, 2009, a putative securities class action complaint captioned City of Roseville Employees’ Retirement System v. Sterling Financial Corp., et al., No. CV 09-00368-EFS, was filed in the United States District Court for the Eastern District of Washington against Sterling and certain of its current and former officers. On June 18, 2010, lead plaintiff filed a consolidated complaint alleging that the defendants violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5 by making false and misleading statements concerning Sterling’s business and financial results. Plaintiffs sought unspecified damages and attorneys’ fees and costs. On August 30, 2010, Sterling moved to dismiss the Complaint, and the court granted the motion to dismiss without prejudice on August 5, 2013. On October 11, 2013, the lead plaintiff filed an amended consolidated complaint with the same defendants, class period, alleged violations, and relief sought. On January 24, 2014, Sterling moved to dismiss the amended consolidated complaint, and on September 17, 2014, the court entered an order dismissing the amended consolidated complaint in its entirety with no further leave to amend. On October 24, 2014, plaintiffs filed a Notice of Appeal to the U.S. Court of Appeals for the Ninth Circuit from the district court’s order granting the motion to dismiss the amended consolidated complaint. Appellant filed its opening brief on April 3, 2015 and the Company filed its reply brief on June 17, 2015; additional appellate briefing was filed in the third quarter 2015 and the appeal hearing is currently scheduled for second quarter 2017. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable 24 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. (a) Our common stock is traded on The NASDAQ Global Select Market under the symbol ‘‘UMPQ.’’ As of December 31, 2016, there were 400,000,000 common shares authorized for issuance. The following table presents the high and low sales prices of our common stock for each period, based on inter-dealer prices that do not include retail mark-ups, mark-downs or commissions, and cash dividends declared for each period: Quarter Ended December 31, 2016 September 30, 2016 June 30, 2016 March 31, 2016 December 31, 2015 September 30, 2015 June 30, 2015 March 31, 2015 High Low Cash Dividend Per Share $19.30 $14.78 $16.51 $14.79 $16.78 $14.61 $16.35 $13.46 $18.05 $15.52 $18.89 $15.53 $18.92 $16.82 $17.50 $14.70 $0.16 $0.16 $0.16 $0.16 $0.16 $0.16 $0.15 $0.15 As of December 31, 2016, our common stock was held by approximately 5,042 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, 2016, a total of 219,000 stock options, 1.1 million shares of restricted stock and 78,000 restricted stock units were outstanding. 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. 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. During 2016, Umpqua’s Board of Directors approved a quarterly cash dividend of $0.16 per common share for 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 the dividend rate will be reassessed on a quarterly basis by the Board of Directors in accordance with the dividend policy. We have a dividend reinvestment plan 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. 25 Equity Compensation Plan Information The following table sets forth information about equity compensation plans that provide for the award of securities or the grant of options to purchase securities to employees and directors of Umpqua and its subsidiaries and predecessors by merger that were in effect at December 31, 2016. (shares in thousands) Equity Compensation Plan Information Plan category Equity compensation plans approved by security holders 2013 Stock Incentive Plan(1) 2003 Stock Incentive Plan(1) Other(2) Total Equity compensation plans not approved by security holders Total (A) (C) Number of securities remaining available for Number of securities to be Weighted average exercise future issuance under equity compensation plans excluding securities reflected in column (A) issued upon exercise of outstanding options warrants and rights price of outstanding options, warrants and rights(3) (B) — 240 95 335 — 335 $ — $17.66 $17.52 $17.62 $ — $17.62 7,926 — — 7,926 — 7,926 (1) Shareholders approved the Company’s 2013 Incentive Plan (the ‘‘2013 Plan’’) on April 16, 2013, and approved an amendment to the 2013 plan to increase the number of authorized shares at the 2016 annual meeting of shareholders. The 2013 Plan authorizes the issuance of equity awards to directors and employees and reserves 12 million shares of the Company’s common stock for issuance under the plan (up to 6 million shares for ‘‘full value awards’’ as described below). With the adoption of the 2013 Plan, no additional awards will be issued from the 2003 Stock Incentive Plan or the 2007 Long Term Incentive Plan. Under the terms of the 2013 Plan, options and awards generally vest ratably over a period of three to five years, the exercise price of each option equals the market price of the Company’s common stock on the date of the grant, and the maximum term is ten years. The 2013 Plan weights ‘‘full value awards’’ (restricted stock and performance share awards) as two shares issued from the total authorized under the 2013 Plan; we have issued only full value awards under the 2013 Plan. For purposes of column (C) above, the total number of shares available for future issuance under the 2013 Plan for full value awards was 4.0 million at December 31, 2016. At December 31, 2016, 1.1 million shares issued under the 2013 Plan as restricted stock/performance share awards were outstanding, but subject to forfeiture in the event time or performance based conditions are not met. Includes other Umpqua stock plans and stock plans assumed through previous mergers. (2) (3) Weighted average exercise price is based solely on securities with an exercise price. (b) Not applicable. (c) The following table provides information about repurchases of common stock by the Company during the quarter ended December 31, 2016: Period 10/1/16 - 10/31/16 11/1/16 - 11/30/16 12/1/16 - 12/31/16 Total for quarter 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 365 78,388 364 79,117 $14.92 $17.75 $18.74 $17.74 — 75,000 — 75,000 10,882,429 10,807,429 10,807,429 26 (1) Common shares repurchased by the Company during the quarter consist of cancellation of 3,832 shares to be issued upon vesting of restricted stock awards and 285 shares to be issued upon vesting of restricted stock units to pay withholding taxes. During the three months ended December 31, 2016, 75,000 shares were repurchased pursuant to the Company’s publicly announced corporate stock repurchase plan described in (2) below. (2) The Company’s share repurchase plan, which was first approved by the Board and announced in August 2003, was amended on September 29, 2011 to increase the number of common shares available for repurchase 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, 2017. As of December 31, 2016, a total of 10.8 million shares remained available for repurchase. The Company repurchased 635,000 shares under the repurchase plan during 2016, repurchased 571,000 shares in 2015, and 0 shares under the repurchase plan in 2014. The timing and amount of future repurchases will depend upon the market price for our common stock, securities laws restricting repurchases, asset growth, earnings, and our capital plan. There were 154,000 and 52,000 shares tendered in connection with option exercises during the years ended December 31, 2016 and 2015, respectively. Restricted shares cancelled to pay withholding taxes totaled 279,000 and 135,000 shares during the years ended December 31, 2016 and 2015, respectively. There were 49,000 restricted stock units cancelled to pay withholding taxes during the years ended December 31, 2016 and 86,000 in 2015. 27 Stock Performance Graph The following chart, which is furnished not filed, compares the yearly percentage changes in the cumulative shareholder return on our common stock during the five fiscal years ended December 31, 2016, with (i) the Total Return Index for NASDAQ Bank Stocks (ii) the Total Return Index for The Nasdaq Stock Market (U.S. Companies) (iii) the Standard and Poor’s 500 and (iv) the Total Return Index for Nasdaq Bank Stocks and (v) SNL U.S. Bank Nasdaq. This comparison assumes $100.00 was invested on December 31, 2011, 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, 2011 to December 31, 2016, was obtained by using the NASDAQ closing prices as of the last trading day of each year. e u l a V x e d n I $300 $275 $250 $225 $200 $175 $150 $125 $100 $75 $50 $25 $0 12/31/2011 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 Umpqua Holdings Corporation SNL U.S. Bank Nasdaq Nasdaq U.S. S&P 500 Nasdaq Bank Stocks 23FEB201719071500 Period Ending 12/31/2011 12/31/2012 12/31/2013 12/31/2014 12/31/2015 12/31/2016 Umpqua Holdings Corporation Nasdaq Bank Stocks Nasdaq U.S. S&P 500 SNL U.S. Bank Nasdaq $100.00 $100.00 $100.00 $100.00 $100.00 $ 97.72 $118.69 $117.45 $116.00 $119.19 $164.85 $168.21 $164.57 $153.57 $171.31 $151.65 $176.48 $188.84 $174.60 $177.42 $147.03 $192.08 $201.98 $177.01 $191.53 $180.70 $265.02 $219.89 $198.18 $265.56 28 (This page has been left blank intentionally.) ITEM 6. SELECTED FINANCIAL DATA. Umpqua Holdings Corporation Annual Financial Trends (in thousands, except per share data) 2016 2015 2014 2013 2012 Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income Non-interest expense Merger related expenses Income before provision for income taxes Provision for income taxes Net income Dividends and undistributed earnings allocated to $ 910,639 $ 66,051 929,866 $ 58,232 822,521 $ 48,693 442,846 $ 37,881 844,588 41,674 299,940 721,842 15,313 365,699 132,759 871,634 36,589 275,724 718,060 45,582 347,127 124,588 773,828 40,241 181,174 601,746 82,317 230,698 83,040 404,965 10,716 122,895 355,825 8,836 152,483 54,192 456,085 48,849 407,236 29,201 138,304 357,314 2,338 156,687 54,768 232,940 222,539 147,658 98,291 101,919 participating securities 125 357 484 788 682 Net earnings available to common shareholders $ 232,815 $ 222,182 $ 147,174 $ 97,503 $ 101,237 YEAR END Assets Earning assets Loans and leases(1) Deposits Term debt Junior subordinated debentures, at fair value Junior subordinated debentures, at amortized cost Total shareholders’ equity Common shares outstanding AVERAGE Assets Earning assets Loans and leases(1) Deposits Term debt Junior subordinated debentures Total shareholders’ equity Basic common shares outstanding Diluted common shares outstanding PER COMMON SHARE DATA Basic earnings Diluted earnings Book value Tangible book value(2) Cash dividends declared $24,813,119 $23,406,381 $22,620,965 $11,636,666 $11,792,241 10,465,742 19,381,411 7,176,670 15,338,794 9,379,275 16,892,099 253,605 1,006,395 249,294 85,081 110,985 101,576 1,720,600 3,777,626 111,890 220,161 21,775,347 17,508,663 19,020,985 852,397 262,209 100,931 3,916,795 220,177 20,309,574 16,866,536 17,707,189 888,769 255,457 101,254 3,849,334 220,171 10,272,043 7,732,228 9,117,660 251,494 87,274 101,899 1,723,917 111,973 $24,121,462 $22,905,541 $19,169,098 $11,507,688 $11,499,499 10,252,167 16,484,664 6,707,194 13,003,762 9,124,619 14,407,331 254,601 815,017 187,139 301,525 1,701,403 3,137,858 111,935 186,550 112,151 187,554 21,010,501 17,258,081 18,347,451 897,050 359,003 3,898,599 220,282 220,908 19,727,031 15,938,127 17,250,810 923,992 352,872 3,820,505 220,327 221,045 10,224,606 7,367,602 9,057,673 252,546 189,237 1,729,083 111,938 112,176 $ 1.06 $ 1.05 17.79 9.50 0.64 1.01 $ 1.01 17.48 9.16 0.62 0.79 $ 0.78 17.16 8.79 0.60 0.87 $ 0.87 15.40 8.46 0.60 0.90 0.90 15.38 9.25 0.34 29 (dollars in thousands) 2016 2015 2014 2013 2012 PERFORMANCE RATIOS Return on average assets(3) Return on average common shareholders’ equity(4) Return on average tangible common shareholders’ equity(5) Efficiency ratio(6) Average common shareholders’ equity to average assets Leverage ratio(7) Net interest margin (fully tax equivalent)(8) Non-interest income to total net revenue(9) Dividend payout ratio(10) ASSET QUALITY Non-performing loans and leases(11) Non-performing assets(11) Allowance for loan and lease losses Net charge-offs Non-performing loans and leases to loans and leases Non-performing assets to total assets Allowance for loan and lease losses to total loans and leases Allowance for credit losses to loans and leases Net charge-offs to average loans and leases 0.97% 5.97% 11.25% 64.15% 16.16% 9.21% 4.04% 26.21% 60.38% 0.97% 5.82% 11.22% 66.27% 16.68% 9.73% 4.44% 24.03% 61.39% 0.77% 4.69% 9.17% 71.23% 16.37% 10.99% 4.73% 18.97% 75.95% 0.85% 5.64% 9.77% 66.83% 15.03% 10.90% 4.01% 23.28% 68.97% $ 56,134 $ 62,872 133,984 38,012 0.32% 0.25% 44,384 $ 66,691 130,322 22,434 0.26% 0.28% 59,553 $ 97,495 116,167 19,159 0.39% 0.43% 35,321 $ 59,256 95,085 19,297 0.46% 0.51% 0.77% 0.79% 0.22% 0.77% 0.79% 0.14% 0.76% 0.78% 0.15% 1.23% 1.25% 0.26% 0.88% 5.95% 9.88% 64.94% 14.80% 11.44% 4.02% 25.35% 37.78% 70,968 98,480 103,666 32,823 0.99% 0.84% 1.44% 1.46% 0.49% (1) Excludes loans held for sale (2) Average common shareholders’ equity less average 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 Operation’’— ’’Results of Operations—Overview’’ for the reconciliation of non-GAAP financial measures, in Item 7 of this report. (3) Net earnings available to common shareholders divided by average assets. (4) Net earnings available to common shareholders divided by average common shareholders’ equity. (5) Net earnings available to common shareholders 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. (6) Non-interest expense divided by the sum of net interest income (fully tax equivalent) and non-interest income. (7) 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. (8) Net interest margin (fully tax equivalent) is calculated by dividing net interest income (fully tax equivalent) by average interest earnings assets. (9) Non-interest income divided by the sum of non-interest income and net interest income. (10) Dividends declared per common share divided by basic earnings per common share. (11) Excludes government guaranteed GNMA mortgage loans that Umpqua has the right but not the obligation to repurchase that are past due 90 days or more totaling $10.9 million, $19.2 million, $11.1 million, $4.1 million and $237,000, as of December 31, 2016, 2015, 2014, 2013, and 2012, respectively. 30 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. EXECUTIVE OVERVIEW Significant items for the year ended December 31, 2016 were as follows: Financial Performance (cid:129) Net earnings available to common shareholders per diluted common share were $1.05 for the year ended December 31, 2016, as compared to $1.01 for the year ended December 31, 2015. (cid:129) Net interest margin, on a tax equivalent basis, was 4.04% for the year ended December 31, 2016, compared to 4.44% for the year ended December 31, 2015. The decrease in net interest margin was primarily attributable to the lower level of accretion of the credit discount recorded on loans acquired from Sterling, as well as lower average yields on interest-earning assets, particularly in loans and leases, attributable to the low interest rate environment during most of 2016, as well as an increase in the cost of interest-bearing liabilities. (cid:129) Residential mortgage banking revenue was $157.9 million for 2016, compared to $124.7 million for 2015. The 26.6% increase was the result of an increase in mortgage originations and sale income, which increased due to an increase in the gain on sale margin from 3.36% to 3.72% and a 14.1% increase in closed loans for sale. The increase was partially offset by $25.9 million negative fair value adjustments to the mortgage servicing rights (‘‘MSR’’) asset during the year ended December 31, 2016, as compared to negative fair value adjustments of $20.7 million for the year ended December 31, 2015. (cid:129) Total gross loans and leases were $17.5 billion as of December 31, 2016, an increase of $642.1 million, or 3.8%, as compared to December 31, 2015. This increase is primarily driven by growth in the commercial (including leasing and equipment financing) and consumer loans, partially offset by a decline in a multi- family loans. Total gross loans and leases also decreased due to portfolio loan sales of $462.5 million, primarily consisting of residential mortgage and multifamily loans. (cid:129) Total deposits were $19.0 billion as of December 31, 2016, an increase of $1.3 billion, or 7.4%, as compared to December 31, 2015. This increase was primarily driven by growth in all deposit categories, most notably in non-interest bearing demand and money market accounts. (cid:129) Total consolidated assets were $24.8 billion as of December 31, 2016, as compared to $23.4 billion at December 31, 2015. Credit Quality (cid:129) Non-performing assets decreased to $62.9 million, or 0.25% of total assets, as of December 31, 2016, as compared to $66.7 million, or 0.28% of total assets, as of December 31, 2015. Non-performing loans and leases increased to $56.1 million, or 0.32% of total loans and leases, as of December 31, 2016, as compared to $44.4 million, or 0.26% of total loans and leases as of December 31, 2015. (cid:129) Net charge-offs on loans were $38.0 million for the year ended December 31, 2016, or 0.22% of average loans and leases, as compared to net charge-offs of $22.4 million, or 0.14% of average loans and leases, for the year ended December 31, 2015. (cid:129) The provision for loan and lease losses was $41.7 million for 2016, as compared to $36.6 million recognized for 2015. The increase was principally attributable to the growth in the loans and leases portfolio as well as an increase in net charge-offs. 31 Capital and Growth Initiatives (cid:129) The Company’s total risk based capital was 14.7% and its Tier 1 common to risk weighted assets ratio was 11.5% as of December 31, 2016. As of December 31, 2015, the Company’s total risk based ratio was 14.3% and its Tier 1 common to risk weighted assets ratio was 11.4%. (cid:129) Declared cash dividends of $0.64 per common share for 2016 and $0.62 per common share for 2015. SUMMARY OF CRITICAL ACCOUNTING POLICIES The SEC defines ‘‘critical accounting policies’’ as those that require application of management’s most 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 these significant accounting policies require management to make difficult, subjective or complex judgments or estimates. Management believes that the following policies would be considered critical under the SEC’s definition. Allowance for Loan and Lease Losses and Reserve for Unfunded Commitments The Bank performs regular credit reviews of the loan and lease portfolio to determine the credit quality and adherence to underwriting standards. When loans and leases are originated, they are assigned a risk rating that is reassessed periodically during the term of the loan through the credit review process. The Bank’s risk rating methodology assigns risk ratings ranging from 1 to 10, where a higher rating represents higher risk. The 10 risk rating categories are a primary factor in determining an appropriate amount for the allowance for loan and lease losses. The Bank has a management Allowance for Loan and Lease Losses (‘‘ALLL’’) Committee, which is responsible for, among other things, regularly reviewing the ALLL methodology, including loss factors, and ensuring that it is designed and applied in accordance with generally accepted accounting principles. The ALLL Committee reviews and approves loans and leases recommended for impaired status. The ALLL Committee also approves removing loans and leases from impaired status. The Bank’s Audit and Compliance Committee provides board oversight of the ALLL process and reviews and approves the ALLL methodology on a quarterly basis. Each risk rating is assessed an inherent credit loss factor that determines the amount of the allowance for loan and lease losses provided for that group of loans and leases with similar risk rating. Credit loss factors may vary by region based on management’s belief that there may ultimately be different credit loss rates experienced in each region. Regular credit reviews of the portfolio also identify loans that are considered potentially impaired. Potentially impaired loans are referred to the ALLL Committee which reviews and approves designated loans as impaired. A loan is considered impaired when based on current information and events, we determine that we will probably not be able to collect all amounts due according to the loan contract, including scheduled interest payments. When we identify a loan as impaired, we measure the impairment using discounted cash flows, except when the sole remaining source of the repayment for the loan is the liquidation of the collateral. In these cases, we use the current fair value of the collateral, less selling costs, instead of discounted cash flows. If we determine that the value of the impaired loan is less than the recorded investment in the loan, we either recognize an impairment reserve as a specific component to be provided for in the allowance for loan and lease losses or charge-off the impaired balance on collateral dependent loans if it is determined that such amount represents a confirmed loss. The combination of the risk rating-based allowance component and the impairment reserve allowance component lead to an allocated allowance for loan and lease losses. The Bank may also maintain an unallocated allowance amount to provide for other credit losses inherent in a loan and lease portfolio that may not have been contemplated in the credit loss factors. This unallocated amount generally comprises less than 5% of the allowance, but may be maintained at higher levels during times of economic conditions characterized by falling real estate values. The unallocated amount is reviewed periodically based on trends in credit losses, the results of credit reviews and overall economic trends. As of December 31, 2016, there was no unallocated allowance amount. The reserve for unfunded commitments (‘‘RUC’’) 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 ALLL and RUC are monitored on a regular basis and are based on management’s evaluation of numerous factors. These factors include the 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 32 and non-performing trends; evaluation of specific loss estimates for all significant problem loans; historical charge-off and recovery experience; and other pertinent information. Management believes that the ALLL was adequate as of December 31, 2016. There is, however, no assurance that future loan losses will not exceed the levels provided for in the ALLL and could possibly result in additional charges to the provision for loan and lease losses. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require additional charges to the provision for loan and lease losses in future periods if warranted as a result of their review. A substantial percentage of our loan portfolio is secured by real estate; as a result, a significant decline in real estate market values may require an increase in the allowance for loan and lease losses. Acquired Loans Acquired loans and leases are recorded at their fair value at the acquisition date. For purchased non-impaired loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income using the effective interest method over the remaining contractual period to maturity. The acquired loans that are purchased impaired loans are aggregated into pools based on individually evaluated common risk characteristics and aggregate expected cash flows were estimated for each pool. A pool is accounted for as a single asset with a single interest rate, cumulative loss rate and cash flow expectation. The cash flows expected to be received over the life of the pool were estimated by management. These cash flows were input into an accounting loan system which calculates the carrying values of the pools and underlying loans, book yields, effective interest income and impairment, if any, based on actual and projected events. Default rates, loss severity, and prepayment speeds assumptions are periodically reassessed and updated within the accounting model to update our expectation of future cash flows. The excess of the cash flows expected to be collected over a pool’s carrying value is considered to be the accretable yield and is recognized as interest income over the estimated life of the loan or pool using the effective yield method. The accretable yield may change due to changes in the timing and amounts of expected cash flows. Changes in the accretable yield are disclosed quarterly. Residential Mortgage Servicing Rights (‘‘MSR’’) 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 in the balance sheet at fair value and the changes in fair value are reported in earnings under the caption residential mortgage banking revenue in 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 external 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 and Intangible Assets Goodwill and other intangible assets with indefinite lives are not amortized but instead are periodically tested for impairment. Management performs an impairment analysis for the intangible assets with indefinite lives on an annual basis as of December 31. Additionally, goodwill and other intangible assets with indefinite lives are evaluated on an interim basis when events or circumstances indicate impairment potentially exists. 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. There can be no assurance that changes in circumstances, estimates or assumptions may result in additional impairment of all, or some portion of, goodwill or other intangible assets. 33 The Company performed its annual goodwill impairment analysis of the Community Banking reporting segment as of December 31, 2016. The Company assessed qualitative factors to determine whether the existence of events and circumstances indicated that it is more likely than not that the indefinite-lived intangible asset is impaired. Based on this analysis, no further testing was determined to be necessary. During the first quarter of 2016, the Company recorded a goodwill impairment loss of $142,000 relating to the winding down of an immaterial subsidiary. Stock-based Compensation We recognize expense in the income statement for the grant-date fair value of restricted shares and stock options as equity- based forms of compensation issued to employees over the employees’ requisite service period (generally the vesting period). The requisite service period may be subject to performance conditions. The fair value of the restricted shares is based on the Company’s share price on the grant date. Management assumptions utilized at the time of grant impact the fair value of the option calculated under the pricing model, and ultimately, the expense that will be recognized over the expected service period related to each option. 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. RECENT ACCOUNTING PRONOUNCEMENTS Information regarding Recent Accounting Pronouncements is included in Note 1 of the Notes to Consolidated Financial Statements in Item 8 below. RESULTS OF OPERATIONS—OVERVIEW For the year ended December 31, 2016, net earnings available to common shareholders were $232.8 million, or $1.05 per diluted common share, as compared to net earnings available to common shareholders of $222.2 million, or $1.01 per diluted common share for the year ended December 31, 2015. The increase in net earnings available to common shareholders in 2016 is principally attributable to a decline in non-interest expense, reflecting lower merger related expenses and lower salaries and benefits expense, partially offset by higher mortgage banking expenses due to the increase in mortgage originations. Total revenues increased from the prior year as increased mortgage banking revenues were offset by lower average yields on interest-earning assets, along with a lower level of interest income arising from the accretion of the credit discount recorded on acquired loans. For the year ended December 31, 2015, net earnings available to common shareholders were $222.2 million, or $1.01 per diluted common share, as compared to net earnings available to common shareholders of $147.2 million, or $0.78 per diluted common share for the year ended December 31, 2014. The increase in net earnings available to common shareholders in 2015 is principally attributable to net income contribution from the full year of the operations acquired from Sterling, increased residential mortgage banking revenue resulting from the current mortgage interest rate environment, gain on sale of portfolio loans, and lower merger related expenses. The Company incurs significant expenses related to the completion and integration of mergers and acquisitions. It also recognizes gains or losses on its junior subordinated debentures carried at fair value resulting from changes in interest rates and the estimated market credit risk adjusted spread that do not directly correlate with the Company’s operating performance. Additionally, it may recognize goodwill impairment losses that have no direct effect on the Company’s or the Bank’s cash balances, liquidity, or regulatory capital ratios. The Company recognizes gains and losses related to the change 34 in the fair value of its MSR, which are primarily tied to movements in interest rates, and are not indicative of the fundamental operating activities for the period. It also recognizes gains or losses related to the change in the fair value of its swap derivatives, which are driven by movements in interest rates and are beyond our control. On occasion, the Company may sell certain securities in its investment portfolio, and recognize an associated gain or loss, which can be highly discretionary based on the timing of the sales, market opportunities, and interest rates, and therefore are not reflective of the Company’s operating performance. The Company also may incur expenses related to the exit or disposal of certain business activities, such as the consolidation of bank branches, which do not reflect the on-going operating performance of the Company. Lastly, the Company may recognize one-time bargain purchase gains on certain acquisitions that are not reflective of the Company’s on-going earnings power. Accordingly, management believes that our operating results are best measured on a comparative basis excluding the after-tax impact of merger related expenses, gains or losses on junior subordinated debentures carried at fair value, gains or losses from the change in fair value of MSR asset, gains or losses from the change in fair value of the swap derivative, net gains or losses on investment securities, exit or disposal costs and other charges related to business combinations such as goodwill impairment charges or bargain purchase gains. The Company defines operating earnings as earnings available to common shareholders before these items, and calculates operating earnings per diluted share by dividing operating earnings by the same diluted share total used in determining diluted earnings per common share. Operating earnings and operating earnings per diluted share are considered ‘‘non-GAAP’’ financial measures. Although we believe the presentation of non-GAAP financial measures provides a better indication of our operating performance, readers of this report are urged to review the GAAP results as presented in the Financial Statements and Supplementary Data in Item 8 below. The following table provides the reconciliation of earnings available to common shareholders (GAAP) to operating earnings (non-GAAP), and earnings per diluted common share (GAAP) to operating earnings per diluted share (non-GAAP) for the years ended December 31, 2016, 2015, and 2014: Reconciliation of Net Earnings Available to Common Shareholders to Operating Earnings Years Ended December 31, (in thousands, except per share data) Net earnings available to common shareholders Adjustments: Loss from change in fair value of MSR asset Gain on investment securities, net Net loss on junior subordinated debentures carried at fair value (Gain) loss from change in fair value of swap derivatives Merger related expenses Goodwill impairment Exit or disposal costs Total pre-tax adjustments Income tax effect(1) Net adjustments Operating earnings Per diluted share: Net earnings available to common shareholders Adjustments: Loss from change in fair value of MSR asset Gain on investment securities, net Net loss on junior subordinated debentures carried at fair value (Gain) loss from change in fair value of swap derivatives Merger related expenses Goodwill impairment Exit or disposal costs Total pre-tax adjustments Income tax effect(1) Net adjustments Operating earnings (1) Income tax effect of operating earnings adjustments at 40% for tax-deductible items. 35 2016 2015 2014 $232,815 $222,182 $147,174 25,926 (858) 6,323 (1,497) 15,313 142 4,716 20,723 (2,922) 6,306 (162) 45,582 — — 16,587 (2,904) 5,090 3,232 82,317 — — $ 50,065 (19,969) $ 69,527 (27,811) $104,322 (41,729) 30,096 41,716 62,593 $262,911 $263,898 $209,767 $ 1.05 $ 1.01 $ 0.78 0.12 — 0.03 (0.01) 0.07 — 0.02 0.23 (0.09) 0.14 1.19 $ 0.09 (0.01) 0.03 — 0.20 — — 0.31 (0.13) 0.18 1.19 $ 0.09 (0.02) 0.03 0.02 0.44 — — 0.56 (0.22) 0.34 1.12 $ 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, 2016, 2015, and 2014. For each of the periods presented, the table includes the calculated ratios based on reported net earnings available to common shareholders and operating earnings as shown in the table above. Our return on average common shareholders’ equity is negatively impacted as the result of capital required to support goodwill. To the extent this performance metric is used to compare our performance with other financial institutions that do not have merger and acquisition-related intangible assets, we believe it 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 earnings available to common shareholders 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. Return on Average Assets, Common Shareholders’ Equity and Tangible Common Shareholders’ Equity For the Years Ended December 31, (dollars in thousands) Returns on average assets: Net earnings available to common shareholders Operating earnings Returns on average common shareholders’ equity: Net earnings available to common shareholders Operating earnings Returns on average tangible common shareholders’ equity: Net earnings available to common shareholders Operating earnings Calculation of average common tangible shareholders’ equity: Average common shareholders’ equity Less: average goodwill and other intangible assets, net 2016 2015 2014 0.97% 1.09% 5.97% 6.74% 0.97% 1.15% 5.82% 6.91% 0.77% 1.09% 4.69% 6.69% 11.25% 12.70% 11.22% 13.32% 9.17% 13.07% $ 3,898,599 (1,828,575) $ 3,820,505 (1,839,599) $ 3,137,858 (1,533,403) Average tangible common shareholders’ equity $ 2,070,024 $ 1,980,906 $ 1,604,455 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 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 common equity and tangible common equity ratio is considered a non-GAAP financial measure and should be viewed in conjunction with the total shareholders’ equity and the total shareholders’ equity ratio. 36 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, 2016 and December 31, 2015: Reconciliations of Total Shareholders’ Equity to Tangible Common Shareholders’ Equity and Total Assets to Tangible Assets (dollars in thousands) Total shareholders’ equity Subtract: Goodwill Other intangible assets, net Tangible common shareholders’ equity Total assets Subtract: Goodwill Other intangible assets, net Tangible assets Tangible common equity ratio December 31, 2016 December 31, 2015 $ 3,916,795 $ 3,849,334 1,787,651 36,886 2,092,258 24,813,119 $ $ 1,787,793 45,508 2,016,033 23,406,381 $ $ 1,787,651 36,886 1,787,793 45,508 $ 22,988,582 $ 21,573,080 9.10% 9.35% Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Although we believe these non-GAAP financial measure are frequently used by stakeholders in the evaluation of a company, they have limitations as analytical tools, and should not be considered in isolation or as a substitute for analyses of results as reported under GAAP. NET INTEREST INCOME Net interest income is the largest source of our operating income. Net interest income for 2016 was $844.6 million, a decrease of $27.0 million or 3.1% compared to the same period in 2015. The decrease in net interest income in 2016 as compared to 2015 is primarily attributable to lower average yields on interest-earning assets, specifically within the loan and lease portfolio. The decrease was partially offset by growth in average interest-earning assets. The decrease in net interest income also reflects a higher average cost of funds, primarily driven by an increase in the cost of time deposits due to the utilization of longer-term maturities which typically carry a higher rate paid, as well as an increase in the interest expense on junior subordinated debentures. Net interest income for 2015 was $871.6 million, an increase of $97.8 million or 12.6% compared to the same period in 2014. The increase in net interest income in 2015 as compared to 2014 is attributable to an increase in average interest- earning assets, primarily loans, loans held for sale and investment securities, partially offset by a lower level of accretion of the credit discount recorded on loans acquired from Sterling. The net interest margin (net interest income as a percentage of average interest-earning assets) on a fully tax equivalent basis was 4.04% for 2016, a decrease of 40 basis points as compared to 2015. The decrease in net interest margin primarily resulted from the lower level of accretion of the credit discount recorded on loans acquired from Sterling, as well as decreased yields on earning assets. The yield on loans and leases for 2016 decreased by 55 basis points as compared to 2015. The total cost of interest-bearing liabilities for 2016 was 0.46%, representing an increase of 4 basis points compared to 2015. The cost of time deposits was 0.86% in 2016 compared to 0.64% in 2015. 37 The net interest margin on a fully tax-equivalent basis was 4.44% for 2015, a decrease of 29 basis points as compared to the same period in 2014. The decrease in net interest margin primarily resulted from the lower level of accretion of the credit discount recorded on loans acquired from Sterling, as well as decreased yields on earning assets. Our net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, as well as changes in the yields earned on interest-earning assets and rates paid on deposits and borrowed funds. The following table presents condensed average balance sheet information, together with interest income and yields on average interest-earning assets, and interest expense and rates paid on average interest-bearing liabilities for years ended December 31, 2016, 2015 and 2014: Average Rates and Balances (dollars in thousands) INTEREST-EARNING ASSETS: Loans held for sale Loans and leases(1) Taxable securities Non-taxable securities(2) Temporary investments and interest-bearing deposits Total interest earning assets Allowance for loan and lease losses Other assets Total assets INTEREST-BEARING LIABILITIES: Interest-bearing checking Money market deposits Savings deposits Time deposits 2016 2015 2014 Interest Income Average Average Yields Balance Expense or Rates or Interest Income Average Average Yields Balance Expense or Rates or Interest Income Average Average Yields Balance Expense or Rates or $ 416,724 $ 15,995 17,258,081 834,072 47,826 13,426 2,314,062 284,780 3.84% $ 333,455 $ 12,407 4.83% 15,938,127 857,026 48,550 2.07% 2,275,512 14,684 310,684 4.71% 3.72% $ 205,580 $ 8,337 5.38% 13,003,762 755,466 46,109 2.13% 2,072,936 15,692 301,535 4.73% 4.06% 5.81% 2.22% 5.20% 736,854 3,918 0.53% 869,253 2,236 0.26% 900,851 2,264 0.25% 21,010,501 915,237 4.36% 19,727,031 934,903 4.74% 16,484,664 827,868 5.02% (132,492) 3,243,453 $24,121,462 (126,063) 3,304,573 $22,905,541 (96,513) 2,780,947 $19,169,098 $ 2,189,589 $ 2,415 10,499 655 21,671 6,773,939 1,248,831 2,518,507 0.11% $ 2,080,126 $ 1,957 9,491 0.15% 6,376,178 1,105 0.05% 1,063,151 17,286 0.86% 2,715,847 0.09% $ 1,721,452 $ 0.15% 5,255,622 0.10% 829,737 0.64% 2,649,091 950 6,991 426 15,448 0.06% 0.13% 0.05% 0.58% Total interest-bearing deposits 12,730,866 35,240 0.28% 12,235,302 29,839 0.24% 10,455,902 23,815 0.23% Federal funds purchased and repurchase agreements Term debt Junior subordinated debentures Total interest-bearing liabilities Non-interest-bearing deposits Other liabilities Total liabilities Common equity Total liabilities and 333,919 897,050 359,003 14,320,838 5,616,585 285,440 20,222,863 3,898,599 132 15,005 15,674 66,051 0.04% 1.67% 4.37% 321,079 923,992 352,872 0.46% 13,833,245 5,015,508 236,283 19,085,036 3,820,505 173 14,470 13,750 58,232 0.05% 1.57% 3.90% 303,358 815,017 301,525 346 12,793 11,739 0.11% 1.57% 3.89% 48,693 0.41% 0.42% 11,875,802 3,951,429 204,009 16,031,240 3,137,858 shareholders’ equity $24,121,462 $22,905,541 $19,169,098 NET INTEREST INCOME $849,186 $876,671 $779,175 NET INTEREST SPREAD AVERAGE YIELD ON EARNING ASSETS(1),(2) INTEREST EXPENSE TO EARNING ASSETS NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN(1),(2) 3.90% 4.36% 0.32% 4.04% 4.32% 4.74% 0.30% 4.44% 4.61% 5.02% 0.30% 4.73% (1) Non-accrual loans and leases are included in the average balance. 38 (2) Tax-exempt income has been adjusted to a tax equivalent basis at a 35% tax rate. The amount of such adjustment was an addition to recorded income of approximately $4.6 million, $5.0 million, and $5.3 million for the years ended 2016, 2015, and 2014, respectively. The following table sets forth a summary of the changes in tax equivalent net interest income due to changes in average asset and liability balances (volume) and changes in average rates (rate) for 2016 as compared to 2015 and 2015 compared to 2014. Changes in tax equivalent interest income and expense, which are not attributable specifically to either volume or rate, are allocated proportionately between both variances. (in thousands) INTEREST-EARNING ASSETS: Loans held for sale Loans and leases Taxable securities Non-taxable securities(1) Temporary investments and interest bearing deposits Total(1) INTEREST-BEARING LIABILITIES: Interest bearing demand Money market Savings Time deposits Repurchase agreements and federal funds Term debt Junior subordinated debentures Total 2016 compared to 2015 2015 compared to 2014 Increase (decrease) in interest income and expense due to changes in Increase (decrease) in interest income and expense due to changes in Volume Rate Total Volume Rate Total $ 3,185 $ 403 $ 3,588 $ 4,808 $ (738) $ 4,070 67,744 (90,698) (22,954) 160,934 (59,374) 101,560 814 (1,538) (1,221) (386) (37) 2,068 (724) (1,258) 1,682 4,376 465 (80) (1,935) (1,473) 52 2,441 (1,008) (28) 70,136 (89,802) (19,666) 170,503 (63,468) 107,035 107 606 168 (1,332) 7 (431) 243 (632) 351 402 (618) 5,717 (48) 966 1,681 8,451 458 1,008 (450) 4,385 (41) 535 1,924 7,819 231 1,605 147 397 20 1,706 2,001 6,107 776 895 532 1,441 (193) (29) 10 3,432 1,007 2,500 679 1,838 (173) 1,677 2,011 9,539 Net increase (decrease) in net interest income(1) $70,768 $(98,253) $ (27,485) $164,396 $(66,900) $ 97,496 (1) Tax exempt income has been adjusted to a tax equivalent basis at a 35% tax rate. PROVISION FOR LOAN AND LEASE LOSSES The provision for loan and lease losses was $41.7 million for 2016, as compared to $36.6 million for 2015, and $40.2 million for 2014. As a percentage of average outstanding loans and leases, the provision for loan and lease losses recorded for 2016 was 0.24%, an increase of 1 basis point from 2015 and a decrease of 7 basis points from 2014. The increase in the provision for loan and lease losses in 2016 as compared to 2015 is principally attributable to strong growth in the loan portfolio, as well as an increase in net charge-offs. The economy in the Pacific Northwest has improved causing the risk ratings of many of our borrowers, as well as the value of the underlying collateral for real estate collateral loans, to improve as compared to prior years. The loan portfolio increased by $642.1 million since December 31, 2015. For 2016, there was a $262,000 recapture of the provision for loan and lease losses related to previously acquired loans that were not purchased credit impaired as compared to $375,000 in the provision for loan and lease losses for the year ended December 31, 2015. Net-charge offs for 2016 were $38.0 million compared to $22.4 million for 2015. The increase in charge-offs related to the lease portfolio which has been a strong growth area for the past few years, although the credit quality metrics for the portfolio remain strong. The decrease in 2015 as compared to 2014 is principally attributable to decreasing credit factors used in the calculation of the allowance for loan and lease losses due to the improving credit quality of the portfolio, offset by the increase in the provision relating to new originations. The economy in the Pacific Northwest has improved causing the risk ratings of many of our borrowers to improve as well as the value of the underlying collateral for real estate collateral loans to improve as 39 compared to prior years. For 2015, $375,000 of the provision for loan and lease losses related to previously acquired loans that were not purchased credit impaired as compared to $1.1 million for the year ended December 31, 2014. Net-charge offs for 2015 were $22.4 million compared to $19.2 million for 2014. The Company recognizes the charge-off of impairment reserves on impaired loans in the period they arise for collateral dependent loans. Therefore, the non-accrual loans of $27.8 million as of December 31, 2016 have already been written-down to their estimated fair value, less estimated costs to sell, and are expected to be resolved with no additional material loss, absent further decline in market prices. NON-INTEREST INCOME Non-interest income for 2016 was $299.9 million, an increase of $24.2 million, or 8.8%, as compared to the same period in 2015. Non-interest income for 2015 was $275.7 million, an increase of $94.6 million, or 52.2%, as compared to 2014. The following table presents the key components of non-interest income for years ended December 31, 2016, 2015 and 2014: Non-Interest Income Years Ended December 31, (dollars in thousands) 2016 2016 compared to 2015 Change Change 2015 Amount Percent 2015 2015 compared to 2014 Change Change 2014 Amount Percent Service charges on deposits $ 61,268 $ 59,740 $ 1,528 3% $ 59,740 $ 54,700 $ 5,040 Brokerage revenue 17,033 18,481 (1,448) (8)% 18,481 18,133 348 Residential mortgage banking revenue, net 157,863 124,722 33,141 27% 124,722 77,265 47,457 Gain on investment securities, net Gain on sale of loans, net Loss on junior subordinated 858 13,356 2,922 22,380 (2,064) (9,024) (71)% (40)% 2,922 22,380 2,904 15,113 18 7,267 debentures carried at fair value (6,323) (6,306) Change in FDIC indemnification asset (82) (853) 8,514 47,453 8,351 46,287 (17) 771 163 1,166 0% (90)% 2% 3% (6,306) (5,090) (1,216) (853) (15,151) 14,298 8,351 46,287 6,835 1,516 26,465 19,822 $299,940 $275,724 $24,216 9% $275,724 $181,174 $94,550 BOLI income Other income Total nm = not meaningful 9% 2% 61% 1% 48% 24% (94)% 22% 75% 52% The increase in service charges on deposits in 2016 compared to 2015 and 2015 compared to 2014 is primarily the result of organic growth in deposit balances during the periods. Brokerage commissions and fees in 2016 decreased due to a decrease in managed account fees at Umpqua Investments. Assets under management at Umpqua Investments was $3.2 billion at both December 31, 2016 and 2015. Brokerage commissions and fees in 2015 increased due to the increase in managed account fees and new balances at Umpqua Investments. In 2015, assets under management at Umpqua Investments increased to $3.2 billion as compared to $2.8 billion at December 31, 2014. Residential mortgage banking revenue for the year ended December 31, 2016 increased due to an increase in production, partially offset by losses related to the change in fair value of MSR which were higher in 2016 as compared to 2015. Closed mortgage volume for sale for 2016 was $4.0 billion, representing a 14% increase compared to 2015 production of $3.5 billion. The gain on sale margin for 2016 was 3.72% compared to 3.36% for 2015. Cash flows received from the servicing of the mortgage servicing rights’ underlying loans over the course of the year, offset by an increase in long-term interest rates compared to the same period of the prior year has contributed to a $25.9 million decline in fair value on the MSR asset in 2016, compared to a $20.7 million decline in fair value recognized in 2015. As of December 31, 2016, the Company serviced $14.3 billion of mortgage loans for others, and the related mortgage servicing right asset is valued at $143.0 million, or 1.00% of the total serviced portfolio principal balance. 40 In connection with the sale of investment securities, we recognized a gain on sale of $858,000 in 2016, and a gain on sale of $2.9 million for 2015 and 2014. During 2016, the Company sold investment securities to reduce the price risk of the portfolio if interest rates were to increase significantly. The gain on loan sales for the year ended December 31, 2016, decreased by $9.0 million due to the mix of loans sold during the year offset by the increase in the volume of loans sold. A loss of $6.3 million was recognized in 2016 and 2015, compared to a loss of $5.1 million for 2014, which represents the change of fair value on the junior subordinated debentures recorded at fair value. The increase in the loss during 2015 was the result of the fair value election on the junior subordinated debentures assumed in the Sterling merger, which the Company elected to account for at fair value on a recurring basis. The change in FDIC indemnification asset represents a change in cash flows expected to be recoverable under the loss-share agreements entered into with the FDIC in connection with FDIC-assisted acquisitions. The change has drastically decreased as these loss-share agreements are ending. BOLI income increased to $8.5 million in 2016. The increase as compared to prior years relates to increased cash surrender value associated with BOLI assets. Other income in 2016 compared to 2015 increased by $1.2 million, with increases attributable to various fees that have increased due to the increase in loans and due to increased swap revenue of $1.7 million as compared to 2015. Other income in 2015 as compared to 2014 increased by $19.8 million, with increases attributable to various fees that have increased due to the increase in loans. Other income also increased in 2015 due to increased swap revenue of $8.4 million as compared to 2014, as well as, BOLI death benefits received in 2015 of $5.4 million. NON-INTEREST EXPENSE Non-interest expense for 2016 was $737.2 million, a decrease of $26.5 million, or 3.5%, as compared to 2015. Non-interest expense for 2015 was $763.6 million, an increase of $79.6 million, or 11.6%, as compared to 2014. The following table presents the key elements of non-interest expense for the years ended December 31, 2016, 2015 and 2014. Non-Interest Expense Years Ended December 31, (dollars in thousands) 2016 compared to 2015 2015 compared to 2014 2016 2015 Change Change Amount Percent 2015 2014 Change Change Amount Percent Salaries and employee benefits $424,830 $430,936 $ (6,106) (1)% $430,936 $355,379 $ 75,557 Occupancy and equipment, net 151,944 142,975 8,969 6% 142,975 111,263 31,712 Communications Marketing Services FDIC assessments (Gain) loss on other real estate owned, net Intangible amortization Merger related expenses Goodwill impairment Other expenses 21,265 10,913 42,795 15,508 (279) 8,622 15,313 142 20,615 11,419 46,379 13,480 1,894 11,225 45,582 — 46,102 39,137 650 (506) (3,584) 2,028 3% (4)% (8)% 15% (2,173) (115)% (2,603) (30,269) 142 6,965 (23)% (66)% nm 18% 20,615 11,419 46,379 13,480 1,894 11,225 45,582 — 14,728 9,504 49,086 10,998 4,116 10,207 82,317 — 5,887 1,915 (2,707) 2,482 (2,222) 1,018 (36,735) — 39,137 36,465 2,672 Total $737,155 $763,642 $(26,487) (3)% $763,642 $684,063 $ 79,579 21% 29% 40% 20% (6)% 23% (54)% 10% (45)% —% 7% 12% Salaries and employee benefits costs decreased $6.1 million as compared to the prior year primarily related to decreased employee stock-based compensation, as well as declines in certain employee benefits and commissions. The increase from 2014 to 2015 related to the full year of compensation expense relating to the employees who joined the Bank through the 41 Sterling merger which was completed in April 2014. In addition, salaries and employee benefit costs also increased due to increased fixed and variable compensation expense associated with higher mortgage banking originations. Net occupancy and equipment expense increased in 2016 as compared to the prior year as a result of additional maintenance contracts related to certain infrastructure system contracts, following conversions over the past two years. The increase for 2015 as compared to 2014 was due to a full year of rent expense and depreciation expense related to the full year of activity from Sterling related operations, partially offset by store consolidations in 2015. Communications costs increased in 2016 compared to 2015, and in 2015 compared to 2014, primarily due to increased data processing costs as a result of the Company’s continued growth and expansion. Marketing expense decreased in 2016 compared to 2015 and increased in 2015 as compared to 2014 primarily related to costs associated with branding initiatives in 2015. Services expense decreased in 2016 compared to 2015 and 2014 primarily due to decreased fees for hosting services related to the system conversions. FDIC assessments increased in 2016 compared to 2015 and 2014 due to the increase in the assets and deposits from organic growth, as well as a surcharge in 2016. In the year ended December 31, 2016, the Company recognized a net gain on OREO properties of $279,000, as compared to net losses (which includes loss on sale and valuation adjustments) on OREO properties of $1.9 million and $4.1 million in the years ended December 31, 2015 and 2014, respectively. The gain in 2016 and the decrease in the loss in 2015 is primarily the result of improving real estate values, allowing for better realization of market values of existing OREO properties. We incur significant expenses in connection with the completion and integration of bank acquisitions that are not capitalizable. These merger related expenses are recorded in accordance with a Board approved accounting policy with respect to merger related charges, including internal and external charges. These expenses include acquisition related expenses, certain facility closure related costs, customer communications, restructuring expenses (including associate severance and retention charges) and expenses related to conversions of systems, including consulting costs. The merger related expenses incurred in 2016, 2015, and 2014, relate to the merger with Sterling. In 2016, the merger related expenses are the result of system and data conversions that continue through various completion phases. Merger Related Expense Years Ended December 31, (in thousands) Legal and professional Premises and Equipment Personnel Communication Contract termination Charitable contributions Investment banking fees Other $ $ 2016 6,904 5,950 1,405 291 — — — 763 $ 2015 21,849 6,640 11,564 2,309 154 — — 3,066 Total merger related expense $ 15,313 $ 45,582 $ 2014 22,276 3,677 18,837 2,522 10,378 10,000 9,573 5,054 82,317 Other non-interest expense increased in 2016 as compared to 2015 and 2014 due to exit or disposal costs of $4.7 million for the year ended December 31, 2016, which relates to the store consolidations that occurred during the second and third quarters of 2016. INCOME TAXES Our consolidated effective tax rate as a percentage of pre-tax income for 2016 was 36.3%, compared to 35.9% for 2015 and 36.0% for 2014. The effective tax rates differed from the federal statutory rate of 35% and the apportioned state rate of 5.1% (net of the federal tax benefit) principally because of the relative amount of income we earn in each state jurisdiction, non-taxable income arising from bank-owned life insurance, income on tax-exempt investment securities, nondeductible merger expenses and tax credits arising from low income housing investments. 42 INVESTMENT SECURITIES FINANCIAL CONDITION The composition of our investment securities portfolio reflects management’s investment strategy of maintaining an appropriate level of liquidity while providing a relatively stable source of interest income. The investment securities portfolio also mitigates interest rate and credit risk inherent in the loan portfolio, while providing a vehicle for the investment of available funds, a source of liquidity (by pledging as collateral or through repurchase agreements) and collateral for certain public funds deposits. Trading securities consist of securities held in inventory by Umpqua Investments for sale to its clients and securities invested in trust for the benefit of certain executives or former employees of acquired institutions as required by agreements. Trading securities were $11.0 million at December 31, 2016, as compared to $9.6 million at December 31, 2015. This increase is principally attributable to an increase in Rabbi Trusts balances. Investment securities available for sale were $2.7 billion as of December 31, 2016 compared to $2.5 billion at December 31, 2015. The increase is due to purchases of investment securities of $852.1 million of investment securities available for sale, offset by a decrease in fair value of investments securities available for sale of $30.7 million, and paydowns of $619.8 million and amortization of net purchase price premiums of $23.7 million. Investment securities held to maturity were $4.2 million as of December 31, 2016 as compared to holdings of $4.6 million at December 31, 2015. The change primarily relates to paydowns and maturities of investment securities held to maturity of $501,000. The following table presents the available for sale and held to maturity investment securities portfolio by major type as of December 31 for each of the last three years: Summary of Investment Securities December 31, 2016 2015 2014 $ — $ — $ 307,697 2,391,553 1,970 313,117 2,207,420 2,002 229 338,404 1,957,852 2,070 $2,701,220 $2,522,539 $2,298,555 $ $ 4,216 — 4,216 $ $ 4,609 — 4,609 $ $ 5,088 123 5,211 (in thousands) AVAILABLE FOR SALE U.S. Treasury and agencies Obligations of states and political subdivisions Residential mortgage-backed securities and collateralized mortgage obligations Investments in mutual funds and other equity securities HELD TO MATURITY Residential mortgage-backed securities and collateralized mortgage obligations Other investment securities 43 The following table presents information regarding the amortized cost, fair value, average yield and maturity structure of the investment portfolio at December 31, 2016. Investment Securities Composition* December 31, 2016 (dollars in thousands) OBLIGATIONS OF STATES AND POLITICAL SUBDIVISIONS One year or less One to five years Five to ten years Over ten years OTHER SECURITIES Residential mortgage-backed securities and collateralized mortgage obligations Other investment securities Total securities Amortized Cost Fair Value Average Yield $ 82,688 120,218 82,310 20,492 $ 83,318 123,832 81,395 19,152 5.77% 5.51% 3.90% 3.71% 305,708 307,697 5.04% 2,432,603 2,396,770 1.78% 1,959 1,970 2.28% $2,740,270 $2,706,437 2.15% *Weighted average yields are stated on a federal tax-equivalent basis of 35%. Weighted average yields for available for sale investments have been calculated on an amortized cost basis. The mortgage-related securities in the table above include both pooled mortgage-backed issues and high-quality collaterized mortgage obligation structures, with an average duration of 4.1 years. These mortgage-related securities provide yield spread to U.S. Treasury or agency securities; however, the cash flows arising from them can be volatile due to refinancing of the underlying mortgage loans. The equity security in ‘‘Other investment securities’’ in the table above at December 31, 2016 and 2015, principally represents an investment in a Community Reinvestment Act investment fund comprised largely of mortgage-backed securities, although funds may also invest in municipal bonds, certificates of deposit, repurchase agreements, or securities issued by other investment companies. We review investment securities on an ongoing basis for the presence of other-than-temporary impairment (‘‘OTTI’’) or permanent impairment, taking into consideration current market conditions, fair value in relationship to cost, extent and nature of the change in fair value, issuer rating changes and trends, whether we intend to sell a security or if it is more likely than not that we will be required to sell the security before recovery of our amortized cost basis of the investment, which may be maturity, and other factors. Gross unrealized losses in the available for sale investment portfolio was $44.0 million at December 31, 2016. This consisted primarily of unrealized losses on residential mortgage-backed securities and collateralized mortgage obligations of $40.5 million. The unrealized losses were primarily caused by interest rate increases subsequent to the purchase of the securities, and not credit quality. In the opinion of management, these securities are considered only temporarily impaired due to changes in market interest rates or the widening of market spreads subsequent to the initial purchase of the securities, and not due to concerns regarding the underlying credit of the issuers or the underlying collateral. RESTRICTED EQUITY SECURITIES Restricted equity securities were $45.5 million at December 31, 2016 and $46.9 million at December 31, 2015. The decrease is attributable to net redemptions of Federal Home Loan Banks (‘‘FHLB’’) stock. Of the $45.5 million at December 31, 2016, $44.1 million represents the Bank’s investment in the FHLBs of Des Moines and San Francisco. FHLB stock is carried at par and does not have a readily determinable fair value. Ownership of FHLB stock is restricted to the FHLB and member institutions, and can only be purchased and redeemed at par. 44 LOANS AND LEASES Loans and Leases, net Total loans and leases outstanding at December 31, 2016 were $17.5 billion, an increase of $642.1 million as compared to year-end 2015. This increase is principally attributable to net new loan and lease originations of $1.2 billion, partially offset by charge-offs of $49.9 million, transfers to other real estate owned of $5.9 million, and loans sold of $462.5 million during the period. The following table presents the composition of the loan and lease portfolio, net of deferred fees and costs, as of December 31 for each of the last five years. Loan and Lease Portfolio Composition As of December 31, (dollars in thousands) Amount Percentage Amount Percentage Amount Percentage Amount Percentage Amount Percentage 2016 2015 2014 2013 2012 Commercial real estate, net $ 9,395,062 53.7% $ 9,331,804 55.4% $ 8,903,660 58.1% $4,630,155 59.9% $4,582,768 Commercial, net Residential, net Consumer & other, net 3,575,627 3,899,815 638,159 20.4% 22.3% 3.6% 3,174,570 3,832,973 527,189 18.8% 22.7% 3.1% 2,948,823 3,097,275 389,036 19.2% 2,142,213 27.7% 1,757,660 20.2% 2.5% 907,485 52,375 11.7% 0.7% 792,604 43,638 63.9% 24.5% 11.0% 0.6% Total loans and leases, net $17,508,663 100.0% $16,866,536 100.0% $15,338,794 100.0% $7,732,228 100.0% $7,176,670 100.0% Loan and Lease Concentrations The following table presents the concentration distribution of our loan and lease portfolio by major type: (dollars in thousands) Commercial real estate Non-owner occupied term, net Owner occupied term, net Multifamily, net Construction & development, net Residential development, net Commercial Term, net LOC & other, net Leases and equipment finance, net Residential Mortgage, net Home equity loans & lines, net Consumer & other, net December 31, 2016 December 31, 2015 Amount Percentage Amount Percentage $ 3,330,442 2,599,055 2,858,956 463,625 142,984 1,508,780 1,116,259 950,588 2,887,971 1,011,844 638,159 19.0% $ 3,226,836 2,582,874 14.9% 3,151,516 16.3% 271,119 2.7% 99,459 0.8% 8.6% 6.4% 5.4% 16.5% 5.8% 3.6% 1,408,676 1,036,733 729,161 2,909,306 923,667 527,189 19.1% 15.3% 18.7% 1.6% 0.7% 8.4% 6.1% 4.3% 17.2% 5.5% 3.1% Total, net of deferred fees and costs $17,508,663 100.0% $16,866,536 100.0% Maturities and Sensitivities of Loans to Changes in Interest Rates The following table presents the maturity distribution of our commercial real estate and commercial loan portfolios and the rate sensitivity of these loans to changes in interest rates as of December 31, 2016: (in thousands) Commercial real estate Commercial(1) One Year One Through Five Years or Less Over Five Years Total Fixed Rate Floating Rate $ 777,210 $1,326,760 $ 1,902,953 649,227 $ $6,714,899 $ 649,052 $9,395,062 $2,625,039 $1,389,318 $ 806,170 $7,228,534 $ 492,109 By Maturity Loans Over One Year by Rate Sensitivity (1) Excludes the lease and equipment finance portfolio. 45 ASSET QUALITY AND NON-PERFORMING ASSETS The following table summarizes our non-performing assets and restructured loans: Non-Performing Assets As of December 31, (dollars in thousands) 2016 2015 2014 2013 2012 Loans and leases on non-accrual status $ 27,765 $ 29,215 $ 52,041 $ 31,891 $ 66,736 Loans and leases past due 90 days or more and accruing(1) Total non-performing loans and leases Other real estate owned Total non-performing assets Restructured loans(2) 28,369 56,134 6,738 62,872 40,667 $ $ 15,169 44,384 22,307 66,691 31,355 $ $ 7,512 59,553 37,942 97,495 54,836 $ $ Allowance for loan and lease losses Reserve for unfunded commitments $ 133,984 $ 130,322 $ 116,167 3,611 3,574 3,539 Allowance for credit losses $ 137,595 $ 133,896 $ 119,706 3,430 35,321 23,935 59,256 68,791 $ $ 4,232 70,968 27,512 98,480 70,602 95,085 $ 103,666 1,436 1,223 96,521 $ 104,889 $ $ $ $ Asset quality ratios: Non-performing assets to total assets 0.25% 0.28% 0.43% 0.51% 0.84% Non-performing loans and leases to total loans and leases 0.32% 0.26% 0.39% 0.46% 0.99% Allowance for loan and lease losses to total loans and leases 0.77% 0.77% 0.76% 1.23% 1.44% Allowance for credit losses to total loans and leases Allowance for credit losses to total non-performing loans and leases 0.79% 0.79% 0.78% 1.25% 1.46% 245% 302% 201% 273% 148% (1) Excludes government guaranteed GNMA mortgage loans that Umpqua has the right but not the obligation to repurchase that are past due 90 days or more totaling $10.9 million, $19.2 million, $11.1 million, $4.1 million and $237,000, as of December 31, 2016, 2015, 2014, 2013, and 2012, respectively. (2) Represents accruing restructured loans performing according to their restructured terms. Under acquisition accounting rules, loans (including those considered non-performing) acquired from Sterling were recorded at their estimated fair value. The Company recognized the loan portfolio acquired from Sterling at fair value as of the acquisition date, which resulted in a discount to the loan portfolio’s previous carrying value. Neither the credit portion nor any other portion of the fair value mark is reflected in the reported allowance for loan and lease losses, or related allowance coverage ratios, but we believe should be considered when comparing the current period ratios to similar ratios in periods prior to the acquisition of Sterling due to the impact of the purchase credit impaired loans not being included in non-performing loans, however, these acquired loans are included in the total loans and leases. In addition, the allowance for credit loss ratios have declined from periods prior to the acquisition of Sterling due to the acquired loans being included in total loans and leases, but not having a related allowance due to the application of the credit discount. The purchased non-credit impaired loans had remaining credit discount that will accrete into interest income over the life of the loans of $43.9 million and $72.8 million, as of December 31, 2016 and 2015, respectively. The purchased credit impaired loan pools had remaining discount of $45.7 million and $68.0 million, as of December 31, 2016 and 2015, respectively. Loans acquired with deteriorating credit quality are accounted for as purchased credit impaired pools. Typically this would include loans that were considered non-performing or restructured as of acquisition date. Accordingly, subsequent to acquisition, loans included in the purchased credit impaired pools are not reported as non-performing loans based upon 46 their individual performance status, so the categories of nonaccrual, impaired and 90 days past due and accruing do not include any purchased credit impaired loans. Restructured Loans At December 31, 2016 and December 31, 2015, impaired loans of $40.7 million and $31.4 million were classified as performing restructured loans, respectively. The restructurings were granted in response to borrower financial difficulty, by providing modification of loan repayment terms. The performing restructured loans on accrual status represent principally the only impaired loans accruing interest at December 31, 2016. In order for a restructured loan to be considered performing and on accrual status, the loan’s collateral coverage generally will be greater than or equal to 100% of the loan balance, the loan must be current on payments, and the borrower must either prefund an interest reserve or demonstrate the ability to make payments from a verified source of cash flow. There were no available commitments for troubled debt restructurings outstanding as of December 31, 2016 and December 31, 2015. The following table presents a distribution of our performing restructured loans by year of maturity, according to the restructured terms, as of December 31, 2016: (in thousands) Year 2017 2018 2019 2020 2021 Thereafter Total Amount $ 30,829 3 194 179 3,246 6,216 $ 40,667 ALLOWANCE FOR LOAN AND LEASE LOSSES AND RESERVE FOR UNFUNDED COMMITMENTS The allowance for loan and lease losses (‘‘ALLL’’) totaled $134.0 million at December 31, 2016, an increase of $3.7 million from the $130.3 million at December 31, 2015. The increase in the ALLL from the prior year-end is a result of loan and lease growth. 47 The following table provides a summary of activity in the ALLL by major loan type, net of deferred fees for each of the five years ended December 31: Allowance for Loan and Lease Losses (dollars in thousands) 2016 2015 2014 2013 2012 Balance, beginning of period $ 130,322 $ 116,167 $ 95,085 $ 103,666 $ 107,288 Loans charged-off: Commercial real estate, net Commercial, net Residential, net Consumer & other, net (3,137) (35,545) (1,885) (9,356) (6,797) (20,247) (970) (7,557) (8,030) (16,824) (1,855) (3,469) (9,748) (20,810) (3,655) (1,285) (25,270) (13,822) (5,878) (2,158) Total loans charged-off (49,923) (35,571) (30,178) (35,498) (47,128) Recoveries: Commercial real estate, net Commercial, net Residential, net Consumer & other, net Total recoveries Net charge-offs Provision charged to operations 1,958 4,995 1,028 3,930 2,682 5,001 641 4,813 2,539 6,744 462 1,274 4,436 10,445 569 751 6,673 6,089 999 544 11,911 13,137 11,019 16,201 14,305 (38,012) 41,674 (22,434) 36,589 (19,159) 40,241 (19,297) 10,716 (32,823) 29,201 Balance, end of period $ 133,984 $ 130,322 $ 116,167 $ 95,085 $ 103,666 As a percentage of average loans and leases: Net charge-offs Provision for loan and lease losses Recoveries as a percentage of charge-offs 0.22% 0.24% 23.86% 0.14% 0.23% 36.93% 0.15% 0.31% 36.51% 0.26% 0.15% 45.64% 0.49% 0.44% 30.35% The unallocated portion of ALLL provides for coverage of credit losses inherent in the loan portfolio but not captured in the credit loss factors that are utilized in the risk rating-based component, or in the specific impairment reserve component of the allowance for loan and lease losses, and acknowledges the inherent imprecision of all loss prediction models. At both December 31, 2016 and December 31, 2015, there was no unallocated allowance for loan and lease losses. The following table sets forth the allocation of the allowance for loan and lease losses and percent of loans and leases in each category to total loans and leases, net of deferred fees, as of December 31: Allowance for Loan and Lease Losses Composition As of December 31, (dollars in thousands) Amount 2016 % Amount 2015 % Amount 2014 % Amount 2013 % Amount 2012 % Commercial real estate, net Commercial, net Residential, net Consumer & other, net Allowance for loan and lease losses $ 47,795 53.7% $ 58,840 20.4% 17,946 22.3% 54,293 55.4% $ 47,487 18.8% 22,017 22.7% 55,184 58.1% $ 41,216 19.2% 15,922 20.2% 59,538 59.9% $ 27,028 27.7% 7,487 11.7% 67,038 63.9% 27,905 24.5% 7,729 11.0% 9,403 3.6% 6,525 3.1% 3,845 2.5% 1,032 0.7% 994 0.6% $ 133,984 $ 130,322 $ 116,167 $ 95,085 $ 103,666 At December 31, 2016, the recorded investment in loans classified as impaired totaled $54.0 million, with a corresponding valuation allowance (included in the allowance for loan and lease losses) of $867,000. The valuation allowance on impaired 48 loans represents the impairment reserves on performing current and former restructured loans and nonaccrual loans. At December 31, 2015, the total recorded investment in impaired loans was $52.1 million, with a corresponding valuation allowance (included in the allowance for loan and lease losses) of $788,000. The valuation allowance on impaired loans represents the impairment reserves on performing current and former restructured loans and nonaccrual loans at December 31, 2015. The following table presents a summary of activity in the reserve for unfunded commitments (‘‘RUC’’): Summary of Reserve for Unfunded Commitments Activity Years Ended December 31, (in thousands) Balance, beginning of period Net change to other expense Acquired reserve Balance, end of period 2016 2015 2014 $ 3,574 $ 3,539 $ 1,436 37 — 35 — (1,863) 3,966 $ 3,611 $ 3,574 $ 3,539 We believe that the ALLL and RUC at December 31, 2016 are sufficient to absorb probable losses inherent in the loan and lease portfolio and credit commitments outstanding as of that date based on the best information available. This assessment, based in part on historical levels of net charge-offs, loan and lease growth, and a detailed review of the quality of the loan and lease portfolio, involves uncertainty and judgment. Therefore, the adequacy of the ALLL and RUC cannot be determined with precision and may be subject to change in future periods. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require additional charges to the provision for loan and lease losses in future periods if warranted as a result of their review. RESIDENTIAL MORTGAGE SERVICING RIGHTS The following table presents the key elements of our residential mortgage servicing rights asset as of December 31, 2016, 2015, and 2014: Summary of Residential Mortgage Servicing Rights Years Ended December 31, (in thousands) Balance, beginning of period Acquired/purchased MSR Additions for new MSR capitalized Changes in fair value: Due to changes in model inputs or assumptions(1) Other(2) Balance, end of period 2016 2015 $ 131,817 $ 117,259 $ — 37,082 — 35,284 2014 47,765 62,770 23,311 7,873 (33,799) (380) (20,346) (5,757) (10,830) $ 142,973 $ 131,817 $ 117,259 (1) Principally reflects changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates. (2) Represents changes due to collection/realization of expected cash flows over time. Information related to our serviced loan portfolio as of December 31, 2016, 2015, and 2014 was as follows: (dollars in thousands) Balance of loans serviced for others MSR as a percentage of serviced loans December 31, 2016 December 31, 2015 December 31, 2014 $ 14,327,368 $ 13,047,266 $ 11,590,310 1.00% 1.01% 1.01% 49 Residential mortgage servicing rights are adjusted to fair value quarterly with the change recorded in residential mortgage banking revenue. The value of residential mortgage servicing rights is impacted by market rates for mortgage loans. Historically low market rates can cause prepayments to increase as a result of refinancing activity. To the extent loans are prepaid sooner than estimated at the time servicing assets are originally recorded, it is possible that certain residential mortgage servicing rights assets may decrease in value. Generally, the fair value of our residential mortgage servicing rights will increase as market rates for mortgage loans rise and decrease if market rates fall. GOODWILL AND OTHER INTANGIBLE ASSETS At December 31, 2016 and 2015, we had goodwill of $1.8 billion. Goodwill is recorded in connection with business combinations and represents the excess of the purchase price over the estimated fair value of the net assets acquired. For the year ended December 31, 2016, goodwill impairment losses of $142,000 were recognized related to a small subsidiary that is winding down operations. There were no goodwill impairment losses recognized during the years ended December 31, 2015 and 2014. At December 31, 2016, we had other intangible assets of $36.9 million, as compared to $45.5 million at December 31, 2015. As part of a business acquisition, the fair value of identifiable intangible assets such as core deposits, which includes all deposits except certificates of deposit, are recognized at the acquisition date. Intangible assets with definite useful lives are amortized to their estimated residual values over their respective estimated useful lives, and are also reviewed for impairment. We amortize other intangible assets on an accelerated or straight-line basis over an estimated ten to fifteen year life. Other intangible assets decreased in 2016 from 2015 as a result of amortization of the other intangible assets of $8.6 million during the year. No impairment losses have been recognized in the periods presented. DEPOSITS Total deposits were $19.0 billion at December 31, 2016, an increase of $1.3 billion, or 7.4%, as compared to year-end 2015 due to growth in all deposit categories, but primarily non-interest bearing demand and money market accounts. The growth reflects initiatives across the organization to focus on core deposit gathering. The following table presents the deposit balances by major category as of December 31, 2016 and December 31, 2015: Deposits (dollars in thousands) Non-interest bearing Interest bearing demand Money market Savings Time, $100,000 or greater Time, less than $100,000 Total December 31, 2016 December 31, 2015 Amount Percentage Amount Percentage $ 5,861,469 2,296,532 6,932,717 1,325,757 1,702,982 901,528 31% $ 5,318,591 2,157,376 12% 6,599,516 36% 1,136,809 7% 1,604,446 9% 890,451 5% 30% 12% 37% 6% 9% 6% $19,020,985 100% $17,707,189 100% The following table presents the scheduled maturities of time deposits of $100,000 and greater as of December 31, 2016: Maturities of Time Deposits of $100,000 and Greater (in thousands) Three months or less Over three months through six months Over six months through twelve months Over twelve months Time, $100,000 and over Amount $ 388,543 204,130 456,933 653,376 $1,702,982 The Company has brokered deposits, including Certificate of Deposit Account Registry Service (‘‘CDARS’’) included in time and money market deposits. These products are designed to enhance our ability to attract and retain customers and increase deposits, by providing additional FDIC coverage to customers. At December 31, 2016, the Company’s brokered deposits, including CDARS, were $1.0 billion compared to $758.9 million as of December 31, 2015. 50 BORROWINGS At December 31, 2016, the Bank had outstanding $352.9 million of securities sold under agreements to repurchase and no outstanding federal funds purchased balances. The Bank had outstanding term debt of $852.4 million at December 31, 2016, primarily with the Federal Home Loan Bank (‘‘FHLB’’). Term debt outstanding as of December 31, 2016 decreased $36.4 million since December 31, 2015 as a result of maturity payoffs, offset by new advances. Advances from the FHLB are secured by investment securities and loans secured by real estate. The FHLB advances have coupon interest rates ranging from 0.73% to 7.10% and mature in 2017 through 2033. JUNIOR SUBORDINATED DEBENTURES We had junior subordinated debentures with carrying values of $363.1 million and $356.7 million at December 31, 2016 and December 31, 2015, respectively. The increase is due to the change in fair value for the junior subordinated debentures elected to be carried at fair value. As of December 31, 2016, the majority of the junior subordinated debentures had interest rates that are adjustable on a quarterly basis based on a spread over three month LIBOR. LIQUIDITY AND CASH FLOW The principal objective of our liquidity management program is to maintain the Bank’s ability to meet the day-to-day cash flow requirements of our customers who either wish to withdraw funds or to draw upon credit facilities to meet their cash needs. We monitor the sources and uses of funds on a daily basis to maintain an acceptable liquidity position. One source of funds includes public deposits. Individual state laws require banks to collateralize public deposits, typically as a percentage of their public deposit balance in excess of FDIC insurance. Public deposits represent 8.6% and 10.6% of total deposits at December 31, 2016 and at December 31, 2015, respectively. The amount of collateral required varies by state and may also vary by institution within each state, depending on the individual state’s risk assessment of depository institutions. Changes in the pledging requirements for uninsured public deposits may require pledging additional collateral to secure these deposits, drawing on other sources of funds to finance the purchase of assets that would be available to be pledged to satisfy a pledging requirement, or could lead to the withdrawal of certain public deposits from the Bank. In addition to liquidity from core deposits and the repayments and maturities of loans and investment securities, the Bank can utilize established uncommitted federal funds lines of credit, sell securities under agreements to repurchase, borrow on a secured basis from the FHLB or issue brokered certificates of deposit. The Bank had available lines of credit with the FHLB totaling $5.9 billion at December 31, 2016 subject to certain collateral requirements, namely the amount of pledged loans and investment securities. The Bank had available lines of credit with the Federal Reserve totaling $348.0 million subject to certain collateral requirements, namely the amount of certain pledged loans. The Bank had uncommitted federal funds line of credit agreements with additional financial institutions totaling $450.0 million at December 31, 2016. Availability of lines is subject to federal funds balances available for loan and continued borrower eligibility. These lines are intended to support short-term liquidity needs, and the agreements may restrict consecutive day usage. The Company is a separate entity from the Bank and must provide for its own liquidity. Substantially all of the Company’s revenues are obtained from dividends declared and paid by the Bank. There were $164.0 million of dividends paid by the Bank to the Company in 2016. There are statutory and regulatory provisions that could limit the ability of the Bank to pay dividends to the Company. We believe that such restrictions will not have an adverse impact on the ability of the Company to fund its quarterly cash dividend distributions to common shareholders and meet its ongoing cash obligations, which consist principally of debt service on the outstanding junior subordinated debentures. As of December 31, 2016, the Company did not have any borrowing arrangements of its own. As disclosed in the Consolidated Statements of Cash Flows, net cash provided by operating activities was $421.6 million during 2016, with the difference between cash provided by operating activities and net income largely consisting of proceeds from the sale of loans held for sale of $4.1 billion, offset by originations of loans held for sale of $4.0 billion, as well as the gain on sale of loans of $178.1 million. This compares to net cash provided by operating activities of $376.7 million during 2015, with the difference between cash provided by operating activities and net income largely consisting of proceeds from the sale of loans held for sale of $3.5 billion, offset by originations of loans held for sale of $3.5 billion, as well as the gain on sale of loans of $150.9 million. 51 Net cash of $919.0 million used by investing activities during the 2016 consisted principally of $1.2 billion of net change in loans and leases and $852.1 million of purchases of investment securities available for sale, partially offset by proceeds from investment securities available for sale of $619.8 million and proceeds from sale of loans and leases of $475.8 million. This compares to net cash of $1.8 billion used by investing activities during 2015, which consisted principally of net changes in loans and leases of $1.8 billion and purchases of investment securities available for sale of $1.1 billion, partially offset by proceeds from investment securities available for sale of $805.6 million and proceeds from sale of loans and leases of $288.8 million. Net cash of $1.2 billion provided by financing activities during 2016 primarily consisted of $1.3 billion increase in net deposits and $490.0 million proceeds from term debt borrowings, partially offset by repayment of debt of $525.0 million and dividends paid on common stock of $141.1 million. This compares to net cash of $548.7 million provided by financing activities during 2015, which consisted primarily of $820.2 million increase in net deposits, partially offset by repayment of term debt of $265.0 million and $134.6 million dividends paid on common stock. Although we expect the Bank’s and the Company’s liquidity positions to remain satisfactory during 2017, it is possible that our deposit balances for 2017 may not be maintained at previous levels due to pricing pressure or, in order to generate deposit growth, our pricing may need to be adjusted in a manner that results in increased interest expense on deposits. OFF-BALANCE-SHEET-ARRANGEMENTS Information regarding Off-Balance-Sheet Arrangements is included in Note 18 and 19 of the Notes to Consolidated Financial Statements in Item 8 below. The following table presents a summary of significant contractual obligations extending beyond one year as of December 31, 2016 and maturing as indicated: Future Contractual Obligations As of December 31, 2016: (in thousands) Deposits(1) Term debt Junior subordinated debentures(2) Operating leases Other long-term liabilities(3) Less than 1 Year $ 17,992,981 255,000 — 32,765 4,021 $ 1 to 3 Years 550,744 50,000 — 55,996 6,865 $ 3 to 5 Years More than 5 Years 471,343 540,000 — 38,352 7,457 $ 5,917 5,146 475,427 48,822 51,000 Total $ 19,020,985 850,146 475,427 175,935 69,343 Total contractual obligations $ 18,284,767 $ 663,605 $ 1,057,152 $ 586,312 $ 20,591,836 (1) Deposits with indeterminate maturities, such as demand, savings and money market accounts, are reflected as obligations due in less than one year. (2) Represents the issued amount of all junior subordinated debentures. (3) Includes maximum payments related to employee benefit plans, assuming all future vesting conditions are met. Additional information about employee benefit plans is provided in Note 17 of the Notes to Consolidated Financial Statements in Item 8 below. The table above does not include interest payments or purchase accounting adjustments related to deposits, term debt or junior subordinated debentures. As of December 31, 2016, the Company has a liability for unrecognized tax benefits in the amount of $3.4 million, which includes accrued interest of $354,000. As the Company is not able to estimate the period in which this liability will be paid in the future, this amount is not included in the future contractual obligations table above. CONCENTRATIONS OF CREDIT RISK Information regarding Concentrations of Credit Risk is included in Note 2, 4, and 18 of the Notes to Consolidated Financial Statements in Item 8 below. CAPITAL RESOURCES Shareholders’ equity at December 31, 2016 was $3.9 billion, an increase of $67.5 million from December 31, 2015. The increase in shareholders’ equity during the year ended was principally due to net income of $232.9 million, offset by other comprehensive loss, net of tax, of $18.8 million and common stock dividends declared of $141.4 million. 52 The Federal Reserve Board has in place guidelines for risk-based capital requirements applicable to U.S. banks and bank/ financial holding companies. These risk-based capital guidelines take into consideration risk factors, as defined by regulation, associated with various categories of assets, both on and off-balance sheet. On July 2, 2013, the federal banking regulators approved the final proposed rules that revise the regulatory capital rules to incorporate certain revisions by the Basel Committee on Banking Supervision to the Basel capital framework (‘‘Basel III’’). The phase-in period for the final rules began for the Company on January 1, 2015, with full compliance with the final rules entire requirement phased in on January 1, 2019. The final rules, among other things, include a common equity Tier 1 capital (‘‘CET1’’) to risk-weighted assets ratio, including a capital conservation buffer, which will gradually increase from 4.5% on January 1, 2015 to 7.0% on January 1, 2019. The final rules also raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% on January 1, 2015 to 8.5% on January 1, 2019, as well as require a minimum leverage ratio of 4.0%. Under the final rule, as Umpqua is above $15.0 billion in assets as a result of an acquisition, the combined trust preferred security debt issuances were phased out of Tier 1 and into Tier 2 capital (75% starting in the first quarter of 2015 and 100% starting in the first quarter of 2016). It is possible the Company may accelerate redemption of the existing junior subordinated debentures. This could result in adjustments to the carrying value of these instruments, including the acceleration of losses on junior subordinated debentures carried at fair value within non-interest income. The Company currently does not intend to redeem the junior subordinated debentures in order to support regulatory total capital levels. The final rules also provide for a number of adjustments to and deductions from the new CET1. Under Basel III, the effects of certain accumulated other comprehensive items are not excluded; however, the Company and the Bank have made a one-time permanent election to continue to exclude these items in order to avoid significant variations in the level of capital depending on the impact of interest rate fluctuations on the fair value of the Company’s securities portfolio. In addition, deductions include, for example, the requirement that mortgage servicing rights, certain deferred tax assets not dependent upon future taxable income and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Under the BASEL III guidelines, capital strength is measured in three tiers, which are used in conjunction with risk-adjusted assets to determine the risk-based capital ratios. The guidelines require an 8% total risk-based capital ratio, of which 6% must be Tier 1 capital and 4.5% must be CET1. Our CET1 capital primarily includes shareholders’ equity less certain deductions for goodwill and other intangibles, net of taxes, net unrealized gains (losses) on AFS securities, net of tax, and certain DTAs that arise from tax loss and credit carryforwards, and totaled $2.1 billion at December 31, 2016. Tier 1 capital is primarily comprised of common equity Tier 1 capital and qualifying trust preferred securities, less certain additional deductions applied during the phase-in period, totaled $2.1 billion at December 31, 2016. Tier 2 capital components include all, or a portion of, the allowance for loan and lease losses and the portion of trust preferred securities in excess of Tier 1 statutory limits. The total of Tier 1 capital plus Tier 2 capital components is referred to as Total Risk-Based Capital, and was $2.7 billion at December 31, 2016. The percentage ratios, as calculated under the guidelines, were 11.47%, 11.47% and 14.72% for CET1, Tier 1 and Total Risk-Based Capital, respectively, at December 31, 2016. The CET1, Tier 1 and Total Risk-Based Capital ratios at December 31, 2015 were 11.35%, 11.65% and 14.34%, respectively. A minimum leverage ratio is required in addition to the risk-based capital standards and is defined as period-end shareholders’ equity and qualifying trust preferred securities, less accumulated other comprehensive income, goodwill and deposit-based intangibles, divided by average assets as adjusted for goodwill and other intangible assets. Although a minimum leverage ratio of 4% is required for the highest-rated financial holding companies that are not undertaking significant expansion programs, the Federal Reserve Board may require a financial holding company to maintain a leverage ratio greater than 4% if it is experiencing or anticipating significant growth or is operating with less than well-diversified risks in the opinion of the Federal Reserve Board. The Federal Reserve Board uses the leverage and risk-based capital ratios to assess capital adequacy of banks and financial holding companies. Our consolidated leverage ratios at December 31, 2016 and 2015 were 9.21% and 9.73%, respectively. As of December 31, 2016, the most recent notification from the FDIC categorized the Bank as ‘‘well-capitalized’’ under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s regulatory capital category. 53 During the year ended December 31, 2016, the Company made no contributions to the Bank. At December 31, 2016, all four of the capital ratios of the Bank exceeded the minimum ratios required by federal regulation. Management monitors these ratios on a regular basis to ensure that the Bank remains within regulatory guidelines. During 2016, Umpqua’s Board of Directors approved a cash dividend of $0.16 per common share for 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 the dividend rate will be reassessed on a quarterly basis by the Board of Directors in accordance with the dividend policy. There is no assurance that future cash dividends on common shares will be declared or increased. The following table presents cash dividends declared and dividend payout ratios (dividends declared per common share divided by basic earnings per common share) for the years ended December 31, 2016, 2015 and 2014: Cash Dividends and Payout Ratios per Common Share Dividend declared per common share Dividend payout ratio 2016 2015 2014 $0.64 60% $0.62 61% $0.60 76% The Company’s share repurchase plan, which was first approved by the Board and announced in August 2003, provided authority to repurchase up to 15 million shares of our common stock. In 2015, the Board extended the repurchase program for two years to July 31, 2017. As of December 31, 2016, a total of 10.8 million shares remained available for repurchase. The Company repurchased 635,000 shares under the repurchase plan in 2016. The timing and amount of future repurchases will depend upon the market price for our common stock, securities laws restricting repurchases, asset growth, earnings, and our capital plan. In addition, our stock plans provide that option and award holders may pay for the exercise price and tax withholdings in part or whole by tendering previously held shares. ITEM 7A. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK Our market risk arises primarily from credit risk and interest rate risk inherent in our investment, lending and financing activities. To manage our credit risk, we rely on various controls, including our underwriting standards and loan policies, internal loan monitoring and periodic credit reviews as well as our allowance of loan and lease losses (‘‘ALLL’’) methodology, all of which are administered by the Bank’s Credit Quality Group or ALLL Committee. Additionally, the Company’s Enterprise Risk and Credit Committee provides board oversight over the Company’s loan portfolio risk management functions, the Company’s Finance and Capital Committee provides board oversight over the Company’s investment portfolio and hedging risk management functions, and the Bank’s Audit and Compliance Committee provides board oversight of the ALLL process and reviews and approves the ALLL methodology. Interest rate risk is the potential for loss resulting from adverse changes in the level of interest rates on the Company’s net interest income. The absolute level and volatility of interest rates can have a significant impact on our profitability. The objective of interest rate risk management is to identify and manage the sensitivity of net interest income to changing interest rates to achieve our overall financial objectives. Based on economic conditions, asset quality and various other considerations, management establishes tolerance ranges for interest rate sensitivity and manages within these ranges. Net interest income and the fair value of financial instruments are greatly influenced by changes in the level of interest rates. We manage exposure to fluctuations in interest rates through policies that are established by the Asset/Liability Management Committee (‘‘ALCO’’). The ALCO meets monthly and has responsibility for developing asset/liability management policy, formulating and implementing strategies to improve balance sheet positioning and earnings and reviewing interest rate sensitivity. The Board of Directors’ Finance and Capital Committee provides oversight of the asset/liability management process, reviews the results of the interest rate risk analyses prepared for the ALCO and approves the asset/liability policy on an annual basis. We measure our interest rate risk position on at least a quarterly basis using three methods: (i) gap analysis, (ii) net interest income simulation; and (iii) economic value of equity (fair value of financial instruments) modeling. The results of these analyses are reviewed by ALCO and the Finance and Capital Committee quarterly. If hypothetical changes to interest rates cause changes to our simulated net interest income simulation or economic value of equity modeling outside of our 54 pre-established internal limits, we may adjust the asset and liability size or mix in an effort to bring our interest rate risk exposure within our established limits. Gap Analysis A gap analysis provides information about the volume and repricing characteristics and relationship between the amounts of interest-sensitive assets and interest-bearing liabilities at a particular point in time. An effective interest rate strategy attempts to match how the volume of interest sensitive assets and interest bearing liabilities respond to changes in interest rates within an acceptable timeframe, thereby minimizing the impact of interest rate changes on net interest income. Gap analysis measures interest rate sensitivity at a point in time as the difference between the estimated volumes of asset and liability cash flows or repricing characteristics across various time horizons: immediate to three months, four to twelve months, one to five years, over five years, and on a cumulative basis. The differences are known as interest sensitivity gaps. The main focus of this interest rate management tool is the gap sensitivity identified as the cumulative one year gap. The table below sets forth interest sensitivity gaps for these different intervals as of December 31, 2016. Interest Sensitivity Gap (in thousands) ASSETS Interest bearing cash and temporary investments Trading account assets Securities held to maturity Securities available for sale Loans held for sale Loans and leases By Estimated Cash Flow or Repricing Interval 0-3 Months 4-12 Months 1-5 Years Over 5 Years Non-Rate- Sensitive Total $ 1,117,438 $ — $ — $ — $ — $ 1,117,438 10,964 1,759 122,267 390,857 — 59 — 95 — 5,044 336,917 1,083,670 1,110,148 — — — — (2,741) 48,218 (3,539) 10,964 4,216 2,701,220 387,318 5,842,069 2,312,940 7,373,239 1,926,057 54,358 17,508,663 Non-interest earning assets — — — — 3,083,300 3,083,300 Total assets 7,485,354 2,649,916 8,457,004 3,041,249 3,179,596 $24,813,119 LIABILITIES AND SHAREHOLDERS’ EQUITY Interest bearing demand deposits $ 2,296,532 $ — $ — $ — $ — $ 2,296,532 Money market deposits Savings deposits Time deposits Securities sold under agreements to repurchase Term debt Junior subordinated debentures, at fair value Junior subordinated debentures, at amortized cost Non-interest bearing liabilities and shareholders’ equity 6,932,717 1,325,757 — — — — — — 559,794 1,023,267 1,015,710 5,739 — — — 6,932,717 1,325,757 2,604,510 352,948 100,160 — 155,025 — 590,133 — 5,332 — 1,747 352,948 852,397 379,390 85,572 — — — — — — — — (117,181) 262,209 10,465 4,894 100,931 — 10,085,118 10,085,118 Total liabilities and shareholders’ equity 12,032,870 1,178,292 1,605,843 21,536 9,974,578 $24,813,119 Interest rate sensitivity gap (4,547,516) 1,471,624 6,851,161 3,019,713 (6,794,982) Cumulative interest rate sensitivity gap $ (4,547,516) $(3,075,892) $3,775,269 $6,794,982 $ — Cumulative gap as a % of earning assets (21)% (14)% 17% 31% 55 The gap table has inherent limitations and actual results may vary significantly from the results suggested by the gap table. The gap table is unable to incorporate certain balance sheet characteristics or factors. The gap table assumes a static balance sheet and looks at the repricing of existing assets and liabilities without consideration of new loans and deposits that reflect a more current interest rate environment. Changes in the mix of earning assets or supporting liabilities can either increase or decrease the net interest margin without affecting interest rate sensitivity. In addition, the interest rate spread between an asset and its supporting liability can vary significantly, while the timing of repricing for both the asset and the liability remains the same, thus impacting net interest income. This characteristic is referred to as basis risk and generally relates to the possibility that the repricing characteristics of short-term assets tied to the prime rate are different from those of short-term funding sources such as certificates of deposit. Varying interest rate environments can create unexpected changes in prepayment levels of assets and liabilities that are not reflected in the interest rate sensitivity analysis. These prepayments may have a significant impact on our net interest margin. For example, unlike the net interest income simulation, the interest rate risk profile of certain deposit products and floating rate loans that have reached their floors cannot be captured effectively in a gap table. Although the table shows the amount of certain assets and liabilities scheduled to reprice in a given time frame, it does not reflect when or to what extent such repricings may actually occur. For example, interest-bearing checking, money market and savings deposits are shown to reprice in the first three months, but we may choose to reprice these deposits more slowly and incorporate only a portion of the movement in market rates based on market conditions at that time. Alternatively, a loan which has reached its floor may not reprice upwards even though market interest rates increase causing such loan to act like a fixed rate loan regardless of its scheduled repricing date. The gap table as presented cannot factor in the flexibility we believe we have in repricing deposits or the floors on our loans. Because of these factors, an interest sensitivity gap analysis may not provide an accurate or complete assessment of our exposure to changes in interest rates. We believe the estimated effect of a change in interest rates is better reflected in our net interest income and economic value of equity simulations. Net Interest Income Simulation Interest rate sensitivity is a function of the repricing characteristics of our interest earning assets and interest bearing liabilities. These repricing characteristics are the time frames within which the interest bearing assets and liabilities are subject to change in interest rates either at replacement, repricing or maturity during the life of the instruments. Interest rate sensitivity management focuses on the maturity structure of assets and liabilities and their repricing characteristics during periods of changes in market interest rates. Management utilizes an interest rate simulation model to estimate the sensitivity of net interest income to changes in market interest rates. This model is an interest rate risk management tool and the results are not necessarily an indication of our future net interest income. This model has inherent limitations and these results are based on a given set of rate changes and assumptions at one point in time. These estimates are based upon a number of assumptions for each scenario, including changes in the size or mix of the balance sheet, new volume rates for new balances, the rate of prepayments, and the correlation of pricing to changes in the interest rate environment. For example, for interest bearing deposit balances we may choose to reprice these balances more slowly and incorporate only a portion of the movement in market rates based on market conditions at that time. Our primary analysis assumes a static balance sheet, both in terms of the total size and mix of our balance sheet, meaning cash flows from the maturity or repricing of assets and liabilities are redeployed in the same instrument at modeled rates. Changes that could vary significantly from our assumptions include loan and deposit growth or contraction, changes in the mix of our earning assets or funding sources, the performance of loans accounted for under the expected cash flow method, and future asset/liability management decisions, all of which may have significant effects on our net interest income. Also, some of the assumptions made in the simulation model may not materialize and unanticipated events and circumstances may occur. In addition, the simulation model does not take into account any future actions management could undertake to mitigate the impact of interest rate changes or the impact a change in interest rates may have on our credit risk profile, loan prepayment estimates and spread relationships, which can change regularly. Actions we could undertake include, but are not limited to, growing or contracting the balance sheet, changing the composition of the balance sheet, or changing our pricing strategies for loans or deposits. 56 The estimated impact on our net interest income over a time horizon of one year as of December 31, 2016, 2015, and 2014 are indicated in the table below. For the scenarios shown, the interest rate simulation assumes a parallel and sustained shift in market interest rates ratably over a twelve-month period and no change in the composition or size of the balance sheet. For example, the ‘‘up 200 basis points’’ scenario is based on a theoretical increase in market rates of 16.7 basis points per month for twelve months applied to the balance sheet of December 31 for each respective year. Interest Rate Simulation Impact on Net Interest Income As of December 31, Up 300 basis points Up 200 basis points Up 100 basis points Down 100 basis points Down 200 basis points Down 300 basis points 2016 2015 2014 4.9% 3.5% 2.1% 2.5% 1.9% 1.2% 0.3% 0.5% 0.5% (3.8)% (2.7)% (2.4)% (7.4)% (5.7)% (5.2)% (10.3)% (7.8)% (7.3)% Asset sensitivity indicates that in a rising interest rate environment the Company’s net interest margin would increase and in a decreasing interest rate environment the Company’s net interest margin would decrease. Liability sensitivity indicates that in a rising interest rate environment a Company’s net interest margin would decrease and in a decreasing interest rate environment the Company’s net interest margin would increase. For all years presented, we were ‘‘asset-sensitive’’ meaning we expect our net interest income to increase as market rates increase. The relative level of asset sensitivity as of December 31, 2016 has increased from the prior periods presented due to the following strategic actions: 1. greater emphasis on C&I lending which typically carry shorter durations and more frequent repricing characteristics; 2. greater emphasis on reducing long term asset exposure through targeted loan sales; 3. preference for higher interest bearing cash balances which reprice daily; and 4. renewal and extension of term borrowings which enables the Company to secure long term fixed rate stable funding. In the decreasing interest rate environments, we show a decline in net interest income as interest bearing assets re-price lower and deposits remain at or near their floors. It should be noted that although net interest income simulation results are presented through the down 300 basis points interest rate environments, we do not believe the down 200 and 300 basis point scenarios are plausible in the near term given the current level of interest rates. Interest rate sensitivity in the first year of the net interest income simulation for increasing interest rate scenarios is negatively impacted by the cost of non-maturity deposits repricing immediately while interest earnings assets (primarily the loan and leases held for investment portfolio) reprice at a slower rate based upon the instrument level repricing characteristics (refer to the Interest Sensitivity Gap table above). As a result, interest sensitivity in increasing interest rates scenarios improves in subsequent years as these assets reprice. Management also prepares and reviews the longer term trends of the net interest income simulation to measure and monitor risk. This analysis assumes the same rate shift over the first year of the scenario as described above, and holding steady thereafter. The estimated impact on our net interest income over the first and second year time horizons as it relates to our balance sheet as of December 31, 2016 is indicated in the table below. Interest Rate Simulation Impact on Net Interest Income As of December 31, 2016 Up 300 basis points Up 200 basis points Up 100 basis points Down 100 basis points Down 200 basis points Down 300 basis points Year 1 Year 2 4.9% 3.5% 2.1% 6.1% 4.7% 2.8% (3.8)% (9.1)% (7.4)% (17.8)% (10.3)% (24.1)% In general, we view the net interest income model results as more relevant to the Company’s current operating profile (a going concern), and we primarily manage our balance sheet based on this information. 57 Economic Value of Equity Another interest rate sensitivity measure we utilize is the quantification of economic value changes for all financial assets and liabilities, given an increase or decrease in market interest rates. This approach provides a longer-term view of interest rate risk, capturing all future expected cash flows. Assets and liabilities with option characteristics are measured based on different interest rate path valuations using statistical rate simulation techniques. The projections are by their nature forward- looking and therefore inherently uncertain, and include various assumptions regarding cash flows and discount rates. The table below illustrates the effects of various instantaneous market interest rate changes on the fair values of financial assets and liabilities (excluding mortgage servicing rights) as compared to the corresponding carrying values and fair values: Interest Rate Simulation Impact on Fair Value of Financial Assets and Liabilities As of December 31, Up 300 basis points Up 200 basis points Up 100 basis points Down 100 basis points Down 200 basis points Down 300 basis points 2016 2015 (8.8)% (8.1)% (5.1)% (4.6)% (2.3)% (1.9)% 0.6% (2.4)% 3.4% (1.0)% 2.9% (1.8)% As of December 31, 2016, our economic value of equity model indicates a liability sensitive profile. This suggests a sudden or sustained increase in market interest rates would result in a decrease in our estimated economic value of equity. Our overall sensitivity to market interest rate changes as of December 31, 2016 has increased as compared to December 31, 2015. As of December 31, 2016, our estimated economic value of equity (fair value of financial assets and liabilities) exceeded our book value of equity. This result is primarily based on the value placed on the Company’s significant amount of noninterest bearing and low cost interest bearing deposits. While noninterest bearing deposits do not impact the net interest income simulation, the value of these deposits has a significant impact on the economic value of equity model, particularly when market rates are assumed to rise. IMPACT OF INFLATION AND CHANGING PRICES A financial institution’s asset and liability structure is substantially different from that of an industrial firm in that primarily all assets and liabilities of a bank are monetary in nature, with relatively little investment in fixed assets or inventories. Inflation has an important impact on the growth of total assets and the resulting need to increase equity capital at higher than normal rates in order to maintain appropriate capital ratios. We believe that the impact of inflation on financial results depends on management’s ability to react to changes in interest rates and, by such reaction, reduce the inflationary impact on performance. We have an asset/liability management program which attempts to manage interest rate sensitivity. In addition, periodic reviews of banking services and products are conducted to adjust pricing in view of current and expected costs. Our financial statements included in Item 8 below have been prepared in accordance with accounting principles generally accepted in the United States, which requires us to measure financial position and operating results principally in terms of historic dollars. Changes in the relative value of money due to inflation or recession are generally not considered. The primary effect of inflation on our results of operations is through increased operating costs, such as compensation, occupancy and business development expenses. In management’s opinion, changes in interest rates affect the financial condition of a financial institution to a far greater degree than changes in the rate of inflation. Although interest rates are greatly influenced by changes in the inflation rate, they do not necessarily change at the same rate or in the same magnitude as the inflation rate. Interest rates are highly sensitive to many factors that are beyond our control, including U.S. fiscal and monetary policy and general national and global economic conditions. 58 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders Umpqua Holdings Corporation and Subsidiaries We have audited the accompanying consolidated balance sheets of Umpqua Holdings Corporation and Subsidiaries (the Company) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2016. We also have audited the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Umpqua Holdings Corporation and Subsidiaries as of December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, Umpqua Holdings Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. /s/ Moss Adams LLP Portland, Oregon February 23, 2017 59 UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2016 and 2015 (in thousands, except shares) ASSETS Cash and due from banks Interest bearing cash and temporary investments Total cash and cash equivalents Investment securities Trading, at fair value Available for sale, at fair value Held to maturity, at amortized cost Loans held for sale, at fair value Loans and leases Allowance for loan and lease losses Net loans and leases Restricted equity securities Premises and equipment, net Goodwill Other intangible assets, net Residential mortgage servicing rights, at fair value Other real estate owned Bank owned life insurance Deferred tax asset, net Other assets December 31, 2016 December 31, 2015 $ 331,994 1,117,438 1,449,432 $ 277,645 496,080 773,725 10,964 2,701,220 4,216 387,318 17,508,663 (133,984) 17,374,679 45,528 303,882 1,787,651 36,886 142,973 6,738 299,673 34,322 227,637 9,586 2,522,539 4,609 363,275 16,866,536 (130,322) 16,736,214 46,949 328,734 1,787,793 45,508 131,817 22,307 291,892 138,082 203,351 Total assets $24,813,119 $23,406,381 LIABILITIES AND SHAREHOLDERS’ EQUITY Deposits Noninterest bearing Interest bearing Total deposits Securities sold under agreements to repurchase Term debt Junior subordinated debentures, at fair value Junior subordinated debentures, at amortized cost Other liabilities Total liabilities COMMITMENTS AND CONTINGENCIES (NOTE 18) SHAREHOLDERS’ EQUITY Common stock, no par value, shares authorized: 400,000,000 as of December 31, 2016 and 2015; issued and outstanding: 220,177,030 as of December 31, 2016 and 220,171,091 as of December 31, 2015 Retained earnings Accumulated other comprehensive loss Total shareholders’ equity Total liabilities and shareholders’ equity See notes to consolidated financial statements $ 5,861,469 13,159,516 $ 5,318,591 12,388,598 19,020,985 352,948 852,397 262,209 100,931 306,854 17,707,189 304,560 888,769 255,457 101,254 299,818 20,896,324 19,557,047 3,515,299 422,839 (21,343) 3,520,591 331,301 (2,558) 3,916,795 3,849,334 $24,813,119 $23,406,381 60 UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME For the Years Ended December 31, 2016, 2015 and 2014 (in thousands, except per share amounts) INTEREST INCOME Interest and fees on loans and leases Interest and dividends on investment securities: Taxable Exempt from federal income tax Dividends Interest on temporary investments and interest bearing deposits Total interest income INTEREST EXPENSE Interest on deposits Interest on securities sold under agreement to repurchase Interest on term debt Interest on junior subordinated debentures Total interest expense Net interest income PROVISION FOR LOAN AND LEASE LOSSES 2016 2015 2014 $850,067 $869,433 $763,803 46,427 8,828 1,399 3,918 47,842 9,647 708 2,236 45,784 10,345 325 2,264 910,639 929,866 822,521 35,240 132 15,005 15,674 66,051 29,839 173 14,470 13,750 58,232 23,815 346 12,793 11,739 48,693 844,588 41,674 871,634 36,589 773,828 40,241 Net interest income after provision for loan and lease losses 802,914 835,045 733,587 NON-INTEREST INCOME Service charges on deposits Brokerage revenue Residential mortgage banking revenue, net Gain on investment securities, net Gain on loan sales, net Loss on junior subordinated debentures carried at fair value Change in FDIC indemnification asset BOLI income Other income Total non-interest income NON-INTEREST EXPENSE Salaries and employee benefits Occupancy and equipment, net Communications Marketing Services FDIC assessments (Gain) loss on other real estate owned, net Intangible amortization Merger related expenses Goodwill impairment Other expenses Total non-interest expense Income before provision for income taxes Provision for income taxes Net income 61 61,268 17,033 157,863 858 13,356 (6,323) (82) 8,514 47,453 59,740 18,481 124,722 2,922 22,380 (6,306) (853) 8,351 46,287 54,700 18,133 77,265 2,904 15,113 (5,090) (15,151) 6,835 26,465 299,940 275,724 181,174 424,830 151,944 21,265 10,913 42,795 15,508 (279) 8,622 15,313 142 46,102 430,936 142,975 20,615 11,419 46,379 13,480 1,894 11,225 45,582 — 39,137 355,379 111,263 14,728 9,504 49,086 10,998 4,116 10,207 82,317 — 36,465 737,155 763,642 684,063 365,699 132,759 347,127 124,588 230,698 83,040 $232,940 $222,539 $147,658 UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (Continued) For the Years Ended December 31, 2016, 2015 and 2014 (in thousands, except per share amounts) Net income Dividends and undistributed earnings allocated to participating securities Net earnings available to common shareholders Earnings per common share: Basic Diluted Weighted average number of common shares outstanding: Basic Diluted See notes to consolidated financial statements 2016 2015 2014 $232,940 125 $222,539 357 $147,658 484 $232,815 $222,182 $147,174 $ $ 1.06 1.05 $ $ 1.01 1.01 $ $ 0.79 0.78 220,282 220,908 220,327 221,045 186,550 187,544 62 UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Years Ended December 31, 2016, 2015 and 2014 (in thousands) Net income Available for sale securities: Unrealized (losses) gains arising during the period Income tax benefit (expense) related to unrealized gains Reclassification adjustment for net realized gains in earnings Income tax expense related to realized gains Net change in unrealized (losses) gains Held to maturity securities: Accretion of unrealized losses related to factors other than credit to investment securities held to maturity Income tax benefit related to unrealized losses Net change in unrealized losses related to factors other than credit Other comprehensive (loss) income, net of tax Comprehensive income See notes to consolidated financial statements 2016 2015 2014 $232,940 $222,539 $147,658 (29,817) (20,860) 11,558 (858) 332 8,031 (2,922) 1,125 31,215 (12,486) (2,904) 1,162 (18,785) (14,626) 16,987 — — — — — — 94 (37) 57 (18,785) (14,626) 17,044 $214,155 $207,913 $164,702 63 UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY For the Years Ended December 31, 2016, 2015 and 2014 (in thousands, except shares) BALANCE AT JANUARY 1, 2014 Net income Other comprehensive income, net of tax Stock issued in connection with merger(1) Stock-based compensation Stock repurchased and retired Issuances of common stock under stock plans(2) Cash dividends on common stock ($0.60 per share) Common Stock Shares Amount 111,973,203 $1,514,485 Retained Earnings $ 214,408 147,658 104,385,087 (403,828) 4,206,658 1,989,030 15,292 (7,183) 7,692 (115,824) Accumulated Other Comprehensive Income (Loss) $ (4,976) 17,044 Total $1,723,917 147,658 17,044 1,989,030 15,292 (7,183) 7,692 (115,824) Balance at December 31, 2014 220,161,120 $3,519,316 $ 246,242 $ 12,068 $3,777,626 BALANCE AT JANUARY 1, 2015 Net income Other comprehensive loss, net of tax Stock-based compensation Stock repurchased and retired Issuances of common stock under stock plans Cash dividends on common stock ($0.62 per share) 220,161,120 $3,519,316 $ 246,242 222,539 $ 12,068 (14,626) (844,215) 854,186 14,383 (14,589) 1,481 (137,480) $3,777,626 222,539 (14,626) 14,383 (14,589) 1,481 (137,480) Balance at December 31, 2015 220,171,091 $3,520,591 $ 331,301 BALANCE AT JANUARY 1, 2016 Net income Other comprehensive loss, net of tax Stock-based compensation Stock repurchased and retired Issuances of common stock under stock plans Cash dividends on common stock ($0.64 per share) 220,171,091 $3,520,591 $ 331,301 232,940 (1,117,061) 1,123,000 9,790 (17,708) 2,626 (141,402) $ $ (2,558) $3,849,334 (2,558) (18,785) $3,849,334 232,940 (18,785) 9,790 (17,708) 2,626 (141,402) Balance at December 31, 2016 220,177,030 $3,515,299 $ 422,839 $ (21,343) $3,916,795 (1) The amount of common stock issued in connection with the merger is net of $784,000 of issuance costs. (2) The shares issued include 2,889,996 warrants exercised. See notes to consolidated financial statements 64 UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW For the Years Ended December 31, 2016, 2015 and 2014 (in thousands) 2016 2015 2014 CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustments to reconcile net income to net cash provided by operating activities: Deferred income tax expense Amortization of investment premiums, net Gain on sale of investment securities, net Gain on sale of other real estate owned, net Valuation adjustment on other real estate owned Provision for loan and lease losses Change in cash surrender value of bank owned life insurance Change in FDIC indemnification asset Depreciation, amortization and accretion Loss on sale of premises and equipment Goodwill impairment Additions to residential mortgage servicing rights carried at fair value Change in fair value residential mortgage servicing rights carried at fair value Change in junior subordinated debentures carried at fair value Stock-based compensation Net (increase) decrease in trading account assets Gain on sale of loans Change in loans held for sale carried at fair value Origination of loans held for sale Proceeds from sales of loans held for sale Change in other assets and liabilities: Net (increase) decrease in other assets Net increase in other liabilities Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of investment securities available for sale Proceeds from investment securities available for sale Proceeds from investment securities held to maturity Purchases of restricted equity securities Redemption of restricted equity securities Net change in loans and leases Proceeds from sales of loans Net change in premises and equipment Proceeds from bank owned life insurance death benefit Proceeds from redemption of bank owned life insurance cash surrender value Net change in proceeds from FDIC indemnification asset Proceeds from sales of other real estate owned Net cash paid in divestiture Net cash acquired in acquisition, net of consideration paid $ 232,940 $ 222,539 $ 147,658 115,650 23,743 (858) (1,998) 1,719 41,674 (8,595) 82 59,256 6,737 142 (37,082) 99,966 23,544 (2,922) (888) 2,782 36,589 (8,501) 853 51,593 3,655 — (35,284) 80,027 20,822 (2,904) (127) 3,728 40,241 (9,713) 15,151 39,209 1,482 — (23,311) 25,926 6,752 9,790 (1,378) (178,141) 3,517 (3,990,278) 4,127,503 20,726 6,163 14,383 413 (150,855) 696 (3,497,920) 3,549,226 16,587 5,849 15,292 452 (93,294) (9,688) (2,146,829) 2,267,471 (27,080) 11,622 24,692 15,290 (49,165) 38,632 421,643 376,740 357,570 (852,101) 619,752 501 (600) 2,021 (1,150,919) 475,810 (30,313) 814 (1,074,205) 805,640 598 — 72,442 (1,816,164) 288,805 (69,341) 5,351 — 140 15,855 — — 6,476 684 22,803 — — (363,064) 1,238,676 741 — 5,615 (943,075) 356,464 (59,514) 3,723 — (2,667) 15,931 (127,557) 116,867 Net cash (used) provided by investing activities (919,040) (1,756,911) 242,140 65 UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Continued) For the Years Ended December 31, 2016, 2015 and 2014 (in thousands) 2016 2015 2014 CASH FLOWS FROM FINANCING ACTIVITIES: Net increase in deposit liabilities Net increase (decrease) in securities sold under agreements to repurchase Proceeds from term debt borrowings Repayment of term debt borrowings Dividends paid on common stock Proceeds from stock options exercised Repurchases and retirement of common stock 1,315,886 48,388 490,000 (525,014) (141,074) 2,626 (17,708) 820,210 (8,761) 150,000 (264,998) (134,618) 1,481 (14,589) 905,396 (496,307) — (97,003) (99,233) 9,368 (7,183) Net cash provided by financing activities 1,173,104 548,725 215,038 Net increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period 675,707 773,725 (831,446) 1,605,171 814,748 790,423 Cash and cash equivalents, end of period $1,449,432 $ 773,725 $1,605,171 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid during the period for: Interest Income taxes SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Change in unrealized losses on investment securities available for sale, net of taxes Change in unrealized losses on investment securities held to maturity related to factors other than credit, net of taxes Cash dividend declared on common stock and payable after period-end Change in GNMA mortgage loans recognized due to repurchase option Transfer of loans to other real estate owned Transfers from other real estate owned to loans due to internal financing Acquisitions: Assets acquired Liabilities assumed See notes to consolidated financial statements $ $ $ $ $ $ $ $ $ $ 70,796 8,164 $ $ 67,884 13,263 $ $ 55,235 7,098 (18,785) $ (14,626) $ 16,987 — $ $ $ $ $ 35,243 (8,319) 5,888 5,881 35,281 8,114 9,062 — $ $ $ $ — $ 57 33,109 7,000 24,873 — — $ — $ — $9,877,572 — $8,767,025 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1—Significant Accounting Policies Nature of Operations—Umpqua Holdings Corporation (the ‘‘Company’’) is a financial holding company with headquarters in Portland, Oregon, that is engaged primarily in the business of commercial and retail banking and the delivery of retail brokerage services. The Company provides a wide range of banking, wealth management, mortgage and other financial services to corporate, institutional and individual customers through its wholly-owned banking subsidiary Umpqua Bank (the ‘‘Bank’’). The Company engages in the retail brokerage business through its wholly-owned subsidiary Umpqua Investments, Inc. (‘‘Umpqua Investments’’). The Bank also has a wholly-owned subsidiary, Financial Pacific Leasing Inc., a commercial equipment leasing company. In 2015, we formed Pivotus Ventures, Inc. as a wholly-owned subsidiary of Umpqua Holdings Corporation, which focuses on advancing bank innovation by developing new bank platforms that could have a significant impact on the experience and economics of banking. The Company and its subsidiaries are subject to regulation by certain federal and state agencies and undergo periodic examination by these regulatory agencies. Basis of Financial Statement Presentation—The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and with prevailing practices within the banking and securities industries. In preparing such financial statements, management is required to make certain estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the balance sheet and the reported amounts of revenues and expenses for the reporting period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan and lease losses, the valuation of mortgage servicing rights, the fair value of junior subordinated debentures, and the valuation of goodwill and other intangible assets. Consolidation—The accompanying consolidated financial statements include the accounts of the Company, the Bank, Umpqua Investments, and Pivotus. All significant intercompany balances and transactions have been eliminated in consolidation. As of December 31, 2016, the Company had 25 wholly-owned trusts (‘‘Trusts’’) that were formed to issue trust preferred securities and related common securities of the Trusts. The Company has not consolidated the accounts of the Trusts in its consolidated financial statements. As a result, the junior subordinated debentures issued by the Company to the Trusts are reflected on the Company’s consolidated balance sheet as junior subordinated debentures. Subsequent events—The Company has evaluated events and transactions through the time the consolidated financial statements were issued for potential recognition or disclosure. Cash and Cash Equivalents—Cash and cash equivalents include cash and due from banks, and temporary investments which are federal funds sold and interest bearing balances due from other banks. Cash and cash equivalents generally have a maturity of 90 days or less at the time of purchase. Trading Account Securities—Debt and equity securities held for resale are classified as trading account securities and reported at fair value. Realized and unrealized gains or losses are recorded in non-interest income. Investment Securities—Debt securities are classified as held to maturity if the Company has both the intent and ability to hold those securities to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. These securities are carried at cost adjusted for amortization of purchase premiums and accretion of purchase discounts, computed by the effective interest method over their contractual lives. Securities are classified as available for sale if the Company intends and has the ability to hold those securities for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors. Securities available for sale are carried at fair value. Unrealized holding gains or losses are included in other comprehensive income (‘‘OCI’’) as a separate component of shareholders’ equity, net of tax. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Premiums and discounts are amortized or accreted over the life of the related investment security as an adjustment to yield using the effective interest method. Dividend and interest income are recognized when earned. 67 Transfers of securities from available for sale to held to maturity are accounted for at fair value as of the date of the transfer. The difference between the fair value and the par value at the date of transfer is considered a premium or discount and is accounted for accordingly. Any unrealized gain or loss at the date of the transfer is reported in OCI, and is amortized over the remaining life of the security as an adjustment of yield in a manner consistent with the amortization of any premium or discount, and will offset or mitigate the effect on interest income of the amortization of the premium or discount for that held to maturity security. We review investment securities on an ongoing basis for the presence of other-than-temporary impairment (‘‘OTTI’’) or permanent impairment, taking into consideration current market conditions, fair value in relationship to cost, extent and nature of the change in fair value, issuer rating changes and trends, whether we intend to sell a security or if it is more likely than not that we will be required to sell the security before recovery of our amortized cost basis of the investment, which may be maturity, and other factors. For debt securities, if we intend to sell the security or it is more likely than not that we will be required to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an OTTI. If we do not intend to sell the security and it is not more likely than not that we will be required to sell the security but we do not expect to recover the entire amortized cost basis of the security, only the portion of the impairment loss representing credit losses would be recognized in earnings. The credit loss on a security is measured as the difference between the amortized cost basis and the present value of the cash flows expected to be collected. Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the security being measured for potential OTTI. The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be collected and fair value, is recognized as a charge to other comprehensive income. Impairment losses related to all other factors are presented as separate categories within OCI. For investment securities held to maturity, this amount is accreted over the remaining life of the debt security prospectively based on the amount and timing of future estimated cash flows. The accretion of the OTTI amount recorded in OCI will increase the carrying value of the investment, and would not affect earnings. If there is an indication of additional credit losses, the security is re-evaluated. Loans Held for Sale—The Company has elected to account for loans held for sale, which is comprised of residential mortgage loans, at fair value. Fair value is determined based on quoted secondary market prices for similar loans, including the implicit fair value of embedded servicing rights. The change in fair value of loans held for sale is primarily driven by changes in interest rates subsequent to loan funding and changes in the fair value of the related servicing asset, resulting in revaluation adjustments to the recorded fair value. The inputs used in the fair value measurements are considered Level 2 inputs. The use of the fair value option allows the change in the fair value of loans to more effectively offset the change in the fair value of derivative instruments that are used as economic hedges to loans held for sale. Loan origination fees and direct origination costs are recognized immediately in net income. Interest income on loans held for sale is included in interest income in the Consolidated Statements of Income and recognized when earned. Loans held for sale are placed on nonaccrual in a manner consistent with loans held for investment. The Company recognizes the gain or loss on the sale of loans when the sales criteria are met. Acquired Loans and Leases—Purchased loans and leases are recorded at their fair value at the acquisition date. Credit discounts are included in the determination of fair value; therefore, an allowance for loan and lease losses is not recorded at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either purchased impaired or purchased non-impaired. Purchased impaired loans reflect credit deterioration since origination such that it is probable at acquisition that the Company will be unable to collect all contractually required payments. Purchased impaired loans are aggregated into pools based on individually evaluated common risk characteristics and aggregate expected cash flows were estimated for each pool. A pool is accounted for as a single asset with a single interest rate, cumulative loss rate and cash flow expectation. The risk characteristics used to aggregate the purchased impaired loans into different pools include risk rating, underlying collateral, type of interest rate (fixed or adjustable), types of amortization, loan purpose, and other similar factors. A loan will be removed from a pool of loans only if the loan is sold, foreclosed, or assets are received in full satisfaction of the loan, and will be removed from the pool at its carrying value. If an individual loan is removed from a pool of loans, the difference between its relative carrying amount and its cash, fair value of the collateral, or other assets received will be recognized in income immediately as interest income on loans and would not affect the effective yield used to recognize the accretable yield on the remaining pool. If, at acquisition, the loans are collateral dependent and acquired primarily for the rewards of ownership of the underlying collateral, or if cash flows expected to be collected cannot be reasonably estimated, no accrual of income occurs. 68 The cash flows expected to be received over the life of the pool were estimated by management. These cash flows were input into a loan accounting system which calculates the carrying values of the pools and underlying loans, book yields, effective interest income and impairment, if any, based on actual and projected events. Default rates, loss severity, and prepayment speed assumptions will be periodically reassessed and updated within the accounting system to update our expectation of future cash flows. The excess of the cash flows expected to be collected over a pool’s carrying value is considered to be the accretable yield and is recognized as interest income over the estimated life of the pool using the effective yield method. The accretable yield may change due to changes in the timing and amounts of expected cash flows. Changes in the accretable yield are disclosed quarterly. The excess of the undiscounted contractual balances due over the cash flows expected to be collected is considered to be the nonaccretable difference. The nonaccretable difference represents our estimate of the credit losses expected to occur and was considered in determining the fair value of the loans as of the acquisition date. Subsequent to the acquisition date, any increases in expected cash flows over those expected at purchase date in excess of fair value are adjusted through a change to the accretable yield on a prospective basis. Any subsequent decreases in expected cash flows attributable to credit deterioration are recognized by recording a provision for loan losses. The purchased impaired loans acquired are and will continue to be subject to the Company’s internal and external credit review and monitoring. The purchased impaired loan portfolio also includes revolving lines of credit with funded and unfunded commitments. The funded portion of these loans, representing the balances outstanding at the time of acquisition, are accounted for as purchased impaired. The unfunded portion of these loans as of the acquisition date as well as any additional advances on these loans subsequent to the acquisition date are not classified as purchased impaired, and are accounted for similar to newly originated loans. For purchased non-impaired loans, the difference between the fair value and unpaid principal balance of the loan at the acquisition date is amortized or accreted to interest income using the effective interest method over the remaining period to contractual maturity or until repayment in full or sale of the loan. For purchased leases and equipment finance loans, the difference in the cash flows expected to be collected over the initial allocation of fair value to the acquired leases and loans is accreted into interest income over their related term based on the effective interest method. Originated Loans and Leases—Loans are stated at the amount of unpaid principal, net of unearned income and any deferred fees or costs. All discounts and premiums are recognized over the contractual life of the loan as yield adjustments. Leases are recorded at the amount of minimum future lease payments receivable and estimated residual value of the leased equipment, net of unearned income and any deferred fees. Initial direct costs related to lease originations are deferred as part of the investment in direct financing leases and amortized over their term using the effective interest method. Unearned lease income is amortized over the term using the effective interest method. Loans are classified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due, in accordance with the terms of the original loan agreement. The carrying value of impaired loans is based on the present value of expected future cash flows (discounted at each loan’s effective interest rate), estimated note sale price, or, for collateral dependent loans, at fair value of the collateral, less selling costs. If the measurement of each impaired loan’s value is less than the recorded investment in the loan, we recognize this impairment and adjust the carrying value of the loan to fair value through the allowance for loan and lease losses. This can be accomplished by charging off the impaired portion of the loan or establishing a specific component to be provided for in the allowance for loan and lease losses. Income Recognition on Non-Accrual and Impaired Loans—Loans, including impaired loans, are classified as non-accrual if the collection of principal and interest is doubtful. Generally, this occurs when a loan is past due as to maturity or payment of principal or interest by 90 days or more, unless such loans are well-secured and in the process of collection. Generally, if a loan or portion thereof is partially charged-off, the loan is considered impaired and classified as non-accrual. Loans that are less than 90 days past due may also be classified as non-accrual if repayment in full of principal and/or interest is in doubt. Generally, when a loan is classified as non-accrual, all uncollected accrued interest is reversed to interest income and the accrual of interest income is terminated. Generally, any cash payments are applied as a reduction of principal outstanding. In cases where the future collectability of the principal balance in full is expected, interest income may be recognized on a cash 69 basis. A loan may be restored to accrual status when the borrower’s financial condition improves so that full collection of future contractual payments is considered likely. For those loans placed on non-accrual status due to payment delinquency, return to accrual status will generally not occur until the borrower demonstrates repayment ability over a period of not less than six months. Loans and leases are reported as past due when installment payments, interest payments, or maturity payments are past due based on contractual terms. All loans and leases determined to be impaired are individually assessed for impairment except for homogeneous loans which are collectively evaluated for impairment. The specific factors considered in determining that a loan or lease is impaired include borrower financial capacity, current economic, business and market conditions, collection efforts, collateral position and other factors deemed relevant. Generally, impaired loans and leases are placed on non-accrual status and all cash receipts are applied to the principal balance. Continuation of accrual status and recognition of interest income on impaired loans and leases is generally limited to performing restructured loans. Loans are reported as troubled debt restructurings when the Bank grants a more than insignificant concession(s) to a borrower experiencing financial difficulties that it would not otherwise consider. Examples of such concessions include forgiveness of principal or accrued interest, extending the maturity date or providing a lower interest rate than would be normally available for a transaction of similar risk. As a result of these concessions, restructured loans are impaired as the Bank will not collect all amounts due, both principal and interest, in accordance with the terms of the original loan agreement. Impairment reserves on non-collateral dependent restructured loans are measured by comparing the present value of expected future cash flows on the restructured loans discounted at the interest rate of the original loan agreement to the loan’s carrying value. These impairment reserves are recognized as a specific component to be provided for in the allowance for loan and lease losses. The decision to classify a loan as impaired is made by the Bank’s Allowance for Loan and Lease Losses (‘‘ALLL’’) Committee. The ALLL Committee meets regularly to review the status of all problem and potential problem loans. If the ALLL Committee concludes a loan is impaired but recovery of principal and interest is expected, an impaired loan may remain on accrual status. Allowance for Loan and Lease Losses—The Bank performs regular credit reviews of the loan and lease portfolio to determine the credit quality of the portfolio and the adherence to underwriting standards. When loans and leases are originated, they are assigned a risk rating that is reassessed periodically during the term of the loan through the credit review process. The Company’s risk rating methodology assigns risk ratings ranging from 1 to 10, where a higher rating represents higher risk. The 10 risk rating categories are a primary factor in determining an appropriate amount for the allowance for loan and lease losses. The Bank has a management ALLL Committee, which is responsible for, among other things, regularly reviewing the ALLL methodology, including loss factors, and ensuring that it is designed and applied in accordance with generally accepted accounting principles. The ALLL Committee reviews and approves loans and leases recommended for impaired status. The ALLL Committee also approves removing loans and leases from impaired status. The Bank’s Audit and Compliance Committee provides board oversight of the ALLL process and reviews and approves the ALLL methodology on a quarterly basis. Each risk rating is assessed an inherent credit loss factor that determines the amount of the allowance for loan and lease losses provided for that group of loans and leases with similar risk rating. Regular credit reviews of the portfolio also identify loans that are considered potentially impaired. A loan is considered impaired when based on current information and events, we determine that it is probable that we will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. When we identify a loan as impaired, we measure the impairment using discounted cash flows or estimated note sale price, except when the sole remaining source of the repayment for the loan is the liquidation of the collateral. In these cases, we use the current fair value of the collateral, less selling costs, instead of discounted cash flows. If we determine that the value of the impaired loan is less than the recorded investment in the loan, we either recognize this impairment reserve as a specific component to be provided for in the allowance for loan and lease losses or charge-off the impaired balance on collateral dependent loans if it is determined that such amount represents a confirmed loss. The combination of the risk rating-based allowance component and the impairment reserve allowance component lead to an allocated allowance for loan and lease losses. The Bank may also maintain an unallocated allowance amount to provide for other credit losses inherent in a loan and lease portfolio that may not have been contemplated in the credit loss factors. This unallocated amount generally comprises less than 5% of the allowance, but may be maintained at higher levels during times of economic conditions characterized by 70 falling real estate values. The unallocated amount is reviewed periodically based on trends in credit losses, the results of credit reviews and overall economic trends. As adjustments become necessary, they are reported in earnings in the periods in which they become known as a change in the provision for loan and lease losses and a corresponding charge to the allowance. Loans, or portions thereof, deemed uncollectible are charged to the allowance. Provisions for losses, and recoveries on loans previously charged-off, are added to the allowance. The adequacy of the ALLL is monitored on a regular basis and is based on management’s evaluation of numerous factors. These factors include the 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. Management believes that the ALLL was adequate as of December 31, 2016. There is, however, no assurance that future loan losses will not exceed the levels provided for in the ALLL and could possibly result in additional charges to the provision for loan and lease losses. In addition, bank regulatory authorities, as part of their periodic examination of the Bank, may require additional charges to the provision for loan and lease losses in future periods if warranted as a result of their review. Reserve for Unfunded Commitments—A reserve for unfunded commitments (‘‘RUC’’) is maintained at a level that, in the opinion of management, is adequate to absorb probable losses associated with the Bank’s commitment to lend funds under existing agreements, such as letters or lines of credit. Management determines the adequacy of the reserve for unfunded commitments based upon reviews of individual credit facilities, current economic conditions, the risk characteristics of the various categories of commitments and other relevant factors. The reserve is based on estimates, and ultimate losses may vary from the current estimates. These estimates are evaluated on a regular basis and, as adjustments become necessary, they are reported in earnings in the periods in which they become known. Draws on unfunded commitments that are considered uncollectible at the time funds are advanced are charged to the allowance for loan and lease losses. Provisions for unfunded commitment losses are added to the reserve for unfunded commitments, which is included in the Other Liabilities section of the consolidated balance sheets. Loan and Lease Fees and Direct Loan Origination Costs—Origination and commitment fees and direct loan origination costs for loans and leases held for investment are deferred and recognized as an adjustment to the yield over the life of the portfolio loans and leases. Restricted Equity Securities—Restricted equity securities were $45.5 million and $46.9 million at December 31, 2016 and 2015, respectively. Federal Home Loan Bank stock amounted to $44.1 million and $45.5 million of the total restricted securities as of December 31, 2016 and 2015, respectively. Federal Home Loan Bank stock represents the Bank’s investment in the Federal Home Loan Banks of Des Moines and San Francisco (‘‘FHLB’’) stock and is carried at par value, which reasonably approximates its fair value. Management periodically evaluates FHLB stock for other-than-temporary or permanent impairment. Management’s determination of whether these investments are impaired is based on its assessment of the ultimate recoverability of cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such as (1) the significance of any decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time the situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, (3) the impact of legislative and regulatory changes on institutions and, accordingly, the customer base of the FHLB, and (4) the liquidity position of the FHLB. As a member of the FHLB system, the Bank is required to maintain a minimum level of investment in FHLB stock based on specific percentages of its outstanding mortgages, total assets, or FHLB advances. At December 31, 2016, the Bank’s minimum required investment in FHLB stock was $44.0 million. The Bank may request redemption at par value of any stock in excess of the minimum required investment. Stock redemptions are at the discretion of the FHLB. The remaining restricted equity securities balance primarily represents an investment in Pacific Coast Bankers’ Bancshares stock. Premises and Equipment—Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is provided over the estimated useful life of equipment, generally three to ten years, on a straight-line or accelerated basis. Depreciation is provided over the estimated useful life of premises, up to 39 years, on a straight-line or 71 accelerated basis. Generally, leasehold improvements are amortized over the life of the related lease, or the life of the related asset, whichever is shorter. Expenditures for major renovations and betterments of the Company’s premises and equipment are capitalized. The Company purchases, as well as internally develops and customizes, certain software to enhance or perform internal business functions. Software development costs incurred in the preliminary project stages, as well as costs incurred for software that is part of a hosting arrangement, are charged to non-interest expense. Costs associated with designing software configuration, installation, coding programs and testing systems are capitalized and amortized using the straight-line method over three to seven years. Management reviews long-lived assets any time that a change in circumstance indicates that the carrying amount of these assets may not be recoverable. Recoverability of these assets is determined by comparing the carrying value of the asset to the forecasted undiscounted cash flows of the operation associated with the asset. If the evaluation of the forecasted cash flows indicates that the carrying value of the asset is not recoverable, the asset is written down to fair value. Goodwill and Other Intangibles—Intangible assets are comprised of goodwill and other intangibles acquired in business combinations. Goodwill and intangible assets with indefinite useful lives are not amortized. Intangible assets with definite useful lives are amortized to their estimated residual values over their respective estimated useful lives, and also reviewed for impairment. Amortization of intangible assets is included in non-interest expense in the Consolidated Statements of Income. The Company performs a goodwill impairment analysis on an annual basis as of December 31. On at least an annual basis, we assess qualitative factors to determine whether it is necessary to perform a quantitative impairment test. Additionally, the Company performs a goodwill impairment evaluation on an interim basis when events or circumstances indicate impairment potentially exists. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others, a significant decline in our expected future cash flows; a sustained, significant decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate; adverse action or assessment by a regulator; and unanticipated competition. Residential Mortgage Servicing Rights (‘‘MSR’’)—The Company measures its residential mortgage servicing assets at fair value and reports changes in fair value through earnings. Fair value adjustments that encompass market-driven valuation changes and the runoff in value that occurs from the passage of time, are each separately reported. Under the fair value method, the MSR is carried in the balance sheet at fair value and the changes in fair value are reported in earnings under the caption residential mortgage banking revenue, net in the period in which the change occurs. Retained MSR are measured at fair value as of the date of the related loan sale. 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 net expected 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 external 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. The expected life of the loan can vary from management’s estimates due to prepayments by borrowers, especially when rates change significantly. Prepayments outside of management’s estimates would impact the recorded value of the residential mortgage servicing rights. The value of the residential mortgage servicing rights is also dependent upon the discount rate used in the model, which management reviews on an ongoing basis using current market rates. A significant increase in the discount rate would reduce the value of residential mortgage servicing rights. GNMA Loan Sales—The Company originates government guaranteed loans which are sold to Ginnie Mae (‘‘GNMA’’). Pursuant to GNMA servicing guidelines, the Company has the unilateral right to repurchase certain delinquent loans (loans past due 90 days or more) sold to GNMA, if the loans meet defined delinquent loan criteria. As a result of this unilateral right, once the delinquency criteria have been met, and regardless of whether the repurchase option has been exercised, the Company accounts for the loans as if they had been repurchased. The Company recognizes these loans within loans and leases, net and also recognizes a corresponding liability that is recorded in other liabilities. If the loan is repurchased, the liability is settled and the loan remains. SBA/USDA Loans Sales, Servicing, and Commercial Servicing Asset—The Bank, on a limited basis, sells or transfers loans, including the guaranteed portion of Small Business Administration (‘‘SBA’’) and Department of Agriculture (‘‘USDA’’) loans (with servicing retained) for cash proceeds equal to the principal amount of loans, as adjusted to yield interest to the investor 72 based upon the current market rates. The Bank records a servicing asset when it sells a loan and retains the servicing rights. The servicing asset is recorded at fair value upon sale, and the fair value is estimated by discounting estimated net future cash flows from servicing using discount rates that approximate current market rates and using estimated prepayment rates. Subsequent to initial recognition, the servicing rights are carried at the lower of amortized cost or fair value, and are amortized in proportion to, and over the period of, the estimated net servicing income. For purposes of evaluating and measuring impairment, the fair value of Commercial and SBA servicing rights are measured using a discounted estimated net future cash flow model as described above. Any impairment is measured as the amount by which the carrying value of servicing rights for an interest rate-stratum exceeds its fair value. No impairment charges were recorded for the years ended December 31, 2016, 2015 and 2014, related to these servicing assets. A premium over the adjusted carrying value is received upon the sale of the guaranteed portion of an SBA or USDA loan. The Bank’s investment in an SBA or USDA loan is allocated among the sold and retained portions of the loan based on the relative fair value of each portion at the time of loan origination, adjusted for payments and other activities. Because the portion retained does not carry an SBA or USDA guarantee, part of the gain recognized on the sold portion of the loan is deferred and amortized as a yield enhancement on the retained portion in order to obtain a market equivalent yield. Other Real Estate Owned—Other real estate owned (‘‘OREO’’) represents real estate which the Bank has taken control of in partial or full satisfaction of loans. At the time of foreclosure, OREO is recorded at fair value less costs to sell the property, which becomes the property’s new basis. Any write-downs at the date of acquisition are charged to the allowance for loan and lease losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Subsequent valuation adjustments are recognized within net loss on OREO. Revenue and expenses from operations are included in other non-interest expense in the Consolidated Statements of Income. In some instances, the Bank may make loans to facilitate the sales of other real estate owned. Management reviews all sales for which it is the lending institution to determine if it meets the criteria to recognize the sale for accounting purposes. Any gains related to sales of other real estate owned may be deferred until the buyer has a sufficient initial and continuing investment in the property. 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. 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. 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 Company considers all free-standing derivatives as economic hedges and 73 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. 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 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. Management has identified two primary business segments, Community Banking and Home Lending. Share-Based Payment—We recognize in the income statement the grant-date fair value of restricted share awards, stock options and other equity-based forms of compensation issued to employees over the employees’ requisite service period (generally the vesting period). The requisite service period may be subject to performance conditions. The fair value of the restricted share awards is based on the share price on the grant date. Stock options and restricted stock awards generally vest ratably over three to five years and are recognized as expense over that same period of time. The exercise price of each option equals the market price of the Company’s common stock on the date of the grant, and the maximum term is ten years. Restricted stock unit grants and certain restricted stock awards are subject to performance-based and market-based vesting as well as other approved vesting conditions and cliff vest based on those conditions. Compensation expense is recognized over the service period to the extent restricted stock units are expected to vest. The fair value of the restricted stock unit grants is estimated as of the grant date using a Monte Carlo simulation pricing model. Earnings per Share (‘‘EPS’’)—Nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of EPS pursuant to the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Certain of the Company’s nonvested restricted stock awards qualify as participating securities. Net income is allocated between the common stock and participating securities pursuant to the two-class method, based on their rights to receive dividends, participate in earnings or absorb losses. Basic earnings per common share is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating nonvested restricted shares. Diluted earnings 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, excluding the participating securities, were issued using the treasury stock method. For all periods presented, stock options, certain restricted stock awards and restricted stock units are potentially dilutive non-participating instruments issued by the Company. Next, we determine and include in diluted earnings per common share calculation the more dilutive effect of the participating securities using the treasury stock method or the two-class method. Undistributed losses are not allocated to the nonvested share-based payment awards (the participating securities) under the two-class method as the holders are not contractually obligated to share in the losses of the Company. Fair Value Measurements—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 our 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 74 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 As of April 1, 2016, Umpqua adopted the Financial Accounting Standards Board’s (FASB) Accounting Standard Update (‘‘ASU’’) No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, seeks to simplify several aspects of the accounting for employee share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. As required by ASU 2016-09, all adjustments are reflected as of the beginning of the fiscal year, January 1, 2016. By applying this ASU, the Company no longer adjusts common stock for the tax impact of shares released, instead the tax impact is recognized within the provision for income taxes in the period the shares are released. This simplifies the tracking of the excess tax benefits and deficiencies, but could cause volatility in tax expense for the periods presented. The statement of cash flows has been adjusted to reflect the provisions of this ASU. The application of this ASU did not have a material impact on the financial statements. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (‘‘FASB’’) issued Accounting Standards Update (‘‘ASU’’) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which creates Topic 606 and supersedes Topic 605, Revenue Recognition. In August 2015, FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606), which postponed the effective date of 2014-09. Multiple ASUs and interpretative guidance have been issued in connection with ASU 2014-09. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In general, the new guidance requires companies to use more judgment and make more estimates than under current guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The standard is effective for public entities for interim and annual periods beginning after December 15, 2017; early adoption is not permitted. For financial reporting purposes, the standard allows for either full retrospective adoption, meaning the standard is applied to all of the periods presented, or modified retrospective adoption, meaning the standard is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. The Company has begun their process to implement this new standard. The Company has started by reviewing all revenue sources to determine the sources that are in scope for this guidance. As a bank, key revenue sources, such as interest income have been identified as out of scope of this new guidance. The Company has not yet determined the financial statement impact this guidance will have. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. This ASU requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. In addition, the amendment requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. This ASU also eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The amendment also requires a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value 75 of a liability resulting from a change in the instrument specific credit risk (also referred to as ‘‘own credit’’) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU No. 2016-01 is effective for financial statements issued for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted for certain provisions. The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments in this update require lessees, among other things, to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous authoritative guidance. This update also introduces new disclosure requirements for leasing arrangements. ASU 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The Company has established a project team for the implementation of this new standard. The team is currently working with a vendor to put a new leasing software in place that will support the current leasing process, as well as aid in the transition to the new leasing guidance. Although an estimate of the impact of the new leasing standard has not yet been determined, the Company expects a significant new lease asset and related lease liability on the balance sheet due to the number of leased properties the Bank currently has that are accounted for under current operating lease guidance. In March 2016, the FASB issued ASU No. 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The ASU eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an adjustment must be made to the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The ASU is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company does not expect this ASU to have a material impact on the Company’s consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU 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. The ASU requires the measurement of all expected credit losses for certain financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. 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. The ASU 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, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for specified periods. The Company has formed a cross-functional team to begin its implementation efforts of this new guidance. The team has started by reaching out to all areas of the Company to begin its discussion of this new standard and how it will be a significant change for the Company. An estimate of the impact of this standard has not yet been determined, however, the impact is expected to be significant. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The ASU provides guidance on the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate- owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The ASU is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company does not expect a material impact of this ASU on the Company’s consolidated financial statements. 76 In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The ASU was issued to improve the accounting for income tax consequences of intra-entity transfers of assets other than inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party; this update clarifies that an entity should recognize the income tax consequences of an intra-entity transfer of assets other than inventory when the transfer occurs. The amendment is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption of the update is permitted. The Company does not expect this ASU to have a material impact on the Company’s consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. The ASU was issued to amend the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The primary beneficiary of a VIE is the reporting entity that has a controlling financial interest in a VIE and, therefore, consolidates the VIE. A reporting entity has an indirect interest in a VIE if it has a direct interest in a related party that, in turn, has a direct interest in the VIE. The amendment is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption of the update is permitted. The Company does not expect a material impact of this ASU on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (230): Restricted Cash. The ASU will require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows under Topic 230. The amendment is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption of the update is permitted. The Company does not expect this ASU to have a material impact on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU was issued to simplify the subsequent measurement of goodwill and the amendment eliminates Step 2 from the goodwill impairment test. The annual, or interim, goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment is effective for annual reporting periods beginning after December 31, 2019. Early adoption is of the update is permitted. The Company does not expect this ASU to have a material impact on the Company’s consolidated financial statements. Reclassifications—Certain amounts reported in prior years’ financial statements have been reclassified to conform to the current presentation. In the second quarter of 2016, the loan portfolio was analyzed for correct classification of certain commercial and commercial real estate loan types, and as a result of this analysis, loan classifications were updated. The prior period loan classifications have been updated to be comparable to the current period presentation in Note 4—Loans and Leases and Note 5—Allowance for Loan and Lease Loss and Credit Quality. During the first quarter of 2016, Umpqua identified an error related to the accounting for loans sold to Ginnie Mae (‘‘GNMA’’) that have become past due 90 days or more. Pursuant to GNMA purchase and sales agreements, Umpqua has the unilateral right to repurchase loans that become past due 90 days or more. As a result of this unilateral right, once the delinquency criteria has been met, and regardless of whether the repurchase option has been exercised, the loan should be recognized, with an offsetting liability, to account for these loans that no longer meet the true-sale criteria. The Company has continued to grow the portfolio of GNMA loans sold and serviced, which has led to an increasing number and amount of delinquent loans. As such, the Company has recorded an adjustment to recognize the balance of the GNMA loans sold and serviced that are over 90 days past due, but not repurchased, as loans, with a corresponding other liability. Management 77 evaluated the materiality of the error from qualitative and quantitative perspectives and concluded that the error was immaterial to the prior period financial statements taken as a whole. To provide consistency in the amounts reported in the comparable periods, the Company has recognized the delinquent GNMA loans for which the Company has the unconditional repurchase option, as well as the corresponding other liability, for the periods reported. As of December 31, 2015, this change resulted in an increase in loans and leases, net loans and leases, total assets, other liabilities, and total liabilities of $19.2 million. This change did not affect net income or shareholders’ equity for any period reported. Note 2—Cash and Cash Equivalents The Bank is 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, 2016 and 2015 was approximately $138.4 million and $130.5 million, respectively, and was met by holding cash and maintaining an average balance with the Federal Reserve Bank. Umpqua had restricted cash included in cash and due from banks on the balance sheet of $51.0 million as of December 31, 2016, and $58.8 million as of December 31, 2015, relating mostly to collateral required on interest rate swaps as discussed in Note 19. There was no restricted cash included in interest bearing cash and temporary investments on the balance sheet as of December 31, 2016, and $3.9 million as of December 31, 2015, relating to collateral requirements for derivatives for mortgage banking activities. Note 3—Investment Securities The following table presents the amortized costs, unrealized gains, unrealized losses and approximate fair values of investment securities at December 31, 2016 and 2015: December 31, 2016 (in thousands) AVAILABLE FOR SALE: Amortized Cost Unrealized Gains Unrealized Losses Fair Value Obligations of states and political subdivisions $ 305,708 $ 5,526 $ (3,537) $ 307,697 Residential mortgage-backed securities and collateralized mortgage obligations 2,428,387 3,664 (40,498) 2,391,553 Investments in mutual funds and other equity securities 1,959 11 — 1,970 $2,736,054 $ 9,201 $(44,035) $2,701,220 HELD TO MATURITY: Residential mortgage-backed securities and collateralized mortgage obligations $ $ 4,216 4,216 $ 1,001 $ 1,001 $ $ — $ 5,217 — $ 5,217 78 December 31, 2015 (in thousands) AVAILABLE FOR SALE: Obligations of states and political subdivisions Residential mortgage-backed securities and collateralized mortgage obligations Investments in mutual funds and other equity securities HELD TO MATURITY: Residential mortgage-backed securities and collateralized mortgage obligations Amortized Cost Unrealized Gains Unrealized Losses Fair Value $ 300,998 $12,741 $ (622) $ 313,117 2,223,742 1,959 7,218 43 (23,540) — 2,207,420 2,002 $2,526,699 $20,002 $(24,162) $2,522,539 $ $ 4,609 4,609 $ $ 981 981 $ $ — $ 5,590 — $ 5,590 Investment securities that were in an unrealized loss position as of December 31, 2016 and December 31, 2015 are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position. In the opinion of management, these securities are considered only temporarily impaired due to changes in market interest rates or the widening of market spreads subsequent to the initial purchase of the securities, and not due to concerns regarding the underlying credit of the issuers or the underlying collateral. December 31, 2016 (in thousands) AVAILABLE FOR SALE: Obligations of states and political Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses subdivisions $ 71,571 $ 3,065 $ 1,828 $ 472 $ 73,399 $ 3,537 Residential mortgage-backed securities and collateralized mortgage obligations 1,855,304 35,981 182,804 4,517 2,038,108 40,498 Total temporarily impaired securities $1,926,875 $39,046 $184,632 $4,989 $2,111,507 $44,035 December 31, 2015 (in thousands) AVAILABLE FOR SALE: Obligations of states and political Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses subdivisions $ 2,530 $ 83 $ 8,208 $ 539 $ 10,738 $ 622 Residential mortgage-backed securities and collateralized mortgage obligations 1,256,994 14,465 334,981 9,075 1,591,975 23,540 Total temporarily impaired securities $1,259,524 $14,548 $343,189 $9,614 $1,602,713 $24,162 The unrealized losses on obligations of states and political subdivisions were caused by changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities. Management monitors published credit ratings of these securities for material rating or outlook changes. As of December 31, 2016, 88% of these securities were rated A3/A(cid:2) or higher by rating agencies. Substantially all of the Company’s obligations of states and political subdivisions are general obligation issuances. All of the available for sale residential mortgage-backed securities and collateralized mortgage obligations portfolio in an unrealized loss position at December 31, 2016 are issued or guaranteed by government sponsored enterprises. The unrealized losses on residential mortgage-backed securities and collateralized 79 mortgage obligations were caused by changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities, and not concerns regarding the underlying credit of the issuers or the underlying collateral. It is expected that these securities will not be settled at a price less than the amortized cost of each investment. Because the decline in fair value is attributable to changes in interest rates or widening market spreads and not credit quality, and because the Bank does not intend to sell these securities and it is not more likely than not that the Bank will be required to sell these securities before recovery of their amortized cost basis, which may include holding each security until maturity, these investments are not considered other-than-temporarily impaired. The following table presents the contractual maturities of investment securities at December 31, 2016: (in thousands) AMOUNTS MATURING IN: Three months or less Over three months through twelve months After one year through five years After five years through ten years After ten years Other investment securities Available For Sale Held To Maturity Amortized Cost Fair Value Amortized Cost Fair Value $ 1,465 791 82,699 418,763 2,230,377 1,959 $ 1,467 797 83,627 421,222 2,192,137 1,970 $ — $ — 2 — 10 5,205 — 2 — 10 4,204 — $2,736,054 $2,701,220 $4,216 $5,217 The following table presents the gross realized gains and gross realized losses on the sale of securities available for sale for the years ended December 31, 2016, 2015 and 2014: (in thousands) 2016 2015 2014 Gains Losses Gains Losses Gains Losses U.S. Treasury and agencies Obligations of states and political subdivisions Residential mortgage-backed securities and collateralized $ — $ — $ 971 — 13 631 $ — $ — $ — 1 — 3 mortgage obligations 270 383 3,119 841 2,902 $1,241 $ 383 $3,763 $ 841 $2,905 $ — 1 The following table presents, as of December 31, 2016, investment securities which were pledged to secure borrowings, public deposits, and repurchase agreements as permitted or required by law: (in thousands) To Federal Home Loan Bank to secure borrowings To state and local governments to secure public deposits Other securities pledged principally to secure repurchase agreements Total pledged securities Amortized Cost $ 514 1,064,103 498,160 Fair Value $ 521 1,059,453 490,879 $1,562,777 $1,550,853 80 Note 4—Loans and Leases The following table presents the major types of loans and leases, net of deferred fees and costs, as of December 31, 2016 and 2015: (in thousands) Commercial real estate Non-owner occupied term, net Owner occupied term, net Multifamily, net Construction & development, net Residential development, net Commercial Term, net LOC & other, net Leases and equipment finance, net Residential Mortgage, net Home equity loans & lines, net Consumer & other, net December 31, 2016 December 31, 2015 $ 3,330,442 2,599,055 2,858,956 463,625 142,984 1,508,780 1,116,259 950,588 2,887,971 1,011,844 638,159 $ 3,226,836 2,582,874 3,151,516 271,119 99,459 1,408,676 1,036,733 729,161 2,909,306 923,667 527,189 Total loans, net of deferred fees and costs $17,508,663 $16,866,536 The loan balances are net of deferred fees and costs of $67.7 million and $47.0 million as of December 31, 2016 and 2015, respectively. Net loans also include discounts on acquired loans of $41.3 million and $105.6 million as of December 31, 2016 and 2015, respectively. As of December 31, 2016, loans totaling $10.3 billion were pledged to secure borrowings and available lines of credit. The outstanding contractual unpaid principal balance of purchased impaired loans, excluding acquisition accounting adjustments, was $368.2 million and $540.4 million at December 31, 2016 and 2015, respectively. The carrying balance of purchased impaired loans was $280.4 million and $438.1 million at December 31, 2016 and 2015, respectively. The following table presents the changes in the accretable yield for purchased impaired loans for the year ended December 31, 2016, and 2015: (in thousands) Balance, beginning of period Accretion to interest income Disposals Reclassifications from nonaccretable difference Balance, end of period Year Ended December 31, 2016 2015 $132,829 (44,795) (18,290) 25,835 $201,699 (60,065) (32,586) 23,781 $ 95,579 $132,829 81 The following table presents the net investment in direct financing leases and loans as of December 31, 2016 and 2015: (in thousands) Minimum lease payments receivable Estimated guaranteed and unguaranteed residual values Initial direct costs—net of accumulated amortization Unearned income Equipment finance loans, including unamortized deferred fees and costs Accretable yield/purchase accounting adjustments Net investment in direct financing leases and loans Allowance for credit losses Net investment in direct financing leases and loans December 31, 2016 December 31, 2015 $422,872 70,199 13,978 (91,630) 535,143 26 950,588 (31,976) $345,495 38,447 12,336 (71,696) 404,364 215 729,161 (23,265) $918,612 $705,896 The following table presents the scheduled minimum lease payments receivable, excluding equipment finance loans, as of December 31, 2016: (in thousands) Year 2017 2018 2019 2020 2021 Thereafter Loans and leases sold Amount $137,201 109,200 76,061 47,680 25,215 27,515 $422,872 In the course of managing the loan and lease portfolio, at certain times, management may decide to sell loans and leases. The following table summarizes loans and leases sold by loan portfolio during the years ended December 31, 2016 and 2015: (in thousands) Commercial real estate Non-owner occupied term, net Owner occupied term, net Multifamily, net Commercial Term, net LOC & other, net Leases and equipment finance, net Residential Mortgage, net Total 2016 2015 $ 20,693 33,986 129,879 $ 7,955 49,991 435 11,849 — 26,851 6,212 750 — 239,196 201,081 $462,454 $266,424 Note 5—Allowance for Loan and Lease Loss and Credit Quality The Bank’s methodology for assessing the appropriateness of the Allowance for Loan and Lease Loss consists of three key elements: 1) the formula allowance; 2) the specific allowance; and 3) the unallocated allowance. By incorporating these factors into a single allowance requirement analysis, we believe all risk-based activities within the loan and lease portfolios are simultaneously considered. 82 Formula Allowance When loans and leases are originated or acquired, they are assigned a risk rating that is reassessed periodically during the term of the loan or lease through the credit review process. The Bank’s risk rating methodology assigns risk ratings ranging from 1 to 10, where a higher rating represents higher risk. The 10 risk rating categories are a primary factor in determining an appropriate amount for the formula allowance. The formula allowance is calculated by applying risk factors to various segments of pools of outstanding loans and leases. Risk factors are assigned to each portfolio segment based on management’s evaluation of the losses inherent within each segment. Segments with greater risk of loss will therefore be assigned a higher risk factor. Base risk—The portfolio is segmented into loan categories, and these categories are assigned a Base risk factor based on an evaluation of the loss inherent within each segment. Extra risk—Additional risk factors provide for an additional allocation of ALLL based on the loan and lease risk rating system and loan delinquency, and reflect the increased level of inherent losses associated with more adversely classified loans and leases. Risk factors may be changed periodically based on management’s evaluation of the following factors: loss experience; changes in the level of non-performing loans and leases; regulatory exam results; changes in the level of adversely classified loans and leases; improvement or deterioration in economic conditions; and any other factors deemed relevant. Specific Allowance Regular credit reviews of the portfolio identify loans that are considered potentially impaired. Potentially impaired loans are referred to the ALLL Committee which reviews and approves designated loans as impaired. A loan is considered impaired when, based on current information and events, we determine that we will probably not be able to collect all amounts due according to the loan contract, including scheduled interest payments. When we identify a loan as impaired, we measure the impairment using discounted cash flows or estimated note sale price, except when the sole remaining source of the repayment for the loan is the liquidation of the collateral. In these cases, we use the current fair value of the collateral, less selling costs, instead of discounted cash flows. If we determine that the value of the impaired loan is less than the recorded investment in the loan, we either recognize an impairment reserve as a specific allowance to be provided for in the allowance for loan and lease losses or charge-off the impaired balance on collateral-dependent loans if it is determined that such amount represents a confirmed loss. Loans determined to be impaired are excluded from the formula allowance so as not to double-count the loss exposure. The combination of the formula allowance component and the specific allowance component represents the allocated allowance for loan and lease losses. There is currently no unallocated allowance. Management believes that the ALLL was adequate as of December 31, 2016. There is, however, no assurance that future loan and lease losses will not exceed the levels provided for in the ALLL and could possibly result in additional charges to the provision for loan and lease losses. The RUC 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 ALLL and RUC are monitored on a regular basis and are based on management’s evaluation of numerous factors. These factors include the 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. There have been no significant changes to the Bank’s ALLL methodology or policies in the periods presented. 83 Activity in the Allowance for Loan and Lease Losses The following table summarizes activity related to the allowance for loan and lease losses by loan and lease portfolio segment for the years ended December 31, 2016 and 2015: (in thousands) Balance, beginning of period Charge-offs Recoveries Provision (recapture) Balance, end of period Balance, beginning of period Charge-offs Recoveries Provision Commercial Real Estate Commercial Residential December 31, 2016 Consumer & Other Total $ $ 54,293 (3,137) 1,958 (5,319) $ 47,487 (35,545) 4,995 41,903 22,017 (1,885) 1,028 (3,214) $ 6,525 (9,356) 3,930 8,304 $ 130,322 (49,923) 11,911 41,674 $ 47,795 $ 58,840 $ 17,946 $ 9,403 $ 133,984 Commercial Real Estate Commercial Residential December 31, 2015 Consumer & Other Total $ $ 55,184 (6,797) 2,682 3,224 $ 41,216 (20,247) 5,001 21,517 15,922 (970) 641 6,424 $ 3,845 (7,557) 4,813 5,424 $ 116,167 (35,571) 13,137 36,589 Balance, end of period $ 54,293 $ 47,487 $ 22,017 $ 6,525 $ 130,322 The valuation allowance on purchased impaired loans was increased by provision expense, which includes amounts related to subsequent deterioration of purchased impaired loans of $1.4 million for the year ended December 31, 2016, and $2.1 million for the year ended December 31, 2015, respectively. The increase due to the provision expense of the valuation allowance on purchased impaired loans was offset by recaptured provision of $1.1 million for the year ended December 31, 2016, and $2.9 million for the year ended December 31, 2015, respectively. The following table presents the allowance and recorded investment in loans and leases by portfolio segment and balances individually or collectively evaluated for impairment as of December 31, 2016 and 2015: (in thousands) Allowance for loans and leases: Commercial Real Estate Commercial Residential Collectively evaluated for impairment Individually evaluated for impairment Loans acquired with deteriorated credit quality $ 44,205 859 2,731 $ 58,515 8 317 $ 17,353 — 593 Total Loans and leases: $ 47,795 $ 58,840 $ 17,946 Collectively evaluated for impairment Individually evaluated for impairment Loans acquired with deteriorated credit quality $9,124,422 39,998 230,642 $3,555,660 13,976 5,991 $3,856,658 — 43,157 December 31, 2016 Consumer & Other Total $ $ $ 9,345 — 58 $ 129,418 867 3,699 9,403 $ 133,984 637,563 — 596 $17,174,303 53,974 280,386 Total $9,395,062 $3,575,627 $3,899,815 $ 638,159 $17,508,663 84 (in thousands) Allowance for loans and leases: Commercial Real Estate Commercial Residential December 31, 2015 Consumer & Other Total Collectively evaluated for impairment Individually evaluated for impairment Loans acquired with deteriorated credit quality $ 51,316 281 2,696 $ 46,710 507 270 $ 21,215 — 802 $ 6,423 — 102 $ 125,664 788 3,870 Total Loans and leases: $ 54,293 $ 47,487 $ 22,017 $ 6,525 $ 130,322 Collectively evaluated for impairment Individually evaluated for impairment Loans acquired with deteriorated credit quality $8,962,565 31,408 337,831 $3,120,423 20,705 33,442 $3,769,106 — 63,867 $524,225 — 2,964 $16,376,319 52,113 438,104 Total $9,331,804 $3,174,570 $3,832,973 $527,189 $16,866,536 Summary of Reserve for Unfunded Commitments Activity The following table presents a summary of activity in the RUC and unfunded commitments for the years ended December 31, 2016 and 2015: (in thousands) Balance, beginning of period Net charge to other expense Balance, end of period (in thousands) Unfunded loan and lease commitments: December 31, 2016 December 31, 2015 Asset Quality and Non-Performing Loans and Leases December 31, 2016 December 31, 2015 $3,574 37 $3,611 $ 3,539 35 $ 3,574 Total $4,192,059 $3,723,520 We manage asset quality and control credit risk through diversification of the loan and lease portfolio and the application of policies designed to promote sound underwriting and loan and lease monitoring practices. The Bank’s Credit Quality Administration is charged with monitoring asset quality, establishing credit policies and procedures and enforcing the consistent application of these policies and procedures across the Bank. Reviews of non-performing, past due loans and leases and larger credits, designed to identify potential charges to the allowance for loan and lease losses, and to determine the adequacy of the allowance, are conducted on an ongoing basis. These reviews consider such factors as the financial strength of borrowers, the value of the applicable collateral, loan and lease loss experience, estimated loan and lease losses, growth in the loan and lease portfolio, prevailing economic conditions and other factors. 85 Non-Accrual Loans and Leases and Loans and Leases Past Due The following table summarizes our non-accrual loans and leases and loans and leases past due by loan and lease class as of December 31, 2016 and December 31, 2015: (in thousands) Past Due Past Due Greater Than Greater Than 30 to 59 Days 60 to 89 Days 90 Days and Total Accruing Past Due December 31, 2016 Non- accrual Current & Other(1) Total Loans and Leases Commercial real estate Non-owner occupied term, net $ Owner occupied term, net Multifamily, net Construction & development, net Residential development, net Commercial Term, net LOC & other, net Leases and equipment finance, net Residential Mortgage, net(2) Home equity loans & lines, net Consumer & other, net Total, net of deferred fees 718 974 — — — 319 1,673 5,343 $ 1,027 4,539 — $ 1,047 1 — — — 233 27 — — — — $ 2,792 $ 2,100 $ 3,325,550 $ 3,330,442 2,599,055 2,858,956 2,589,150 2,858,480 5,514 — 4,391 476 — — — — 463,625 142,984 463,625 142,984 552 1,700 6,880 4,998 1,501,348 1,109,561 1,508,780 1,116,259 6,865 1,808 14,016 8,920 927,652 950,588 10 3,114 33,703 36,827 — 2,851,144 2,887,971 289 3,261 848 1,185 2,080 587 3,217 5,033 — 1,008,627 633,126 — 1,011,844 638,159 and costs $12,587 $17,838 $39,226 $69,651 $27,765 $17,411,247 $17,508,663 (1) Other includes purchased credit impaired loans of $280.4 million. (2) Includes government guaranteed GNMA mortgage loans that Umpqua has the right but not the obligation to repurchase that are past due 90 days or more, totaling $10.9 million at December 31, 2016. 86 (in thousands) Past Due Past Due Greater Than Greater Than 30 to 59 Days 60 to 89 Days 90 Days and Total Accruing Past Due December 31, 2015 Non- accrual Current & Other(1) Total Loans and Leases Commercial real estate Non-owner occupied term, net Owner occupied term, net Multifamily, net Construction & development, net Residential development, net Commercial Term, net LOC & other, net Leases and equipment finance, net Residential Mortgage, net(2) Home equity loans & lines, net Consumer & other, net Total, net of deferred fees $ 924 1,797 1,394 $ 2,776 1,150 — $ 137 423 — $ 3,837 $ 2,633 $ 3,220,366 $ 3,226,836 2,582,874 3,151,516 2,573,576 — 3,150,122 3,370 1,394 5,928 — — 297 1,907 2,933 2,959 — 333 92 — — — 8 2,959 — — — 268,160 99,459 271,119 99,459 630 2,007 15,185 664 1,392,861 1,034,062 1,408,676 1,036,733 3,499 822 7,254 4,801 717,106 729,161 31 2,444 29,233 31,708 — 2,877,598 2,909,306 1,084 3,271 643 889 3,080 642 4,807 4,802 — 4 918,860 522,383 923,667 527,189 and costs $13,638 $14,785 $34,345 $62,768 $29,215 $16,774,553 $16,866,536 (1) Other includes purchased credit impaired loans of $438.1 million. (2) Includes government guaranteed GNMA mortgage loans that Umpqua has the right but no the obligation to repurchase that are past due 90 days or more, totaling $19.2 million at December 31, 2015. Impaired Loans Loans with no related allowance reported generally represent non-accrual loans, which are also considered impaired loans. The Bank recognizes the charge-off on impaired loans in the period it arises for collateral dependent loans. Therefore, the non-accrual loans as of December 31, 2016 have already been written-down to their estimated net realizable value and are expected to be resolved with no additional material loss, absent further decline in market prices. The valuation allowance on impaired loans primarily represents the impairment reserves on performing restructured loans, and is measured by comparing the present value of expected future cash flows on the restructured loans discounted at the interest rate of the original loan agreement to the loan’s carrying value. The following tables summarize our impaired loans by loan class for the years ended December 31, 2016 and 2015: (in thousands) Commercial real estate Unpaid Principal Balance Recorded Investment Without Allowance With Allowance Related Allowance December 31, 2016 Non-owner occupied term, net $ 19,797 $ Owner occupied term, net Multifamily, net Construction & development, net Residential development, net Commercial Term, net LOC & other, net 8,467 4,015 1,091 7,304 16,875 8,279 278 1,768 476 — — 5,982 4,755 $ 19,116 $ 6,445 3,520 1,091 7,304 3,239 — 524 131 123 9 72 8 — Total, net of deferred fees and costs $ 65,828 $ 13,259 $ 40,715 $ 867 87 (in thousands) Commercial real estate Non-owner occupied term, net Owner occupied term, net Multifamily, net Construction & development, net Residential development, net Commercial Term, net LOC & other, net $ Unpaid Principal Balance 11,944 6,863 3,519 1,704 7,889 22,795 3,470 December 31, 2015 Recorded Investment Without Allowance With Allowance Related Allowance $ $ 1,946 4,340 — — — 14,788 664 $ 9,548 2,459 3,519 1,704 7,891 2,932 2,322 91 20 49 31 90 283 224 788 Total, net of deferred fees and costs $ 58,184 $ 21,738 $ 30,375 $ The following table summarizes our average recorded investment and interest income recognized on impaired loans by loan class for the years ended December 31, 2016 and 2015: (in thousands) Commercial real estate Non-owner occupied term, net Owner occupied term, net Multifamily, net Construction & development, net Residential development, net Commercial Term, net LOC & other, net Residential Home equity loans & lines, net December 31, 2016 December 31, 2015 Average Recorded Investment Interest Income Recognized Average Recorded Investment Interest Income Recognized $ 14,766 $ 6,475 3,971 1,532 7,666 16,843 3,851 — 530 146 121 72 315 217 60 — $ 21,668 $ 12,233 3,579 1,214 8,634 21,215 6,183 — 677 232 123 62 338 178 152 7 Total, net of deferred fees and costs $ 55,104 $ 1,461 $ 74,726 $ 1,769 The impaired loans for which these interest income amounts were recognized primarily relate to accruing restructured loans. Credit Quality Indicators As previously noted, the Bank’s risk rating methodology assigns risk ratings ranging from 1 to 10, where a higher rating represents higher risk. The Bank differentiates its lending portfolios into homogeneous loans and leases and non-homogeneous loans and leases. Homogeneous loans and leases are not risk rated until they are greater than 30 days past due, and risk rating is based on the past due status of the loan or lease. The 10 risk rating categories can be generally described by the following groupings for loans and leases: Minimal Risk—A minimal risk loan or lease, risk rated 1, is to a borrower of the highest quality. The borrower has an unquestioned ability to produce consistent profits and service all obligations and can absorb severe market disturbances with little or no difficulty. Low Risk—A low risk loan or lease, risk rated 2, is similar in characteristics to a minimal risk loan. Margins may be smaller or protective elements may be subject to greater fluctuation. The borrower will have a strong demonstrated ability to produce profits, provide ample debt service coverage and to absorb market disturbances. Modest Risk—A modest risk loan or lease, risk rated 3, is a desirable loan or lease with excellent sources of repayment and no currently identifiable risk associated with collection. The borrower exhibits a very strong capacity to repay the credit in 88 accordance with the repayment agreement. The borrower may be susceptible to economic cycles, but will have reserves to weather these cycles. Average Risk—An average risk loan or lease, risk rated 4, is an attractive loan or lease with sound sources of repayment and no material collection or repayment weakness evident. The borrower has an acceptable capacity to pay in accordance with the agreement. The borrower is susceptible to economic cycles and more efficient competition, but should have modest reserves sufficient to survive all but the most severe downturns or major setbacks. Acceptable Risk—An acceptable risk loan or lease, risk rated 5, is a loan or lease with lower than average, but still acceptable credit risk. These borrowers may have higher leverage, less certain but viable repayment sources, have limited financial reserves and may possess weaknesses that can be adequately mitigated through collateral, structural or credit enhancement. The borrower is susceptible to economic cycles and is less resilient to negative market forces or financial events. Reserves may be insufficient to survive a modest downturn. Watch—A watch loan or lease, risk rated 6, is still pass-rated, but represents the lowest level of acceptable risk due to an emerging risk element or declining performance trend. Watch ratings are expected to be temporary, with issues resolved or manifested to the extent that a higher or lower rating would be appropriate. The borrower should have a plausible plan, with reasonable certainty of success, to correct the problems in a short period of time. Special Mention—A special mention loan or lease, risk rated 7, has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or the institution’s credit position at some future date. They contain unfavorable characteristics and are generally undesirable. Loans and leases in this category are currently protected but are potentially weak and constitute an undue and unwarranted credit risk, but not to the point of a substandard classification. A special mention loan or lease has potential weaknesses, which if not checked or corrected, weaken the asset or inadequately protect the Bank’s position at some future date. For commercial and commercial real estate homogeneous loans and leases to be classified as special mention, risk rated 7, the loan or lease is greater than 30 to 59 days past due from the required payment date at month-end. Residential and consumer and other homogeneous loans are risk rated 7, when the loan is greater than 30 to 89 days past due from the required payment date at month-end. Substandard—A substandard asset, risk rated 8, is inadequately protected by the current worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard. Loans and leases are classified as substandard when they have unsatisfactory characteristics causing unacceptable levels of risk. A substandard loan or lease normally has one or more well-defined weaknesses that could jeopardize repayment of the debt. The likely need to liquidate assets to correct the problem, rather than repayment from successful operations is the key distinction between special mention and substandard. Commercial and commercial real estate homogeneous loans and leases that are classified as a substandard loan or lease, risk rated 8, when the loan or lease 60 to 89 days past due from the required payment date at month-end. Residential and consumer and other homogeneous loans are classified as a substandard loan, risk rated 8, when an open-end loan is 90 to 180 days past due from the required payment date at month-end or when a closed-end loan 90 to 120 days is past due from the required payment date at month-end. Doubtful—Loans or leases classified as doubtful, risk rated 9, have all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work towards strengthening of the asset, classification as a loss (and immediate charge-off) is deferred until more exact status may be determined. Pending factors include proposed merger, acquisition, liquidation procedures, capital injection, and perfection of liens on additional collateral and refinancing plans. In certain circumstances, a doubtful rating will be temporary, while the Bank is awaiting an updated collateral valuation. In these cases, once the collateral is valued and appropriate margin applied, the remaining un-collateralized portion will be charged-off. The remaining balance, properly margined, may then be upgraded to substandard, however must remain on non-accrual. Commercial and commercial real estate homogeneous doubtful loans or leases, risk rated 9, are 90 to 179 days past due from the required payment date at month-end. 89 Loss—Loans or leases classified as loss, risk rated 10, are considered un-collectible and of such little value that the continuance as an active Bank asset is not warranted. This rating does not mean that the loan or lease has no recovery or salvage value, but rather that the loan or lease should be charged-off now, even though partial or full recovery may be possible in the future. For a commercial or commercial real estate homogeneous loss loan or lease to be risk rated 10, the loan or lease is 180 days and more past due from the required payment date. These loans are generally charged-off in the month in which the 180 day time period elapses. Residential, consumer and other homogeneous loans are risk rated 10, when a closed-end loan becomes past due 120 cumulative days or when an open-end retail loan that becomes past due 180 cumulative days from the contractual due date. These loans are generally charged-off in the month in which the 120 or 180 day period elapses. Impaired—Loans are classified as impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due, in accordance with the terms of the original loan agreement, without unreasonable delay. This generally includes all loans classified as non-accrual and troubled debt restructurings. Impaired loans are risk rated for internal and regulatory rating purposes, but presented separately for clarification. The following table summarizes our internal risk rating by loan and lease class for the loan and lease portfolio, including purchased credit impaired loans, as of December 31, 2016 and December 31, 2015: (in thousands) Pass/Watch Mention Substandard Doubtful Loss Impaired(1) Total Special December 31, 2016 Commercial real estate Non-owner occupied term, net $ 3,205,241 $ 55,194 $ 48,699 $ 1,368 $ 546 $ 19,394 $ 3,330,442 Owner occupied term, net Multifamily, net Construction & 2,466,247 2,828,370 75,189 11,903 46,781 14,687 development, net 458,328 1,712 2,494 134,491 — 1,189 1,458,699 1,063,305 15,716 10,565 24,678 37,387 927,378 5,614 6,866 9,752 972 — — — 119 3 1,653 — 8,213 3,996 2,599,055 2,858,956 — — 347 244 978 1,091 463,625 7,304 142,984 9,221 4,755 1,508,780 1,116,259 — 950,588 2,830,547 1,803 53,607 1,006,647 633,098 1,490 4,446 2,727 527 — — — 2,014 — 2,887,971 980 88 — 1,011,844 638,159 — Residential development, net Commercial Term, net LOC & other, net Leases and equipment finance, net Residential Mortgage, net(2) Home equity loans & lines, net Consumer & other, net Total, net of deferred fees and costs $17,012,351 $ 183,632 $ 239,642 $ 12,214 $ 6,850 $ 53,974 $17,508,663 (1) The percentage of impaired loans classified as pass/watch, special mention, substandard and doubtful was 8.1%, 6.5%, (2) 82.5%, and 2.9%, respectively, as of December 31, 2016. Includes government guaranteed GNMA mortgage loans that Umpqua has the right but no the obligation to repurchase that are past due 90 days or more, totaling $10.9 million at December 31, 2016, which is included in the substandard category. 90 (in thousands) Pass/Watch Special Mention Substandard Doubtful Loss Impaired(1) Total December 31, 2015 Commercial real estate Non-owner occupied term, net $ 3,033,962 $ 92,038 $ 88,793 $ 270 $ 279 $ 11,494 $ 3,226,836 Owner occupied term, net Multifamily, net Construction & 2,454,326 3,121,099 54,684 7,626 65,029 19,272 development, net 262,759 4,532 2,124 89,706 507 1,355 1,356,675 998,603 13,620 19,183 20,463 15,959 716,190 3,849 3,499 4,889 2,871,423 3,557 21,195 917,919 522,339 2,189 4,174 803 458 — — — 13,131 2,756 218 675 — — — 36 1 1,361 — 6,799 3,519 2,582,874 3,151,516 — — 162 1 734 1,704 271,119 7,891 99,459 17,720 2,986 1,408,676 1,036,733 — — — — 729,161 2,909,306 923,667 527,189 Residential development, net Commercial Term, net LOC & other, net Leases and equipment finance, net Residential Mortgage, net(2) Home equity loans & lines, net Consumer & other, net Total, net of deferred fees and costs $16,345,001 $ 205,959 $ 238,950 $ 5,871 $ 18,642 $ 52,113 $16,866,536 (1) The percentage of impaired loans classified as pass/watch, special mention, and substandard was 5.0%, 4.6%, and (2) 90.4%, respectively, as of December 31, 2015. Includes government guaranteed GNMA mortgage loans that Umpqua has the right but no the obligation to repurchase that are past due 90 days or more, totaling $19.2 million at December 31, 2015, which is included in the substandard category. Troubled Debt Restructurings At December 31, 2016 and December 31, 2015, impaired loans of $40.7 million and $31.4 million were classified as accruing restructured loans, respectively. The restructurings were granted in response to borrower financial difficulty, and generally provide for a temporary modification of loan repayment terms. In order for a restructured loan to be considered for accrual status, the loan’s collateral coverage generally will be greater than or equal to 100% of the loan balance, the loan is current on payments, and the borrower must either prefund an interest reserve or demonstrate the ability to make payments from a verified source of cash flow. Impaired restructured loans carry a specific allowance and the allowance on impaired restructured loans is calculated consistently across the portfolios. There were no available commitments for troubled debt restructurings outstanding as of December 31, 2016 and 2015. 91 The following tables present troubled debt restructurings by accrual versus non-accrual status and by loan class as of December 31, 2016 and December 31, 2015: December 31, 2016 (in thousands) Commercial real estate, net Commercial, net Residential, net Total, net of deferred fees and costs (in thousands) Commercial real estate, net Commercial, net Residential, net Total, net of deferred fees and costs Accrual Non-Accrual Total Status Modifications $ Status 30,563 3,054 7,050 $ 40,667 $ Status 21,185 5,253 4,917 $ 31,355 $ $ — 3,345 — 3,345 $ 30,563 6,399 7,050 $ 44,012 December 31, 2015 $ $ 1,324 8,528 — 9,852 $ 22,509 13,781 4,917 $ 41,207 Accrual Non-Accrual Total Status Modifications The Bank’s policy is that loans placed on non-accrual will typically remain on non-accrual status until all principal and interest payments are brought current and the prospect for future payment in accordance with the loan agreement appears relatively certain. The Bank’s policy generally refers to six months of payment performance as sufficient to warrant a return to accrual status. The following tables present newly restructured loans that occurred during the years ended December 31, 2016 and 2015: December 31, 2016 (in thousands) Commercial real estate, net Commercial, net Residential, net Consumer & other, net Total, net of deferred fees and costs Total Modifications Modifications Modifications Modifications Modifications Modifications Payment Combination Term Interest Only Rate $ $ — — — — — $ $ — — — — — $ $ — — — — — $ $ — — — — — $15,193 $ 4,600 2,882 77 15,193 4,600 2,882 77 $22,752 $ 22,752 December 31, 2015 Payment Combination Modifications Modifications Modifications Modifications Modifications Term Interest Only Rate Commercial real estate, net Commercial, net Residential, net Consumer & other, net Total, net of deferred fees and costs $ $ — — — — — $ $ — — 74 — $ 74 $ — — — — — $ — — 122 — $ 4,723 $ 8,388 3,990 — Total 4,723 8,388 4,186 — $ 122 $17,101 $ 17,297 For the periods presented in the tables above, the outstanding recorded investment was the same pre and post modification. There were $926,000 financing receivables modified as troubled debt restructurings within the previous 12 months for which there was a payment default during the year ended December 31, 2016. There were $434,000 financing receivables modified as troubled debt restructurings within the previous 12 months for which there was a payment default during the year ended December 31, 2015. 92 Note 6—Premises and Equipment The following table presents the major components of premises and equipment at December 31, 2016 and 2015: (in thousands) Land Buildings and improvements Furniture, fixtures and equipment Software Construction in progress and other Total premises and equipment Less: Accumulated depreciation and amortization Premises and equipment, net 2016 2015 $ 43,820 $ 45,762 Estimated useful life 229,341 142,265 78,669 23,104 232,635 7-39 years 156,031 4-20 years 70,195 13,781 3-7 years 517,199 518,404 (213,317) (189,670) $ 303,882 $ 328,734 Depreciation expense totaled $51.8 million, $47.6 million and $36.9 million for the years ended December 31, 2016, 2015 and 2014, respectively. Umpqua’s subsidiaries have entered into a number of non-cancelable lease agreements with respect to premises and equipment. See Note 18 for more information regarding rent expense, net of rental income, and minimum annual rental commitments under non-cancelable lease agreements. Note 7—Goodwill and Other Intangible Assets The following table summarizes the changes in the Company’s goodwill and other intangible assets for the years ended December 31, 2014, 2015 and 2016. Goodwill and all other intangible assets are related to the Community Banking segment. (in thousands) Balance, December 31, 2013 Net additions Balance, December 31, 2014 Net additions Balance, December 31, 2015 Reductions Balance, December 31, 2016 Gross Accumulated Impairment Goodwill Total $ 877,239 $ (112,934) $ 764,305 1,021,920 — 1,021,920 1,899,159 (112,934) 1,786,225 1,568 — 1,568 1,900,727 (112,934) 1,787,793 — (142) (142) $ 1,900,727 $ (113,076) $ 1,787,651 Other Intangible Assets Balance, December 31, 2013 $ 58,909 $ (46,531) $ Gross Accumulated Amortization 54,562 — 113,471 — 113,471 — — (10,207) (56,738) (11,225) (67,963) (8,622) Net 12,378 54,562 (10,207) 56,733 (11,225) 45,508 (8,622) $ 113,471 $ (76,585) $ 36,886 Net additions Amortization Balance, December 31, 2014 Amortization Balance, December 31, 2015 Amortization Balance, December 31, 2016 Goodwill represents the excess of the total acquisition price paid over the fair value of the assets acquired, net of the fair value of liabilities assumed. Goodwill additions of $1.0 billion in 2014 relate to the Sterling Merger and the additions to 93 goodwill in 2015 of $1.6 million relates to correcting immaterial errors in acquisition accounting adjustments. The reduction of goodwill in 2016 of $142,000 relates to a goodwill impairment loss recognized during the first quarter related to a small subsidiary that is winding down operations. Intangible asset additions in 2014 relate to the Sterling Merger and represent the value of core deposits, which includes all deposits except certificates of deposit. Core deposit intangible asset values were determined by an analysis of the cost differential between the core deposits inclusive of estimated servicing costs and alternative funding sources. The core deposit intangible recorded in connection with the Merger will be amortized on an accelerated basis over a period of 10 years. No impairment losses separate from the scheduled amortization have been recognized in the periods presented. The Company conducted its annual evaluation of goodwill for impairment at both December 31, 2016 and 2015, respectively. The Company assessed qualitative factors to determine whether the existence of events and circumstances indicated that it is more likely than not that the indefinite-lived intangible asset is impaired, and determined no factors indicated any additional impairment. Based on this analysis, no further testing was determined to be necessary. The table below presents the forecasted amortization expense for intangible assets at December 31, 2016: (in thousands) Year 2017 2018 2019 2020 2021 Thereafter Expected Amortization $ 6,756 6,166 5,618 4,986 4,520 8,840 $ 36,886 Note 8—Residential Mortgage Servicing Rights The following table presents the changes in the Company’s residential mortgage servicing rights (‘‘MSR’’) for the years ended December 31, 2016, 2015 and 2014: (in thousands) Balance, beginning of period Acquired/purchased MSR Additions for new MSR capitalized Changes in fair value: Due to changes in model inputs or assumptions(1) Other(2) Balance, end of period 2016 2015 2014 $ 131,817 — 37,082 $ 117,259 — 35,284 $ 47,765 62,770 23,311 7,873 (33,799) (380) (20,346) (5,757) (10,830) $ 142,973 $ 131,817 $ 117,259 (1) Principally reflects changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates. (2) Represents changes due to collection/realization of expected cash flows over time. Information related to our serviced loan portfolio as of December 31, 2016, 2015 and 2014 is as follows: (dollars in thousands) Balance of loans serviced for others MSR as a percentage of serviced loans December 31, 2016 December 31, 2015 December 31, 2014 $ 14,327,368 1.00% $ 13,047,266 1.01% $ 11,590,310 1.01% The amount of contractually specified servicing fees, late fees and ancillary fees earned, recorded in residential mortgage banking revenue on the Consolidated Statements of Income, was $35.3 million, $28.0 million, and $20.8 million for the years ended December 31, 2016, 2015 and 2014, respectively. 94 Key assumptions used in measuring the fair value of MSR as of December 31 were as follows: Constant prepayment rate Discount rate Weighted average life (years) 2016 2015 2014 11.43% 11.70% 12.39% 9.17% 9.68% 6.4 6.5 9.69% 6.6 A sensitivity analysis of the current fair value to changes in discount and prepayment speed assumptions as of December 31, 2016 and December 31, 2015 is as follows: Constant prepayment rate Effect on fair value of a 10% adverse change Effect on fair value of a 20% adverse change Discount rate Effect on fair value of a 100 basis point adverse change Effect on fair value of a 200 basis point adverse change December 31, 2016 December 31, 2015 $(6,075) $(11,720) $(5,337) $(10,283) $(5,817) $(11,118) $(4,936) $(9,494) The sensitivity analysis presents the hypothetical effect on fair value of the MSR. The effect of such hypothetical change in assumptions generally cannot be extrapolated because the relationship of the change in an assumption to the change in fair value is not linear. Additionally, in the analysis, the impact of an adverse change in one assumption is calculated independent of any impact on other assumptions. In reality, changes in one assumption may change another assumption. Note 9—Other Real Estate Owned, Net The following table presents the changes in other real estate owned (‘‘OREO’’) for the years ended December 31, 2016, 2015 and 2014: (in thousands) Balance, beginning of period Additions to OREO due to acquisition Additions to OREO Dispositions of OREO Valuation adjustments in the period Balance, end of period 2016 2015 2014 $ 22,307 — 5,888 (19,738) (1,719) $ 37,942 — 9,062 (21,915) (2,782) $ 23,935 8,666 24,873 (15,804) (3,728) $ 6,738 $ 22,307 $ 37,942 As of December 31, 2016, 2015 and 2014, the Company had valuation allowances on its OREO balances of $365,000, $4.1 million, and $5.6 million, respectively. Valuation allowances on OREO balances are based on updated appraisals of the underlying properties as received during a period or management’s authorization to reduce the selling price of a property during the period. As of December 31, 2016 and 2015, Umpqua had $1.6 million and $2.2 million, respectively, of foreclosed residential real estate property held as other real estate owned. Umpqua’s recorded investment in consumer mortgage loans collateralized by residential real estate property in process of foreclosure was $10.7 million and $5.3 million as of December 31, 2016 and 2015, respectively. 95 Note 10—Other Assets Other assets consisted of the following at December 31, 2016 and 2015: (in thousands) Accrued interest receivable Derivative assets Low-income housing tax credit investments Prepaid expenses Investment in unconsolidated trust subsidiaries Commercial servicing asset Income taxes receivable Other Total 2016 2015 $ 56,042 47,501 23,021 19,013 14,277 6,391 4,841 56,551 $ 52,835 43,549 14,782 15,021 14,277 7,944 10,715 44,228 $ 227,637 $ 203,351 The Company invests in limited partnerships that operate qualified affordable housing projects to receive tax benefits in the form of tax deductions from operating losses and tax credits. The Company accounts for the investments using the proportional amortization method; amortization of the investment in qualified affordable housing projects is recorded in the provision for income taxes together with the tax credits and benefits received. The Company recognized $1.8 million as a component of income tax expense for the year ended December 31, 2016 and recognized $2.4 million in affordable housing tax credits and other tax benefits during the year. The Company recognized $1.7 million as a component of income tax expense for the year ended December 31, 2015 and recognized $1.3 million in affordable housing tax credits and other tax benefits during the year. The Company has federal low income housing tax credit carryforwards of $7.9 million and $7.7 million as of December 31, 2016 and 2015, respectively. The Company’s remaining capital commitments to these partnerships at December 31, 2016 and 2015 were approximately $12.7 million and $7.1 million, respectively. Such amounts are included in other liabilities on the consolidated balance sheets. Note 11—Income Taxes The following table presents the components of income tax provision included in the Consolidated Statements of Income for the years ended December 31: (in thousands) YEAR ENDED DECEMBER 31, 2016: Federal State YEAR ENDED DECEMBER 31, 2015: Federal State YEAR ENDED DECEMBER 31, 2014: Federal State Current Deferred Total $ 8,003 9,106 $102,031 13,619 $110,034 22,725 $17,109 $115,650 $132,759 $22,914 1,708 $ 81,267 18,699 $104,181 20,407 $24,622 $ 99,966 $124,588 $ 1,968 1,045 $ 70,583 9,444 $ 72,551 10,489 $ 3,013 $ 80,027 $ 83,040 96 The following table presents a reconciliation of income taxes computed at the Federal statutory rate to the actual effective rate for the years ended December 31: Statutory Federal income tax rate State tax, net of Federal income tax Tax-exempt income BOLI Tax credits Nondeductible merger expenses Other Effective income tax rate 2016 2015 2014 35.0% 4.0% (1.8)% (0.9)% (0.3)% —% 0.3% 35.0% 4.0% (1.8)% (1.1)% (0.1)% —% (0.1)% 35.0% 3.5% (2.5)% (1.6)% (0.8)% 1.2% 1.2% 36.3% 35.9% 36.0% The following table reflects the effects of temporary differences that give rise to the components of the net deferred tax assets recorded on the consolidated balance sheets as of December 31: (in thousands) DEFERRED TAX ASSETS: Allowance for loan and lease losses Net operating loss carryforwards Accrued severance and deferred compensation Tax credits Loan discount Other Total gross deferred tax assets DEFERRED TAX LIABILITIES: Residential mortgage servicing rights Fair market value adjustment on preferred securities Deferred loan fees Intangibles Other Total gross deferred tax liabilities Valuation allowance Net deferred tax assets 2016 2015 $ 52,360 48,121 25,565 21,037 16,623 43,147 $ 54,048 137,302 28,893 15,778 40,068 32,350 206,853 308,439 57,858 45,958 23,800 18,710 25,115 54,112 48,407 13,731 17,417 35,600 171,441 169,267 (1,090) (1,090) $ 34,322 $138,082 In 2014, the Company acquired a $276.8 million net deferred tax asset before acquisition accounting adjustments in the Sterling merger, including $238.4 million of federal and state NOL and tax credit carry-forwards. The Merger triggered an ‘‘ownership change’’ as defined in Section 382 of the Internal Revenue Service Code (‘‘Section 382’’). As a result of being subject to Section 382, the Company will be limited in the amount of NOL carry-forwards that can be used annually to offset future taxable income. The Company believes it is more likely than not that it will be able to fully realize the benefit of its federal NOL carry-forwards. The Company also believes that it is more likely than not that the benefit from certain state NOL and tax credit carry-forwards will not be realized and therefore has provided a valuation allowance of $1.1 million as of December 31, 2016 and $1.1 million as of December 31, 2015 on the deferred tax assets relating to these state NOL and tax credit carry-forwards. The Company has determined that no other valuation allowance for the remaining deferred tax assets is required as management believes it is more likely than not that the remaining gross deferred tax assets of $205.8 million and $307.3 million at December 31, 2016 and 2015, respectively, will be realized principally through future reversals of existing taxable temporary differences. Management further believes that future taxable income will be sufficient to realize the benefits of temporary deductible differences that cannot be realized through carry-back to prior years or through the reversal of future temporary taxable differences. The tax credits consist of state tax credits of $5.6 million and $6.6 million at December 31, 2016 and 2015, respectively, and federal low income housing and alternative minimum tax credits of $15.4 million and $9.1 million at December 31, 2016 and 2015, respectively. The state tax credits will be utilized to offset future state income taxes. Most of the state tax credits 97 benefit a five-year period, with an eight-year carry-forward allowed. Federal low income housing credits have a twenty-year carry forward and the alternative minimum tax credits may be carried forward indefinitely. The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, as well as the majority of states and Canada. The Company is no longer subject to U.S. federal tax examinations for years before 2013, and no longer subject to other state tax authorities examinations for years before 2012, except in California, for years before 2005, and for Canadian tax authority examinations for years before 2013. The Company periodically reviews its income tax positions based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate. This review takes into consideration the status of current taxing authorities’ examinations of the Company’s tax returns, recent positions taken by the taxing authorities on similar transactions, if any, and the overall tax environment. The Company had gross unrecognized tax benefits in the amounts of $3.0 million and $2.9 million recorded as of December 31, 2016 and 2015, respectively. If recognized, the unrecognized tax benefit would reduce the 2016 annual effective tax rate by 1%. During 2016, the Company recognized a benefit of $74,000 in interest reversed primarily due to the lapse of statute of limitations. During 2015, the Company accrued $29,000 of interest related to unrecognized tax benefits. Interest on unrecognized tax benefits is reported by the Company as a component of tax expense. As of December 31, 2016 and 2015, the accrued interest related to unrecognized tax benefits is $354,000 and $428,000, respectively. Detailed below is a reconciliation of the Company’s unrecognized tax benefits, gross of any related tax benefits, for the years ended December 31, 2016 and 2015, respectively: (in thousands) Balance, beginning of period Changes for tax positions of current year Changes for tax positions of prior years Lapse of statute of limitations Balance, end of period Note 12—Interest Bearing Deposits 2016 2015 $ 2,888 118 561 (561) $ 2,671 178 574 (535) $ 3,006 $ 2,888 The following table presents the major types of interest bearing deposits at December 31, 2016 and 2015: (in thousands) Interest bearing demand Money market Savings Time, $100,000 and over Time less than $100,000 Total interest bearing deposits 2016 2015 $ 2,296,532 6,932,717 1,325,757 1,702,982 901,528 $ 2,157,376 6,599,516 1,136,809 1,604,446 890,451 $13,159,516 $12,388,598 As of December 31, 2016 and 2015, the Company had time deposits of $799.5 million and $689.3 million, respectively, that meet or exceed the FDIC insurance limit. The following table presents the scheduled maturities of time deposits as of December 31, 2016: (in thousands) Year 2017 2018 2019 2020 2021 Thereafter Total time deposits 98 Amount $1,576,506 377,011 173,733 138,439 332,904 5,917 $2,604,510 The following table presents the remaining maturities of time deposits of $100,000 or more as of December 31, 2016: (in thousands) Three months or less Over three months through six months Over six months through twelve months Over twelve months Time, $100,000 and over Amount $ 388,543 204,130 456,933 653,376 $1,702,982 Note 13—Securities Sold Under Agreements To Repurchase The following table presents information regarding securities sold under agreements to repurchase at December 31, 2016 and 2015: (dollars in thousands) December 31, 2016 December 31, 2015 Repurchase Amount $ 352,948 $ 304,560 Weighted Average Interest Rate Carrying Value of Underlying Assets Market Value of Underlying Assets 0.01% $ 409,927 $ 409,927 0.02% $ 402,003 $ 402,003 The securities underlying agreements to repurchase entered into by the Bank are for the same securities originally sold, with a one-day maturity. In all cases, the Bank maintains control over the securities. Securities sold under agreements to repurchase averaged approximately $333.9 million, $321.1 million, and $189.5 million for the years ended December 31, 2016, 2015 and 2014, respectively. The maximum amount outstanding at any month end for the years ended December 31, 2016, 2015 and 2014, was $360.2 million, $334.6 million, and $313.3 million, respectively. Investment securities are pledged as collateral in an amount equal to or greater than the repurchase agreements. Note 14—Federal Funds Purchased At December 31, 2016 and 2015, the Company had no outstanding federal funds purchased balances. The Bank had available lines of credit with the FHLB totaling $5.9 billion at December 31, 2016 subject to certain collateral requirements. The Bank had available lines of credit with the Federal Reserve totaling $348.0 million subject to certain collateral requirements, namely the amount of certain pledged loans at December 31, 2016. The Bank had uncommitted federal funds line of credit agreements with additional financial institutions totaling $450.0 million at December 31, 2016. At December 31, 2016, the lines of credit had interest rates ranging from 0.6% to 1.3%. Availability of the lines is subject to federal funds balances available for loan and continued borrower eligibility and are reviewed and renewed periodically throughout the year. These lines are intended to support short-term liquidity needs, and the agreements may restrict consecutive day usage. Note 15—Term Debt The Bank had outstanding secured advances from the FHLB and other creditors at December 31, 2016 and 2015 with carrying values of $852.4 million and $888.8 million, respectively. The following table summarizes the future contractual maturities of borrowed funds as of December 31, 2016: (in thousands) Year 2017 2018 2019 2020 2021 Thereafter Total borrowed funds 99 Amount $255,000 50,000 — 150,000 390,000 5,146 $850,146 (1) (1) Amount shows contractual borrowings, excluding acquisition accounting adjustments. The maximum amount outstanding from the FHLB under term advances at a month end during 2016 was $900.2 million and during 2015 was $1.0 billion. The average balance outstanding during 2016 was $894.2 million and during 2015 was $919.1 million. The average contractual interest rate on the borrowings was 1.7% in 2016 and 1.9% in 2015. The FHLB requires the Bank to maintain a required level of investment in FHLB and sufficient collateral to qualify for secured advances. The Bank has pledged as collateral for these secured advances all FHLB stock, all funds on deposit with the FHLB, and its investments and commercial real estate portfolios, accounts, general intangibles, equipment and other property in which a security interest can be granted by the Bank to the FHLB. Note 16—Junior Subordinated Debentures Following is information about the Company’s wholly-owned trusts (‘‘Trusts’’) as of December 31, 2016: (dollars in thousands) Trust Name AT FAIR VALUE: Umpqua Statutory Trust II Issue Date Issued Carrying Value (1) Amount Rate (2) Effective Rate (3) Maturity Date October 2002 $ 20,619 $ 15,764 Umpqua Statutory Trust III October 2002 30,928 23,808 Umpqua Statutory Trust IV December 2003 10,310 7,504 Umpqua Statutory Trust V December 2003 10,310 7,458 Umpqua Master Trust I August 2007 41,238 25,061 Umpqua Master Trust IB September 2007 20,619 14,368 Sterling Capital Trust III Sterling Capital Trust IV April 2003 14,433 11,513 May 2003 10,310 8,138 Sterling Capital Statutory Trust V May 2003 20,619 16,305 Sterling Capital Trust VI Sterling Capital Trust VII June 2003 10,310 8,107 June 2006 56,702 35,640 Sterling Capital Trust VIII September 2006 51,547 32,670 Sterling Capital Trust IX July 2007 46,392 28,384 Lynnwood Financial Statutory Trust I March 2003 9,279 7,269 Lynnwood Financial Statutory Trust II June 2005 10,310 6,793 Klamath First Capital Trust I July 2001 15,464 13,427 AT AMORTIZED COST: HB Capital Trust I Humboldt Bancorp Statutory Trust I Humboldt Bancorp Statutory Trust II 379,390 262,209 March 2000 February 2001 December 2001 5,310 5,155 10,310 6,050 5,702 11,110 Humboldt Bancorp Statutory Trust III September 2003 27,836 29,953 CIB Capital Trust November 2002 10,310 11,000 Western Sierra Statutory Trust I July 2001 6,186 6,186 Western Sierra Statutory Trust II December 2001 10,310 10,310 Western Sierra Statutory Trust III September 2003 10,310 10,310 Western Sierra Statutory Trust IV September 2003 10,310 10,310 96,037 100,931 Total $475,427 $363,140 Floating rate, LIBOR plus 3.35%, adjusted quarterly Floating rate, LIBOR plus 3.45%, adjusted quarterly Floating rate, LIBOR plus 2.85%, adjusted quarterly Floating rate, LIBOR plus 2.85%, adjusted quarterly Floating rate, LIBOR plus 1.35%, adjusted quarterly Floating rate, LIBOR plus 2.75%, adjusted quarterly Floating rate, LIBOR plus 3.25%, adjusted quarterly Floating rate, LIBOR plus 3.15%, adjusted quarterly Floating rate, LIBOR plus 3.25%, adjusted quarterly Floating rate, LIBOR plus 3.20%, adjusted quarterly Floating rate, LIBOR plus 1.53%, adjusted quarterly Floating rate, LIBOR plus 1.63%, adjusted quarterly Floating rate, LIBOR plus 1.40%, adjusted quarterly Floating rate, LIBOR plus 3.15%, adjusted quarterly Floating rate, LIBOR plus 1.80%, adjusted quarterly Floating rate, LIBOR plus 3.75%, adjusted semiannually 10.875% 10.200% Floating rate, LIBOR plus 3.60%, adjusted quarterly Floating rate, LIBOR plus 2.95%, adjusted quarterly Floating rate, LIBOR plus 3.45%, adjusted quarterly Floating rate, LIBOR plus 3.58%, adjusted quarterly Floating rate, LIBOR plus 3.60%, adjusted quarterly Floating rate, LIBOR plus 2.90%, adjusted quarterly Floating rate, LIBOR plus 2.90%, adjusted quarterly 5.54% October 2032 5.65% November 2032 5.12% January 2034 5.31% March 2034 3.81% September 2037 5.33% December 2037 5.18% 5.14% 5.37% April 2033 May 2033 June 2033 5.29% September 2033 3.96% June 2036 4.09% December 2036 3.67% October 2037 5.29% March 2033 4.19% 5.58% June 2035 July 2031 8.62% March 2030 February 2031 8.54% 3.78% December 2031 3.23% September 2033 3.68% November 2032 4.47% July 2031 4.59% December 2031 3.78% September 2033 3.78% September 2033 (1) Includes acquisition accounting adjustments, net of accumulated amortization, for junior subordinated debentures assumed in connection with previous mergers as well as fair value adjustments related to trusts recorded at fair value. (2) Contractual interest rate of junior subordinated debentures. (3) Effective interest rate based upon the carrying value as of December 31, 2016. 100 The Trusts are reflected as junior subordinated debentures in the Consolidated Balance Sheets. The common stock issued by the Trusts is recorded in other assets in the Consolidated Balance Sheets, and totaled $14.3 million at December 31, 2016 and December 31, 2015. As of December 31, 2016, all of the junior subordinated debentures were redeemable at par, at their applicable quarterly or semiannual interest payment dates. The Company selected the fair value measurement option for junior subordinated debentures originally issued by the Company (the Umpqua Statutory Trusts) and for junior subordinated debentures acquired from Sterling. Absent changes to the significant inputs utilized in the discounted cash flow model used to measure the fair value of these instruments, the discounts will reverse over time in a manner similar to the effective interest rate method as if these instruments were accounted for under the amortized cost method. Losses recorded resulting from the change in the fair value of these instruments were $6.3 million, $6.3 million and $5.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. Note 17—Employee Benefit Plans Employee Savings Plan—Substantially all of the Company’s employees are eligible to participate in the Umpqua Bank 401(k) and Profit Sharing Plan (the ‘‘Umpqua 401(k) Plan’’), a defined contribution and profit sharing plan sponsored by the Company. Employees may elect to have a portion of their salary contributed to the plan in conformity with Section 401(k) of the Internal Revenue Code. At the discretion of the Company’s Board of Directors, the Company may elect to make matching and/or profit sharing contributions to the Umpqua 401(k) Plan based on profits of the Bank. The Company’s contributions charged to expense amounted to $7.3 million, $7.4 million, and $5.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. Supplemental Retirement Plans—The Company has established the Umpqua Holdings Corporation Deferred Compensation & Supplemental Retirement Plan (the ‘‘DC/SRP’’), a nonqualified deferred compensation plan to help supplement the retirement income of certain highly compensated executives selected by resolution of the Company’s Board of Directors. The DC/SRP has two components, a supplemental retirement plan (‘‘SRP’’) and a deferred compensation plan (‘‘DCP’’). The Company may make discretionary contributions to the SRP. For the years ended December 31, 2016, 2015 and 2014, the Company’s matching contribution charged to expense for these supplemental plans totaled $142,000, $178,000, and $140,000, respectively. The SRP plan balances at December 31, 2016 and 2015 were $1.1 million and $889,000, respectively, and are recorded in other liabilities. Under the DCP, eligible officers may elect to defer up to 50% of their salary into a plan account. The DCP plan balance was $6.7 million and $4.9 million at December 31, 2016 and 2015, respectively. In addition, the Company has established a supplemental retirement plan for the Executive Chairman of the Board of Directors. The plan balance for this plan was $8.7 million as of both December 31, 2016 and 2015. Acquired Plans—In connection with prior acquisitions, the Bank assumed liability for certain salary continuation, supplemental retirement, and deferred compensation plans for key employees, retired employees and directors of acquired institutions. Subsequent to the effective date of these acquisitions, no additional contributions were made to these plans. These plans are unfunded, and provide for the payment of a specified amount on a monthly basis for a specified period (generally 10 to 20 years) after retirement. In the event of a participant employee’s death prior to or during retirement, the Bank in most cases is obligated to pay to the designated beneficiary the benefits set forth under the plans. At December 31, 2016 and 2015, liabilities recorded for the estimated present value of future plan benefits totaled $33.4 million and $36.1 million, respectively, and are recorded in other liabilities. For the years ended December 31, 2016, 2015 and 2014, expense recorded for these plan’s benefits totaled $1.9 million, $1.1 million, and $2.9 million, respectively. Rabbi Trusts—The Bank has established, for the DC/SRP plan noted above, and sponsors, for some deferred compensation plans assumed in connection with prior mergers, irrevocable trusts commonly referred to as ‘‘Rabbi Trusts.’’ The trust assets (generally cash and trading assets) are consolidated in the Company’s balance sheets and the associated liability (which equals the related asset balances) is included in other liabilities. The asset and liability balances related to these trusts as of December 31, 2016 and 2015 were $10.4 million and $9.6 million, respectively. Bank-Owned Life Insurance—The Bank has purchased, or acquired through mergers, life insurance policies in connection with the implementation of certain executive supplemental income, salary continuation and deferred compensation retirement plans. These policies provide protection against the adverse financial effects that could result from the death of a key employee and provide tax-exempt income to offset expenses associated with the plans. It is the Bank’s intent to hold these 101 policies as a long-term investment. However, there will be an income tax impact if the Bank chooses to surrender certain policies. Although the lives of individual current or former management-level employees are insured, the Bank is the owner and sole or partial beneficiary. At December 31, 2016 and 2015, the cash surrender value of these policies was $299.7 million and $291.9 million, respectively. At December 31, 2016 and 2015, the Bank also had liabilities for post-retirement benefits payable to other partial beneficiaries under some of these life insurance policies of $6.5 million and $6.2 million, respectively. The Bank is exposed to credit risk to the extent an insurance company is unable to fulfill its financial obligations under a policy. In order to mitigate this risk, the Bank uses a variety of insurance companies and regularly monitors their financial condition. Note 18—Commitments and Contingencies Lease Commitments—The Bank leases 258 sites under non-cancelable operating leases. The leases contain various provisions for increases in rental rates, based either on changes in the published Consumer Price Index or a predetermined escalation schedule. Substantially all of the leases provide the Company with the option to extend the lease term one or more times following expiration of the initial term. Rent expense for the years ended December 31, 2016, 2015 and 2014 was $38.5 million, $38.3 million, and $33.1 million. Rent expense was offset by rent income for the years ended December 31, 2016, 2015 and 2014 of $2.0 million, $1.4 million, and $512,000. The following table sets forth, as of December 31, 2016, the future minimum lease payments under non-cancelable operating leases and future minimum income receivable under non-cancelable operating subleases: (in thousands) Year 2017 2018 2019 2020 2021 Thereafter Total Lease Payments Sublease Income $ 32,765 $ 1,887 29,557 26,439 22,005 16,347 48,822 1,634 1,623 1,574 1,241 3,819 $ 175,935 $ 11,778 Financial Instruments with Off-Balance-Sheet Risk—The Company’s financial statements do not reflect various commitments and contingent liabilities that arise in the normal course of the Bank’s business and involve elements of credit, liquidity, and interest rate risk. The following table presents a summary of the Bank’s commitments and contingent liabilities: (in thousands) Commitments to extend credit Forward sales commitments Commitments to originate loans held for sale Standby letters of credit As of December 31, 2016 $4,124,460 $ 556,202 $ 432,514 $ 67,599 The Bank is a party to financial instruments with off-balance-sheet credit risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, standby letters of credit and financial guarantees. Those instruments involve elements of credit and interest-rate risk similar to the risk involved in on-balance sheet items recognized in the Consolidated Balance Sheets. The contract or notional amounts of those instruments reflect the extent of the Bank’s involvement in particular classes of financial instruments. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit, and financial guarantees written, is represented by the contractual notional amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. 102 Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any covenant or condition established in the applicable contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. While most standby letters of credit are not utilized, a significant portion of such utilization is on an immediate payment basis. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation of the counterparty. Collateral varies but may include cash, accounts receivable, inventory, premises and equipment and income-producing commercial properties. Standby letters of credit and written financial guarantees are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support public and private borrowing arrangements, including international trade finance, commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank holds cash, marketable securities, or real estate as collateral supporting those commitments for which collateral is deemed necessary. The Bank was required to perform on $150,000 of financial guarantees in connection with standby letters of credit during the year ended December 31, 2016 and was not required to perform on any financial guarantees in connection with standby letters of credit during the year ended December 31, 2015. At December 31, 2016, approximately $47.7 million of standby letters of credit expire within one year, and $19.9 million expire thereafter. Upon issuance, the Bank recognizes a liability equivalent to the amount of fees received from the customer for these standby letter of credit commitments. Fees are recognized ratably over the term of the standby letter of credit. During the year ended December 31, 2016, the Bank recorded approximately $818,000 in fees associated with standby letters of credit. Residential mortgage loans sold into the secondary market are sold with limited recourse against the Company, meaning that the Company may be obligated to repurchase or otherwise reimburse the investor for incurred losses on any loans that suffer an early payment default, are not underwritten in accordance with investor guidelines or are determined to have pre-closing borrower misrepresentations. As of December 31, 2016, the Company had a residential mortgage loan repurchase reserve liability of $1.3 million. For loans sold to GNMA, the Bank has a unilateral right but not the obligation to repurchase loans that are past due 90 days or more. As of December 31, 2016, the Bank has recorded a liability for the loans subject to this repurchase right of $10.9 million, and has recorded these loans as part of the loan portfolio as if we had repurchased these loans. Legal Proceedings—The Bank owns 483,806 shares of Class B common stock of Visa Inc. which are convertible into Class A common stock at a conversion ratio of 1.6483 per Class A share. As of December 31, 2016, the value of the Class A shares was $78.02 per share. Utilizing the conversion ratio, the value of unredeemed Class A equivalent shares owned by the Bank was $62.2 million as of December 31, 2016, and has not been reflected in the accompanying financial statements. The shares of Visa Inc. Class B common stock are restricted and may not be transferred. Visa member banks are required to fund an escrow account to cover settlements, resolution of pending litigation and related claims. If the funds in the escrow account are insufficient to settle all the covered litigation, Visa Inc. may sell additional Class A shares and use the proceeds to settle litigation, thereby reducing the conversion ratio. If funds remain in the escrow account after all litigation is settled, the Class B conversion ratio will be increased to reflect that surplus. On July 13, 2012, Visa, Inc. announced that it had entered into a memorandum of understanding obligating it to enter into a settlement agreement to resolve the multi-district interchange litigation brought by the class plaintiffs in the matter styled In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, Case No. 5-MD-1720 (JG) (JO) in the U.S. District Court for the Eastern District of New York. The claims originally were brought by a class of U.S. retailers in 2005. The settlement was approved by the Court on December 13, 2013, and Visa’s share of the settlement to be paid is estimated at $4.4 billion. However, on June 30, 2016, the Second Circuit Court of Appeals vacated the class certification and reversed approval of the settlement in this action and remanded the case to the U.S. District Court for further proceedings. In the ordinary course of business, various claims and lawsuits are brought by and against the Company and its affiliates and subsidiaries. In the opinion of management, there is no pending or threatened proceeding in which an adverse decision that could result in a material adverse change in the Company’s consolidated financial condition or results of operations is reasonably probable. 103 Concentrations of Credit Risk—The Bank grants real estate mortgage, real estate construction, commercial, agricultural and installment loans and leases to customers throughout Oregon, Washington, California, Idaho, and Nevada. In management’s judgment, a concentration exists in real estate-related loans, which represented approximately 76% and 78% of the Bank’s loan and lease portfolio at December 31, 2016 and December 31, 2015. Commercial real estate concentrations are managed to assure wide geographic and business diversity. Although management believes such concentrations have no more than the normal risk of collectability, a substantial decline in the economy in general, material increases in interest rates, changes in tax policies, tightening credit or refinancing markets, or a decline in real estate values in the Bank’s primary market areas in particular, could have an adverse impact on the repayment of these loans. Personal and business incomes, proceeds from the sale of real property, or proceeds from refinancing, represent the primary sources of repayment for a majority of these loans. The Bank recognizes the credit risks inherent in dealing with other depository institutions. Accordingly, to prevent excessive exposure to any single correspondent, the Bank has established general standards for selecting correspondent banks as well as internal limits for allowable exposure to any single correspondent. In addition, the Bank has an investment policy that sets forth limitations that apply to all investments with respect to credit rating and concentrations with an issuer. Note 19—Derivatives The Bank may use derivatives to hedge the risk of changes in the fair values of interest rate lock commitments, residential mortgage loans held for sale, and residential mortgage servicing rights. None of the Company’s derivatives are designated as hedging instruments. Rather, they are accounted for as free-standing derivatives, or economic hedges, with changes in the fair value of the derivatives reported in income. The Company primarily utilizes forward interest rate contracts in its derivative risk management strategy. 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. Credit risk associated with forward contracts is limited to the replacement cost of those forward contracts in a gain position. There were no counterparty default losses on forward contracts in 2016, 2015, and 2014. Market risk with respect to forward contracts arises principally from changes in the value of contractual positions due to changes in interest rates. The Bank limits its exposure to market risk by monitoring differences between commitments to customers and forward contracts with broker/dealers. In the event the Company has forward delivery contract commitments in excess of available mortgage loans, the Company completes the transaction by either paying or receiving a fee to or from the broker/dealer equal to the increase or decrease in the market value of the forward contract. At December 31, 2016, the Bank had commitments to originate mortgage loans held for sale totaling $432.5 million and forward sales commitments of $556.2 million, which are used to hedge both on-balance sheet and off-balance sheet exposures. The Bank’s mortgage banking derivative instruments do not have specific credit risk-related contingent features. The forward sales commitments do have contingent features that may require transferring collateral to the broker/dealers upon their request. However, this amount would be limited to the net unsecured loss exposure at such point in time and would not materially affect the Company’s liquidity or results of operations. The Bank 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. As of December 31, 2016, the Bank had 516 interest rate swaps with an aggregate notional amount of $2.3 billion related to this program. As of December 31, 2015, the Bank had 381 interest rate swaps with an aggregate notional amount of $1.9 billion related to this program. In connection with the interest rate swap program with commercial customers, the Bank has agreements with its derivative counterparties that contain a provision where if the Bank defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Bank could also be declared in default on its derivative obligations. The Bank also has agreements with its derivative counterparties that contain a provision where if the Bank fails to maintain its status as a well/adequately capitalized institution, then the counterparty could terminate the derivative positions and the Bank would be required to settle its obligations under the agreements. Similarly, the Bank could be required to settle its obligations under certain of its agreements if specific regulatory events occur, such as if the Bank were issued a prompt corrective action directive or a cease and desist order, or if certain regulatory ratios fall below specified levels. If the Bank had breached any of these provisions at December 31, 2016, it could have been required to settle its obligations under the agreements at the termination value. 104 As of December 31, 2016 and 2015, the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $34.9 million and $40.2 million, respectively. The Bank has collateral posting requirements for initial or variation margins with its clearing members and clearing houses and has been required to post collateral against its obligations under these agreements of $50.3 million and $58.7 million as of December 31, 2016 and 2015, respectively. The fair value of the interest rate swaps is determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. In addition, the Bank incorporates credit valuation adjustments (‘‘CVA’’) to appropriately reflect nonperformance risk in the fair value measurements of its derivatives. The Bank also executes foreign currency hedges as a service for customers. These foreign currency hedges are then offset with hedges with other third-party banks to limit the Bank’s risk exposure. The following tables summarize the types of derivatives, separately by assets and liabilities and the fair values of such derivatives as of December 31, 2016 and December 31, 2015: (in thousands) Derivatives not designated as hedging instrument Interest rate lock commitments Interest rate forward sales commitments Interest rate swaps Foreign currency derivative Total Asset Derivatives Liability Derivatives December 31, December 31, December 31, 2016 2016 2015 December 31, 2015 $ 4,076 $ 3,631 $ — $ 8,054 34,701 670 1,155 38,567 196 1,318 34,871 874 — 971 40,238 305 $47,501 $43,549 $37,063 $41,514 The following table summarizes the types of derivatives and the gains (losses) recorded during the years ended 2016, 2015, and 2014: (in thousands) Derivatives not designated as hedging instrument Interest rate lock commitments Interest rate forward sales commitments Interest rate swaps Foreign currency derivative Total December 31, 2016 2015 2014 $ 445 $ 763 $ 2,000 (3,730) (4,752) (23,463) 1,497 1,335 162 1,011 (3,232) 890 $ (453) $(2,816) $(23,805) The Bank incorporates credit valuation adjustment (‘‘CVA’’) to appropriately reflect nonperformance risk in the fair value measurement of its derivatives. As of December 31, 2016 and 2015, the net CVA decreased the settlement values of the Bank’s net derivative assets by $241,000 and $1.9 million, respectively. Various factors impact changes in the CVA over time, including changes in the credit spreads of the parties to the contracts, as well as changes in market rates and volatilities, which affect the total expected exposure of the derivative instruments. 105 The following table summarizes the derivatives that have a right of offset as of December 31, 2016 and December 31, 2015: (in thousands) December 31, 2016 Derivative Assets Interest rate swaps Foreign currency derivative Derivative Liabilities Interest rate swaps Foreign currency derivative December 31, 2015 Derivative Assets Interest rate swaps Foreign currency derivative Derivative Liabilities Interest rate swaps Foreign currency derivative Gross Amounts of Recognized Assets/Liabilities Gross Amounts Offset in the Statement of Financial Position Net Amounts of Assets/Liabilities presented in the Statement of Financial Position Gross Amounts Not Offset in the Statement of Financial Position Financial Instruments Collateral Posted Net Amount $34,701 670 $34,871 874 $38,567 196 $40,238 305 $ $ $ $ — — — — — — — — $34,701 $(11,225) $ 670 — — — $23,476 $34,871 $(11,225) $(23,646) $ 874 — $38,567 $ (198) $ 196 — — — — $40,238 $ (198) $(40,040) $ 305 — — 670 — 874 196 — 305 $38,369 Note 20—Stock Compensation and Share Repurchase Plan Stock-Based Compensation The compensation cost related to stock options, restricted stock and restricted stock units granted to employees and included in salaries and employee benefits was $8.7 million, $13.6 million and $12.5 million for the years ended December 31, 2016, 2015, and 2014, respectively. The total income tax benefit recognized related to stock-based compensation was $3.3 million, $5.2 million and $4.8 million for the years ended December 31, 2016, 2015, and 2014, respectively. During the year ended December 31, 2014, vesting was accelerated for certain restricted stock units and stock options issued in connection with the Sterling Merger, resulting in $2.8 million of accelerated compensation expense which was recorded in merger related expense. As of December 31, 2016, there was $34,000 of total unrecognized compensation cost related to nonvested stock options which is expected to be recognized over a weighted-average period of 0.64 years. As of December 31, 2016, there was $7.5 million of total unrecognized compensation cost related to nonvested restricted stock awards which is expected to be recognized over a weighted- average period of 1.39 years. As of December 31, 2016, there was $1.6 million of total unrecognized compensation cost related to nonvested restricted stock units which is expected to be recognized over a weighted-average period of 0.94 years. Stock Options The following table summarizes information about stock option activity for the years ended December 31, 2016, 2015 and 2014: 2016 2015 2014 (shares in thousands) Balance, beginning of period Granted/assumed Exercised Forfeited/expired Balance, end of period Options exercisable, end of period Options Weighted-Avg Options Weighted-Avg Outstanding Exercise Price Outstanding Exercise Price Outstanding Exercise Price Options Weighted-Avg 472 — (219) (34) 219 211 $14.58 $ — $11.95 $24.19 $15.74 $15.88 807 — (83) (252) 472 437 $16.80 $ — $11.06 $22.88 $14.58 $14.78 981 440 (572) (42) 807 676 $16.17 $12.12 $11.93 $19.28 $16.80 $17.71 106 The following table summarizes information about outstanding stock options issued under all plans as of December 31, 2016: (shares in thousands) Range of Exercise Prices $9.23 to $11.89 $11.98 to $15.50 $26.12 Options Outstanding Options Exercisable Weighted Avg. Remaining Options Outstanding Contractual Life Weighted Avg. Exercise Price (Years) Options Weighted Avg. Exercise Price Exercisable 76 93 50 219 3.01 3.39 0.18 2.52 $11.50 $13.61 $26.12 $15.74 76 85 50 211 $11.50 $13.75 $26.12 $15.88 The total intrinsic value (which is the amount by which the stock price exceeds the exercise price) as of December 31, 2016, was $1.0 million for options outstanding and $978,000 options exercisable. The weighted average remaining contractual term of options exercisable was 2.4 years as of December 31, 2016. The total intrinsic value of options exercised was $1.2 million, $535,000, and $3.1 million, in the years ended December 31, 2016, 2015 and 2014, respectively. During the years ended December 31, 2016, 2015 and 2014, the amount of cash received from the exercise of stock options was $432,000, $195,000, and $4.6 million and total consideration was $2.6 million, $925,000, and $6.8 million, respectively. The fair value of each option grant is estimated as of the grant date using the Black-Scholes option-pricing model. In 2014, there were stock options assumed in the Sterling Merger, however, no additional stock options were granted. There were no stock options granted in 2016 and 2015. The following weighted average assumptions were used to determine the fair value at the acquisition date of stock option grants assumed from the Sterling Merger during the year ended December 31, 2014: Dividend yield Expected life (years) Expected volatility Risk-free rate Weighted average fair value of options on date of grant The above assumptions for 2016 and 2015 are not applicable as no stock options were granted in 2016 or 2015. 2014 3.25% 6.8 31% 0.91% $ 3.22 Restricted Shares The Company grants restricted stock periodically for the benefit of employees and directors. Restricted shares generally vest over a three year period, subject to time or time plus performance vesting conditions. The following table summarizes information about nonvested restricted share activity for the year ended December 31: 2016 2015 2014 (shares in thousands) Balance, beginning of period Granted Vested/released Forfeited/expired Balance, end of period Restricted Weighted Average Grant Date Shares Fair Value Outstanding Restricted Weighted Average Grant Date Shares Fair Value Outstanding Restricted Weighted Average Grant Date Fair Value Shares Outstanding 1,376 601 (766) (115) 1,096 $16.18 $14.46 $15.87 $14.70 $15.61 1,386 639 (516) (133) 1,376 $15.39 $15.83 $14.58 $15.22 $16.18 992 839 (399) (46) 1,386 $12.79 $17.33 $12.42 $12.99 $15.39 The total fair value of restricted shares vested was $12.0 million, $8.6 million, and $7.1 million, for the years ended December 31, 2016, 2015 and 2014, respectively. 107 Restricted Stock Units The Company granted restricted stock units in connection with the acquisition of Sterling as replacement awards, as well as part of the 2007 Long Term Incentive Plan for the benefit of certain executive officers. Restricted stock unit grants may be subject to performance- based vesting as well as other approved vesting conditions. The total number of restricted stock units granted represents the maximum number of restricted stock units eligible to vest based upon the performance and service conditions set forth in the grant agreements. The following table summarizes information about nonvested restricted stock units outstanding at December 31: 2016 2015 2014 (shares in thousands) Balance, beginning of period Assumed Released Forfeited/expired Balance, end of period Restricted Weighted Average Grant Date Stock Units Fair Value Outstanding Restricted Weighted Average Grant Date Stock Units Fair Value Outstanding Restricted Weighted Average Grant Date Fair Value Stock Units Outstanding 263 — (137) (48) 78 $18.58 $ — $18.58 $18.58 $18.58 675 — (254) (158) 263 $18.03 $ — $17.99 $18.48 $18.58 95 994 (342) (72) 675 $10.41 $18.58 $16.91 $18.58 $18.03 The total fair value of restricted stock units vested and released was $2.2 million, $4.4 million, and $4.8 million for the years ended December 31, 2016, 2015, and 2014 respectively. For the years ended December 31, 2016, 2015 and 2014, the Company received income tax benefits of $5.9 million, $5.2 million, and $6.3 million, respectively, related to the exercise of non-qualified employee stock options, disqualifying dispositions in the exercise of incentive stock options, the vesting of restricted shares and the vesting of restricted stock units. For the year ended December 31, 2016, the Company did not record a tax deficiency or benefit as a component of equity due to the application of ASU 2016-09. For the years ended December 31, 2015 and 2014, the Company had a net excess tax benefit resulting from tax deductions greater than the compensation cost recognized of $552,000 and $1.2 million, respectively. The tax deficiency or benefit is now recorded as income tax expense or benefit in the period the shares are vested. Share Repurchase Plan—The Company’s share repurchase plan, which was first approved by the Board and announced in August 2003, and amended in September 2011, authorized the repurchase of up to 15 million shares of common stock. In 2015, the Board extended the plan to run through July 31, 2017. As of December 31, 2016, a total of 10.8 million shares remained available for repurchase. The Company repurchased 635,000 shares under the repurchase plan in 2016, repurchased 571,000 shares under the repurchase plan in 2015, and repurchased no shares under the repurchase plan in 2014. The timing and amount of future repurchases will depend upon the market price for our common stock, securities laws restricting repurchases, asset growth, earnings, and our capital plan. We also have certain stock option and restricted stock plans which provide for the payment of the option exercise price or withholding taxes by tendering previously owned or recently vested shares. During the years ended December 31, 2016 and 2015, there were 154,000 and 52,000 shares tendered in connection with option exercises, respectively. Restricted shares cancelled to pay withholding taxes totaled 279,000 and 135,000 shares during the years ended December 31, 2016 and 2015, respectively. There were 49,000 restricted stock units cancelled to pay withholding taxes for the years ended December 31, 2016 and 86,000 in 2015. Note 21—Regulatory Capital The Company is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a material effect on the Company’s operations and financial statements. Under capital adequacy guidelines, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities, and certain off balance sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about risk components, asset risk weighting, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total capital, Tier 1 capital and Tier 1 common to risk-weighted assets (as defined in the regulations), and of Tier 1 capital to average assets (as defined in the regulations). Management believes, as of December 31, 2016, that the Company meets all capital adequacy requirements to which it is subject. 108 The Company’s capital amounts and ratios, as calculated under regulatory guidelines of Basel III at December 31, 2016 and 2015 are presented in the following table: (dollars in thousands) As of December 31, 2016 Total Capital (to Risk Weighted Assets) Consolidated Umpqua Bank Tier 1 Capital (to Risk Weighted Assets) Consolidated Umpqua Bank Tier 1 Common (to Risk Weighted Assets) Consolidated Umpqua Bank Tier 1 Capital (to Average Assets) Consolidated Umpqua Bank As of December 31, 2015 Total Capital (to Risk Weighted Assets) Consolidated Umpqua Bank Tier 1 Capital (to Risk Weighted Assets) Consolidated Umpqua Bank Tier 1 Common (to Risk Weighted Assets) Consolidated Umpqua Bank Tier 1 Capital (to Average Assets) Consolidated Umpqua Bank Amount Actual Ratio For Capital Adequacy purposes To be Well Capitalized Amount Ratio Amount Ratio $ 2,707,693 14.72% $ 1,471,577 8.00% $ 1,839,471 10.00% $ 2,534,927 13.79% $ 1,470,731 8.00% $ 1,838,414 10.00% $ 2,108,948 11.47% $ 1,103,682 6.00% $ 1,471,577 $ 2,397,449 13.04% $ 1,103,048 6.00% $ 1,470,731 $ 2,108,948 11.47% $ 827,762 4.50% $ 1,195,656 $ 2,397,449 13.04% $ 827,286 4.50% $ 1,194,969 $ 2,108,948 9.21% $ 915,917 4.00% $ 1,144,896 $ 2,397,449 10.47% $ 916,260 4.00% $ 1,145,325 8.00% 8.00% 6.50% 6.50% 5.00% 5.00% $ 2,553,161 14.34% $ 1,424,127 8.00% $ 1,780,159 10.00% $ 2,368,213 13.32% $ 1,422,495 8.00% $ 1,778,118 10.00% $ 2,073,402 11.65% $ 1,068,096 6.00% $ 1,424,127 $ 2,234,458 12.57% $ 1,066,871 6.00% $ 1,422,495 $ 2,020,814 11.35% $ 801,072 4.50% $ 1,157,104 $ 2,234,458 12.57% $ 800,153 4.50% $ 1,155,777 $ 2,073,402 9.73% $ 852,091 4.00% $ 1,065,114 $ 2,234,458 10.50% $ 851,554 4.00% $ 1,064,443 8.00% 8.00% 6.50% 6.50% 5.00% 5.00% The Company is a registered financial holding company under the Gramm-Leach-Bliley Act of 1999 (the ‘‘GLB Act’’), and is subject to the supervision of, and regulation by, the Board of Governors of the Federal Reserve System (the ‘‘Federal Reserve’’). The Bank is an Oregon state chartered bank with deposits insured by the Federal Deposit Insurance Corporation (‘‘FDIC’’), and is subject to the supervision and regulation of the FDIC and the Director of the Oregon Department of Consumer and Business Services, administered through the Division of Finance and Corporate Securities, as well as to the supervision and regulation of the California, Washington, Idaho, and Nevada banking regulators. As of December 31, 2016, the most recent notification from the FDIC categorized the Bank as ‘‘well-capitalized’’ under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s regulatory capital category. On July 2, 2013, the federal banking regulators approved the final proposed rules that revise the regulatory capital rules to incorporate certain revisions by the Basel Committee on Banking Supervision to the Basel capital framework (‘‘Basel III’’). The 109 phase-in period for the final rules began for the Company on January 1, 2015, with full compliance with the final rules entire requirement phased in on January 1, 2019. The final rules, among other things, include a common equity Tier 1 capital (‘‘CET1’’) to risk-weighted assets ratio, including a capital conservation buffer, which will gradually increase from 4.5% on January 1, 2015 to 7.0% on January 1, 2019. The final rules also raise the minimum ratio of Tier 1 capital to risk-weighted assets from 4.0% to 6.0% on January 1, 2015 to 8.5% on January 1, 2019, as well as require a minimum leverage ratio of 4.0%. Under the final rule, as Umpqua grew above $15.0 billion in assets as a result of an acquisition, the combined trust preferred security debt issuances were phased out of Tier 1 and into Tier 2 capital (75% starting in the first quarter of 2015 and 100% starting in the first quarter of 2016). The final rules also provide for a number of adjustments to and deductions from the new CET1. Under Basel III, the effects of certain accumulated other comprehensive items are not excluded; however, the Company and the Bank have made a one-time permanent election to continue to exclude these items in order to avoid significant variations in the level of capital depending on the impact of interest rate fluctuations on the fair value of the Company’s securities portfolio. In addition, deductions include, for example, the requirement that mortgage servicing rights, certain deferred tax assets not dependent upon future taxable income and significant investments in non-consolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. Note 22—Fair Value Measurement The following table presents estimated fair values of the Company’s financial instruments as of December 31, 2016 and December 31, 2015, whether or not recognized or recorded at fair value in the Consolidated Balance Sheets: (in thousands) FINANCIAL ASSETS: Cash and cash equivalents Trading securities Investment securities available for sale Investment securities held to maturity Loans held for sale, at fair value Loans and leases, net Restricted equity securities Residential mortgage servicing rights Bank owned life insurance assets Derivatives Visa Class B common stock FINANCIAL LIABILITIES: Deposits Securities sold under agreements to repurchase Term debt Junior subordinated debentures, at fair value Junior subordinated debentures, at amortized cost Derivatives December 31, 2016 December 31, 2015 Carrying Value Fair Value Carrying Value Fair Value $ 1,449,432 $ 1,449,432 $ 773,725 $ 773,725 10,964 10,964 9,586 9,586 2,701,220 2,701,220 2,522,539 2,522,539 4,216 387,318 5,217 387,318 4,609 363,275 5,590 363,275 17,374,679 17,385,156 16,736,214 16,661,079 45,528 142,973 299,673 47,501 — 45,528 142,973 299,673 47,501 59,107 46,949 131,817 291,892 43,549 — 46,949 131,817 291,892 43,549 58,751 Level 1 1,2 2 3 2 3 1 3 1 2,3 3 1,2 $19,020,985 $19,016,330 $17,707,189 $17,709,555 2 2 3 3 2 352,948 852,397 262,209 100,931 37,063 352,948 844,377 262,209 77,640 37,063 304,560 888,769 255,457 101,254 41,514 304,560 890,852 255,457 75,654 41,514 110 Fair Value of Assets and Liabilities Measured on a Recurring Basis The following tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and December 31, 2015: (in thousands) Description Trading securities Total Level 1 Level 2 Level 3 December 31, 2016 Obligations of states and political subdivisions $ 662 $ — $ 662 $ Equity securities Investment securities available for sale Obligations of states and political subdivisions Residential mortgage-backed securities and collateralized mortgage obligations Investments in mutual funds and other equity securities Loans held for sale, at fair value Residential mortgage servicing rights, at fair value Derivatives Interest rate lock commitments Interest rate forward sales commitments Interest rate swaps Foreign currency derivative Total assets measured at fair value Junior subordinated debentures, at fair value Derivatives Interest rate forward sales commitments Interest rate swaps Foreign currency derivative 10,302 10,302 — 307,697 2,391,553 1,970 387,318 142,973 4,076 8,054 34,701 670 — — — — — — — 307,697 2,391,553 1,970 387,318 — — 8,054 34,701 670 — — — — — 142,973 4,076 — — $3,289,976 $ 262,209 $ $ 10,302 $3,132,625 $ 147,049 — $ — $ 262,209 1,318 34,871 874 — — 1,318 34,871 874 — — Total liabilities measured at fair value $ 299,272 $ — $ 37,063 $ 262,209 111 (in thousands) Description Trading securities Total Level 1 Level 2 Level 3 December 31, 2015 Obligations of states and political subdivisions $ 75 $ — $ Equity securities Investment securities available for sale 9,511 9,511 $ 75 — Obligations of states and political subdivisions 313,117 Residential mortgage-backed securities and collateralized mortgage obligations Investments in mutual funds and other equity securities Loans held for sale, at fair value Residential mortgage servicing rights, at fair value Derivatives Interest rate lock commitments Interest rate forward sales commitments Interest rate swaps Foreign currency derivative Total assets measured at fair value Junior subordinated debentures, at fair value Derivatives Interest rate forward sales commitments Interest rate swaps Foreign currency derivative 2,207,420 2,002 363,275 131,817 3,631 1,155 38,567 196 — — — — — — — 313,117 2,207,420 2,002 363,275 — — 1,155 38,567 196 — — — — — 131,817 3,631 — — — $ 3,070,766 $ 255,457 $ $ 9,511 $ 2,925,807 $ 135,448 — $ — $ 255,457 971 40,238 305 — — — 971 40,238 305 — — — Total liabilities measured at fair value $ 296,971 $ — $ 41,514 $ 255,457 The following methods were used to estimate the fair value of each class of financial instrument above: Cash and Cash Equivalents—For short-term instruments, including cash and due from banks, and interest bearing cash, the carrying amount is a reasonable estimate of fair value. Securities—Fair values for investment securities are based on quoted market prices when available or through the use of alternative approaches, such as matrix or model pricing, or broker indicative bids, when market quotes are not readily accessible or available. Management periodically reviews the pricing information received from the third-party pricing service and compares it to a secondary pricing service, evaluating significant price variances between services to determine an appropriate estimate of fair value to report. Loans Held for Sale—Fair value for residential mortgage loans originated as held for sale is determined based on quoted secondary market prices for similar loans, including the implicit fair value of embedded servicing rights. For loans not originated as held for sale, these loans are accounted for at lower of cost or market, with the fair value estimated based on the expected sales price. Loans and Leases—Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, including commercial, real estate and consumer loans. Each loan category is further segregated by fixed and adjustable rate loans. The fair value of loans is calculated by discounting expected cash flows at rates which similar loans are currently being made. These amounts are discounted further by embedded probable losses expected to be realized in the portfolio. Restricted Equity Securities—The carrying value of restricted equity securities approximates fair value as the shares can only be redeemed by the issuing institution at par. 112 Residential Mortgage Servicing Rights—The fair value of the MSR is estimated using a discounted cash flow model. 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 external 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. Management believes the significant inputs utilized are indicative of those that would be used by market participants. Bank Owned Life Insurance—Fair values of insurance policies owned are based on the insurance contract’s cash surrender value. Visa Class B Common Stock—The fair value of Visa Class B common stock is estimated by applying a 5% discount to the value of the unredeemed Class A equivalent shares. The discount primarily represents the risk related to the further potential reduction of the conversion ratio between Class B and Class A shares and a liquidity risk premium. Deposits—The fair value of deposits with no stated maturity, such as non-interest bearing deposits, savings and interest checking accounts, and money market accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. Securities Sold under Agreements to Repurchase—For short-term instruments, including securities sold under agreements to repurchase and federal funds purchased, the carrying amount is a reasonable estimate of fair value. Term Debt—The fair value of term notes is calculated based on the discounted value of the contractual cash flows using current rates at which such borrowings can currently be obtained. Junior Subordinated Debentures—The fair value of junior subordinated debentures is estimated using an income approach valuation technique. The significant inputs utilized in the estimation of fair value of these instruments are the credit risk adjusted spread and three month LIBOR. The credit risk adjusted spread represents the nonperformance risk of the liability, contemplating the inherent risk of the obligation. The Company periodically utilizes an external valuation firm to determine or validate the reasonableness of the inputs and factors that are used to determine the fair value. The ending carrying (fair) value of the junior subordinated debentures measured at fair value represents the estimated amount that would be paid to transfer these liabilities in an orderly transaction amongst market participants. Due to credit concerns in the capital markets and inactivity in the trust preferred markets that have limited the observability of market spreads, we have classified this as a Level 3 fair value measure. Derivative Instruments—The fair value of the interest rate lock commitments and forward sales commitments are estimated using quoted or published market prices for similar instruments, adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate. The pull-through rate assumptions are considered Level 3 valuation inputs and are significant to the interest rate lock commitment valuation; as such, the interest rate lock commitment derivatives are classified as Level 3. The fair value of the interest rate swaps is determined using a discounted cash flow technique incorporating credit valuation adjustments to reflect nonperformance risk in the measurement of fair value. Although the Bank has determined that the majority of the inputs used to value its interest rate swap derivatives fall within Level 2 of the fair value hierarchy, the CVA associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31, 2016, the Bank has assessed the significance of the impact of the CVA on the overall valuation of its interest rate swap positions and has determined that the CVA are not significant to the overall valuation of its interest rate swap derivatives. As a result, the Bank has classified its interest rate swap derivative valuations in Level 2 of the fair value hierarchy. 113 Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3) The following table provides a description of the valuation technique, significant unobservable input, and qualitative information about the unobservable inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value on a recurring basis at December 31, 2016: Financial Instrument Valuation Technique Unobservable Input Weighted Average Residential mortgage servicing rights Discounted cash flow Interest rate lock commitment Internal Pricing Model Junior subordinated debentures Discounted cash flow Constant Prepayment Rate Discount Rate Pull-through rate Credit Spread 11.43% 9.69% 86.76% 5.26% Generally, any significant increases in the constant prepayment rate and discount rate utilized in the fair value measurement of the residential mortgage servicing rights will result in negative fair value adjustments (and a decrease in the fair value measurement). Conversely, a decrease in the constant prepayment rate and discount rate will result in a positive fair value adjustment (and increase in the fair value measurement). An increase in the pull-through rate utilized in the fair value measurement of the interest rate lock commitment derivative will result in positive fair value adjustments (and an increase in the fair value measurement.) Conversely, a decrease in the pull-through rate will result in a negative fair value adjustment (and a decrease in the fair value measurement.) Management believes that the credit risk adjusted spread utilized in the fair value measurement of the junior subordinated debentures carried at fair value is indicative of the nonperformance risk premium a willing market participant would require under current market conditions, that is, the inactive market. Management attributes the change in fair value of the junior subordinated debentures during the period to market changes in the nonperformance expectations and pricing of this type of debt, and not as a result of changes to our entity-specific credit risk. The widening of the credit risk adjusted spread above the Company’s contractual spreads has primarily contributed to the positive fair value adjustments. Future contractions in the credit risk adjusted spread relative to the spread currently utilized to measure the Company’s junior subordinated debentures at fair value as of December 31, 2016, or the passage of time, will result in negative fair value adjustments. Generally, an increase in the credit risk adjusted spread and/or the forward swap interest rate curve will result in positive fair value adjustments (and decrease the fair value measurement). Conversely, a decrease in the credit risk adjusted spread and/or the forward swap interest rate curve will result in negative fair value adjustments (and increase the fair value measurement). 114 The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the years ended December 31, 2016 and 2015. Beginning Balance Change included in Purchases earnings and issuances Sales and settlements Ending Balance Net change in unrealized gains or (losses) relating to items held at end of period (in thousands) 2016 Residential mortgage servicing rights, at fair value $ 131,817 $ (25,926) $ 37,082 $ — $ 142,973 $ (14,133) Interest rate lock commitment 3,631 834 58,881 (59,270) 4,076 4,076 Junior subordinated debentures, at fair value 255,457 17,815 — (11,063) 262,209 17,815 2015 Residential mortgage servicing rights, at fair value $ 117,259 $ (20,726) $ 35,284 $ — $ 131,817 $ (14,270) Interest rate lock commitment 2,867 851 47,764 (47,851) 3,631 3,631 Junior subordinated debentures, at fair value 249,294 16,005 — (9,842) 255,457 16,005 Changes in residential MSR carried at fair value are recorded in residential mortgage banking revenue within non-interest income. Gains (losses) on interest rate lock commitments carried at fair value are recorded in residential mortgage banking revenue within non-interest income. Gains (losses) on junior subordinated debentures carried at fair value are recorded within other non-interest income. The contractual interest expense on the junior subordinated debentures is recorded on an accrual basis as interest on junior subordinated debentures within interest expense. Settlements related to the junior subordinated debentures represent the payment of accrued interest that is embedded in the fair value of these liabilities. Additionally, from time to time, certain assets are measured at fair value on a nonrecurring basis. These adjustments to fair value generally result from the application of lower-of-cost-or-market accounting or write-downs of individual assets due to impairment. 115 Fair Value of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The following table presents information about the Company’s assets and liabilities measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting period. The amounts disclosed below represent the fair values at the time the nonrecurring fair value measurements were made, and not necessarily the fair value as of the dates reported upon. (in thousands) Loans and leases Other real estate owned (in thousands) Loans and leases Other real estate owned Total Level 1 Level 2 Level 3 December 31, 2016 $ 25,753 2,612 $ 28,365 Total $ 24,690 802 $ 25,492 $ $ $ $ — $ — $ 25,753 — — 2,612 — $ — $ 28,365 December 31, 2015 Level 1 Level 2 Level 3 — $ — $ 24,690 — — 802 — $ — $ 25,492 The following table presents the losses resulting from nonrecurring fair value adjustments for the years ended December 31, 2016, 2015 and 2014: (in thousands) Loans and leases Other real estate owned Total loss from nonrecurring measurements 2016 2015 2014 $ 33,289 $ 29,083 $ 10,265 1,719 2,782 3,728 $ 35,008 $ 31,865 $ 13,993 The following provides a description of the valuation technique and inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value on a nonrecurring basis. Unobservable inputs and qualitative information about the unobservable inputs are not presented as the fair value is determined by third-party information. The loans and leases amount above represents impaired, collateral dependent loans that have been adjusted to fair value. When we identify a collateral dependent loan as impaired, we measure the impairment using the current fair value of the collateral, less selling costs. Depending on the characteristics of a loan, the fair value of collateral is generally estimated by obtaining external appraisals. If we determine that the value of the impaired loan is less than the recorded investment in the loan, we recognize this impairment and adjust the carrying value of the loan to fair value through the allowance for loan and lease losses. The loss represents charge-offs or impairments on collateral dependent loans for fair value adjustments based on the fair value of collateral. The other real estate owned amount above represents impaired real estate that has been adjusted to fair value. Other real estate owned represents real estate which the Bank has taken control of in partial or full satisfaction of loans. At the time of foreclosure, other real estate owned is recorded at the lower of the carrying amount of the loan or fair value less costs to sell, which becomes the property’s new basis. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan and lease losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell. Fair value adjustments on other real estate owned are recognized within net loss on real estate owned. The loss represents impairments on other real estate owned for fair value adjustments based on the fair value of the real estate. 116 Fair Value Option The following table presents the difference between the aggregate fair value and the aggregate unpaid principal balance of loans held for sale accounted for under the fair value option as of December 31, 2016 and December 31, 2015: December 31, 2016 Aggregate Unpaid Principal Balance Fair Value Less Aggregate Unpaid Principal Balance Fair Value December 31, 2015 Aggregate Unpaid Principal Balance Fair Value Less Aggregate Unpaid Principal Balance Fair Value (in thousands) Loans held for sale $ 387,318 $ 378,974 $ 8,344 $ 363,275 $ 351,414 $ 11,861 Residential mortgage loans held for sale accounted for under the fair value option are measured initially at fair value with subsequent changes in fair value recognized in earnings. Gains and losses from such changes in fair value are reported as a component of residential mortgage banking revenue, net in the Consolidated Statements of Income. For the years ended December 31, 2016, 2015 and 2014, the Company recorded a net decrease of $3.5 million, a net decrease of $696,000, and a net increase of $6.4 million, respectively, representing the change in fair value reflected in earnings. The Company selected the fair value measurement option for existing junior subordinated debentures (the Umpqua Statutory Trusts) and for junior subordinated debentures acquired from Sterling. The remaining junior subordinated debentures were acquired through previous business combinations and were measured at fair value at the time of acquisition and subsequently measured at amortized cost. Accounting for the selected junior subordinated debentures at fair value enables us to more closely align our financial performance with the economic value of those liabilities. Additionally, we believe it improves our ability to manage the market and interest rate risks associated with the junior subordinated debentures. The junior subordinated debentures measured at fair value and amortized cost are presented as separate line items on the balance sheet. The ending carrying (fair) value of the junior subordinated debentures measured at fair value represents the estimated amount that would be paid to transfer these liabilities in an orderly transaction amongst market participants under current market conditions as of the measurement date. Due to inactivity in the junior subordinated debenture market and the lack of observable quotes of our, or similar, junior subordinated debenture liabilities or the related trust preferred securities when traded as assets, we utilize an income approach valuation technique to determine the fair value of these liabilities using our estimation of market discount rate assumptions. The Company monitors activity in the trust preferred and related markets, to the extent available, evaluates changes related to the current and anticipated future interest rate environment, and considers our entity-specific creditworthiness, to validate the reasonableness of the credit risk adjusted spread and effective yield utilized in our discounted cash flow model. We also consider changes in the interest rate environment in our valuation, specifically the absolute level and the shape of the slope of the forward swap curve. In the fourth quarter, we also identified a settlement of a similar instrument in the market place, at a discount to the issued notional balance, relatively similar to the carrying value of our junior subordinated debentures at fair value. This transaction supported the reduction of the liquidity premium component within the credit spread, and is the primary contributor to the decline in the credit spread from the prior year. 117 Note 23—Earnings Per Common Share The following is a computation of basic and diluted earnings per common share for the years ended December 31, 2016, 2015 and 2014: (in thousands, except per share data) NUMERATORS: Net income Less: 2016 2015 2014 $232,940 $222,539 $147,658 Dividends and undistributed earnings allocated to participating securities (1) 125 357 484 Net earnings available to common shareholders $232,815 $222,182 $147,174 DENOMINATORS: Weighted average number of common shares outstanding—basic Effect of potentially dilutive common shares (2) 220,282 220,327 186,550 626 718 994 Weighted average number of common shares outstanding—diluted 220,908 221,045 187,544 EARNINGS PER COMMON SHARE: Basic Diluted $ $ 1.06 1.05 $ $ 1.01 1.01 $ $ 0.79 0.78 (1) Represents dividends paid and undistributed earnings allocated to nonvested restricted stock awards. (2) Represents the effect of the assumed exercise of stock options, vesting of non-participating restricted shares, and vesting of restricted stock units, based on the treasury stock method. The following table presents the weighted average outstanding securities that were not included in the computation of diluted earnings per common share because their effect would be anti-dilutive for the years ended December 31, 2016, 2015 and 2014. (in thousands) Stock options Restricted stock Note 24—Segment Information 2016 2015 2014 51 — 95 3 323 443 The Company operates two primary segments: Community Banking and Home Lending. The Community Banking segment’s principal business focus is the offering of loan and deposit products to business and retail customers in its primary market areas. As of December 31, 2016, the Community Banking segment operated 346 locations throughout Oregon, California, Washington, Idaho, and Nevada. The Home Lending segment, which operates as a division of the Bank, originates, sells and services residential mortgage loans. 118 Summarized financial information concerning the Company’s reportable segments and the reconciliation to the consolidated financial results is shown in the following tables: Year Ended December 31, 2016 (in thousands) Interest income Interest expense Net interest income Provision (recapture) for loan and lease losses Non-interest income Non-interest expense Income before income taxes Provision for income taxes Net income Total assets Total loans and leases Total deposits Year Ended December 31, 2015 (in thousands) Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income Non-interest expense Income before income taxes Provision for income taxes Net income Total assets Total loans and leases Total deposits Community Banking $ 791,433 57,731 733,702 44,740 136,413 608,842 216,533 78,612 $ Home Lending 119,206 8,320 110,886 (3,066) 163,527 128,313 149,166 54,147 Consolidated $ 910,639 66,051 844,588 41,674 299,940 737,155 365,699 132,759 $ 137,921 $ 95,019 $ 232,940 $21,569,519 $14,823,482 $18,791,627 $ 3,243,600 $ 2,685,181 229,358 $ $24,813,119 $17,508,663 $19,020,985 $ $ Community Banking 823,885 49,081 774,804 32,808 130,877 646,492 226,381 81,252 Home Lending 105,981 9,151 96,830 3,781 144,847 117,150 120,746 43,336 Consolidated $ 929,866 58,232 871,634 36,589 275,724 763,642 347,127 124,588 $ 145,129 $ 77,410 $ 222,539 $ 20,195,322 $ 14,164,743 $ 17,689,815 $ 3,211,059 $ 2,701,793 17,374 $ $ 23,406,381 $ 16,866,536 $ 17,707,189 119 Year Ended December 31, 2014 (in thousands) Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income Non-interest expense Income before income taxes Provision for income taxes Net income Total assets Total loans and leases Total deposits Note 25—Related Party Transactions Community Banking Home Lending Consolidated $ $ 755,374 43,077 712,297 40,241 93,177 615,275 149,958 54,427 $ 67,147 5,616 61,531 — 87,997 68,788 80,740 28,613 822,521 48,693 773,828 40,241 181,174 684,063 230,698 83,040 $ 95,531 $ 52,127 $ 147,658 $ 20,095,189 $ 13,181,463 $ 16,850,682 $ 2,525,776 $ 2,157,331 41,417 $ $ 22,620,965 $ 15,338,794 $ 16,892,099 In the ordinary course of business, the Bank has made loans to its directors and executive officers (and their associated and affiliated companies). All such loans have been made in accordance with regulatory requirements. The following table presents a summary of aggregate activity involving related party borrowers for the years ended December 31, 2016, 2015 and 2014: (in thousands) Loans outstanding at beginning of year New loans and advances Less loan repayments Reclassification(1) Loans outstanding at end of year 2016 2015 2014 $10,302 2,006 (2,472) — $ 19,718 7,165 (16,506) (75) $13,307 11,392 (2,490) (2,491) $ 9,836 $ 10,302 $19,718 (1) Represents loans that were once considered related party but are no longer considered related party, or loans that were not related party that subsequently became related party loans. At December 31, 2016 and 2015, deposits of related parties amounted to $9.9 million and $9.5 million, respectively. 120 Note 26—Parent Company Financial Statements Condensed Balance Sheets December 31, (in thousands) ASSETS Non-interest bearing deposits with subsidiary bank Investments in: Bank subsidiary Nonbank subsidiaries Other assets Total assets LIABILITIES AND SHAREHOLDERS’ EQUITY Payable to bank subsidiary Other liabilities Junior subordinated debentures, at fair value Junior subordinated debentures, at amortized cost Total liabilities Shareholders’ equity Total liabilities and shareholders’ equity Condensed Statements of Income Year Ended December 31, (in thousands) INCOME Dividends from subsidiaries Other income Total income EXPENSES Management fees paid to subsidiaries Other expenses Total expenses Income before income tax benefit and equity in undistributed earnings of subsidiaries Income tax benefit Net income before equity in undistributed earnings of subsidiaries Equity in undistributed earnings of subsidiaries Net income Dividends and undistributed earnings allocated to participating securities 2016 2015 $ 92,540 $ 91,354 4,204,591 43,488 3,914 4,132,630 44,976 3,742 $4,344,533 $4,272,702 $ 75 64,523 262,209 100,931 $ 36 66,621 255,457 101,254 427,738 3,916,795 423,368 3,849,334 $4,344,533 $4,272,702 2016 2015 2014 $ 164,481 (6,284) $ 153,437 (6,272) $ 250,848 (5,196) 158,197 147,165 245,652 946 17,389 18,335 139,862 (8,887) 148,749 84,191 232,940 125 447 15,564 16,011 131,154 (7,269) 138,423 84,116 222,539 357 533 12,966 13,499 232,153 (7,336) 239,489 (91,831) 147,658 484 Net earnings available to common shareholders $ 232,815 $ 222,182 $ 147,174 121 Condensed Statements of Cash Flows Year Ended December 31, (in thousands) OPERATING ACTIVITIES: 2016 2015 2014 Net income Adjustment to reconcile net income to net cash provided by operating activities: $ 232,940 $ 222,539 $ 147,658 Equity in undistributed earnings of subsidiaries Depreciation, amortization and accretion Change in fair value of junior subordinated debentures Net decrease (increase) in other assets Net decrease in other liabilities (84,191) (322) 6,752 972 (2,112) (84,116) (322) 6,163 617 (2,903) 91,831 (322) 5,849 (6,020) (8,708) Net cash provided by operating activities 154,039 141,978 230,288 INVESTING ACTIVITIES: Change in subsidiaries Acquisitions Net cash provided (used) by investing activities FINANCING ACTIVITIES: Net increase (decrease) in payables to subsidiaries Dividends paid on common stock Stock repurchased Proceeds from exercise of stock options Net cash used by financing activities Change in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year 3,258 — 3,258 (5,000) — 6 (102,143) (5,000) (102,137) 45 (141,074) (17,708) 2,626 — (134,618) (14,589) 1,481 (4) (99,233) (7,183) 7,692 (156,111) (147,726) (98,728) 1,186 91,354 (10,748) 102,102 29,423 72,679 $ 92,540 $ 91,354 $ 102,102 122 Note 27—Quarterly Financial Information (Unaudited) The following tables present the summary results for the eight quarters ended December 31, 2016: (in thousands, except per share information) December 31 September 30 June 30 March 31 2016 Four Quarters Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income Non-interest expense Income before provision for income taxes Provision for income taxes Net income Dividends and undistributed earnings allocated to participating securities Net earnings available to common shareholders Basic earnings per common share Diluted earnings per common share Cash dividends declared per common share $ 224,703 16,907 $ 226,419 16,527 $ 225,453 16,255 $ 234,064 16,362 $ 910,639 66,051 207,796 13,171 98,620 183,468 109,777 40,502 69,275 33 69,242 0.31 0.31 0.16 $ $ $ $ 209,892 13,091 80,710 181,187 96,324 34,515 61,809 31 61,778 0.28 0.28 0.16 $ $ $ $ 209,198 10,589 74,659 188,511 84,757 30,470 54,287 32 54,255 0.25 0.25 0.16 $ $ $ $ $ $ $ $ 217,702 4,823 45,951 183,989 74,841 27,272 47,569 844,588 41,674 299,940 737,155 365,699 132,759 232,940 29 125 47,540 $ 232,815 0.22 0.22 0.16 (in thousands, except per share information) December 31 September 30 June 30 March 31 2015 Four Quarters Interest income Interest expense Net interest income Provision for loan and lease losses Non-interest income Non-interest expense Income before provision for income taxes Provision for income taxes Net income Dividends and undistributed earnings allocated to participating securities Net earnings available to common shareholders Basic earnings per common share Diluted earnings per common share Cash dividends declared per common share $ 235,205 15,371 $ 233,802 14,587 $ 231,788 14,322 $ 229,071 13,952 $ 929,866 58,232 219,834 4,545 69,345 185,911 98,723 35,704 63,019 96 62,923 0.29 0.28 0.16 $ $ $ $ 219,215 8,153 61,372 183,194 89,240 31,633 57,607 84 57,523 0.26 0.26 0.16 $ $ $ $ 217,466 11,254 81,102 201,918 85,396 30,612 54,784 93 54,691 0.25 0.25 0.15 $ $ $ $ $ $ $ $ 215,119 12,637 63,905 192,619 73,768 26,639 47,129 871,634 36,589 275,724 763,642 347,127 124,588 222,539 84 357 47,045 $ 222,182 0.21 0.21 0.15 123 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable. ITEM 9A. CONTROLS AND PROCEDURES. On a quarterly basis, we carry out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934. As of December 31, 2016, our management, including our Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer, concluded that our disclosure controls and procedures were effective in timely alerting them to material information relating to us that is required to be included in our periodic SEC filings. Although we change and improve our internal controls over financial reporting on an ongoing basis, we do not believe that any such changes occurred in the fourth quarter 2016 that materially affected or are reasonably likely to materially affect our internal control over financial reporting. REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Umpqua Holdings Corporation is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. The Company’s internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: (cid:129) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (cid:129) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with the authorizations of management and directors of the Company; and (cid:129) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). Based on our assessment and those criteria, we believe that, as of December 31, 2016, the Company maintained effective internal control over financial reporting. The Company’s independent registered public accounting firm has audited the Company’s consolidated financial statements that are included in this annual report and the effectiveness of our internal control over financial reporting as of December 31, 2016 and issued their Report of Independent Registered Public Accounting Firm, appearing under Item 8. The audit report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. February 23, 2017 ITEM 9B. OTHER INFORMATION. Not Applicable 124 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The response to this item is incorporated by reference to Umpqua’s Proxy Statement for the 2017 annual meeting of shareholders under the captions ‘‘Item 1. Election of Directors,’’ ‘‘Information About Executive Officers,’’ ‘‘Corporate Governance Overview’’ and ‘‘Section 16(a) Beneficial Ownership Reporting Compliance.’’ ITEM 11. EXECUTIVE COMPENSATION. The response to this item is incorporated by reference to the Proxy Statement, under the captions ‘‘Director Compensation,’’ ‘‘Compensation Discussion and Analysis,’’ ‘‘Compensation Committee Report,’’ and ‘‘Compensation Tables.’’ ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The response to this item is set forth in Part II, Item 5, ‘‘Equity Compensation Plan Information’’ of this Annual Report on Form 10-K, and is incorporated by reference to the Proxy Statement, under the caption ‘‘Security Ownership of Management and Others.’’ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The response to this item is incorporated by reference to the Proxy Statement, under the captions ‘‘Item 1. Election of Directors’’ and ‘‘Related Party Transactions.’’ ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The response to this item is incorporated by reference to the Proxy Statement, Item 2-Ratification of Auditor Appointment under the caption ‘‘Item 3. Ratification (Non-Binding) of Registered Public Accounting Firm Appointment—Independent Registered Public Accounting Firm.’’ PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (1) Financial Statements: The consolidated financial statements are included as Item 8 of this Form 10-K. (2) Financial Statement Schedules: All schedules have been omitted because the information is not required, not applicable, not present in amounts sufficient to require submission of the schedule, or is included in the financial statements or notes thereto. (3) The exhibits filed as part of this report and incorporated herein by reference to other documents are listed on the Exhibit Index to this annual report on Form 10-K, immediately following the signatures. 125 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Umpqua Holdings Corporation has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on February 23, 2017. UMPQUA HOLDINGS CORPORATION (Registrant) /s/ Cort L. O’Haver February 23, 2017 Cort L. O’Haver, President and Chief Executive Officer Signature Title Date /s/ Cort L. O’Haver Cort L. O’Haver President, Chief Executive Officer and Director February 23, 2017 (Principal Executive Officer) /s/ Ronald L. Farnsworth Executive Vice President, Chief Financial Officer February 23, 2017 Ronald L. Farnsworth /s/ Neal T. McLaughlin Neal T. McLaughlin Luanne Calvert /s/ Raymond P. Davis Raymond P. Davis /s/ Peggy Y. Fowler Peggy Y. Fowler Stephen M. Gambee /s/ James S. Greene James S. Greene /s/ Luis F. Machuca Luis F. Machuca /s/ Maria M. Pope Maria M. Pope /s/ John F. Schultz John F. Schultz Susan F. Stevens /s/ Hilliard C. Terry, III Hilliard C. Terry, III /s/ Bryan L. Timm Bryan L. Timm (Principal Financial Officer) Executive Vice President, Treasurer February 23, 2017 (Principal Accounting Officer) Director February 23, 2017 Executive Chairman February 23, 2017 Lead Independent Director February 23, 2017 Director Director Director Director Director Director Director February 23, 2017 February 23, 2017 February 23, 2017 February 23, 2017 February 23, 2017 February 23, 2017 February 23, 2017 Vice Chairman February 23, 2017 126 Exhibit # 3.1 3.2 4.1 4.2 10.1** 10.2** 10.2.a** 10.3** 10.4** 10.5** 10.6** 10.7** 10.7.a** 10.7.b** 10.8** 10.9** 10.10** 10.11** EXHIBIT INDEX Description Location Restated Articles of Incorporation, as amended Bylaws, as amended Specimen Common Stock Certificate The Company agrees to furnish upon request to the Commission a copy of each instrument defining the rights of holders of senior and subordinated debt of the Company. Third Restated Supplemental Executive Retirement Plan effective April 16, 2008 between the Company and Raymond P. Davis Incorporated by reference to Exhibit 3.1 to Form 10-Q filed May 7, 2014 Incorporated by reference to Exhibit 3.2 to Form 8-K filed April 22, 2008 Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-8 (No. 333-77259) filed with the SEC on April 28, 1999 Incorporated by reference to Exhibit 99.1 to Form 8-K/A filed April 22, 2008 Employment Agreement dated July 1, 2003, between the Company and Raymond P. Davis Incorporated by reference to Exhibit 10.4 to Form 10-Q filed August 14, 2003 First Amendment to Employment Agreement between the Company and Raymond P. Davis effective January 1, 2017 Filed herewith Split-Dollar Insurance Agreement dated April 16, 2008 between the Company and Raymond P. Davis Incorporated by reference to Exhibit 99.2 to Form 8-K filed April 22, 2008 2003 Stock Incentive Plan, as amended, effective March 5, 2007 Incorporated by reference to Appendix A to Form DEF 14A filed March 14, 2007 Form of Employment Agreement with executive officers Farnsworth and Neal Incorporated by reference to Exhibit 99.1 to Form 8-K filed March 7, 2008 Form of First Amendment to form of Employment Agreement with executive officers Farnsworth, McLaughlin and Neal Incorporated by reference to Exhibit 99.1 to Form 8-K filed January 14, 2013 Employment Agreement dated effective March 21, 2010 between the Company and Cort O’Haver Incorporated by reference to Exhibit 10.1 to Form 10-Q filed November 4, 2010 First Amendment to Employment Agreement with Cort O’Haver dated effective December 1, 2014 Incorporated by reference to Exhibit 10.9 to Form 10-K filed February 23, 2015. Second Amendment to Employment Agreement with Cort O’Haver dated effective January 1, 2017 Filed herewith Employment Agreement dated effective November 23, 2015 between Umpqua Bank and Tory Nixon Filed herewith Employment Agreement dated effective June 1, 2010 between the Company and David Shotwell Incorporated by reference to Exhibit 10.2 to Form 10-Q filed November 4, 2010 Umpqua Holdings Corporation 2013 Incentive Plan, effective December 14, 2012, as amended Filed herewith Form of Restricted Stock Award Agreement under 2013 Incentive Plan (Service Vesting) Incorporated by reference to Exhibit 10.11 to Form 10-K filed February 25, 2016 127 Exhibit # 10.12** 10.13** 10.14** 10.15** 12.0 21.1 23.1 31.1 31.2 31.3 32 Description Location Form of Restricted Stock Award Agreement under 2013 Incentive Plan (Performance Vesting) Incorporated by reference to Exhibit 10.12 to Form 10-K filed February 25, 2016 Sterling Financial Corporation 2010 Long-Term Incentive Plan Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Sterling Financial Corporation filed December 9, 2010 Employment Agreement between the Company and Andrew Ognall dated as of May 1, 2014 Incorporated by reference to Exhibit 10.16 to Form 10-K filed February 25, 2016 Employment Agreement between the Company and Neal McLaughlin dated as of March 1, 2005 Filed herewith Ratio of Earnings to Fixed Charges Subsidiaries of the Registrant Consent of Independent Registered Public Accounting Firm—Moss Adams LLP Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Principal Accounting Officer under Section 302 of the Sarbanes-Oxley Act of 2002 Certification of Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith Filed herewith 101.INS XBRL Instance Document * 101.SCH XBRL Taxonomy Extension Schema Document * 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document * 101.DEF XBRL Taxonomy Extension Definition Linkbase Document * 101.LAB XBRL Taxonomy Extension Label Linkbase Document * 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * * Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities and Exchange Act of 1934, as amended and otherwise are not subject to liability under those sections. ** Indicates compensatory plan or arrangement 128 (This page has been left blank intentionally.) Stock Trading Market Umpqua Holdings Corporation trades on the NASDAQ Global Select Market under the symbol UMPQ Headquarters and Investor Information Umpqua Holdings Corporation One SW Columbia Street, Suite 1200 Portland, OR 97258 503-727-4226 www.umpquaholdingscorp.com Transfer Agent Computershare PO Box 30170 College Station, TX 02940-3006 1-800-922-2641 www.computershare.com/investor Annual Shareholders’ Meeting The annual meeting of Umpqua Holdings Corporation will be held at 2:00 pm, local time, on April 19, 2017 at the RiverPlace Hotel, 1510 SW Harbor Way, Portland, OR 97201 

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