10-Q

United States

Securities and Exchange Commission 

Washington, D.C. 20549

FORM 10-Q

[X]	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the quarterly period ended: June 30, 2017
	or

[  ]	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	93-1261319
(State or Other Jurisdiction	(I.R.S. Employer Identification Number)
of Incorporation or Organization)

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) 

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 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  [  ]  Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ]   Yes   [X]   No 

Indicate the number of shares outstanding for each of the issuer's classes of common stock, as of the latest practical date:

Common stock, no par value: 220,210,196 shares outstanding as of July 31, 2017

UMPQUA HOLDINGS CORPORATION 

FORM 10-Q 

Table of Contents 

PART I.  FINANCIAL INFORMATION		3
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	48
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	73
Item 4.	Controls and Procedures	73
Part II.  OTHER INFORMATION		74
Item 1.	Legal Proceedings	74
Item 1A.	Risk Factors	74
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
Item 3.	Defaults Upon Senior Securities	75
Item 4.	Mine Safety Disclosures	75
Item 5.	Other Information	75
Item 6.	Exhibits	75
SIGNATURES		76
EXHIBIT INDEX		77

2

PART I.FINANCIAL INFORMATION

Item 1.Financial Statements (unaudited) 

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES 

CONDENSED CONSOLIDATED BALANCE SHEETS 

(UNAUDITED)

(in thousands, except shares)
	June 30,			December 31,
	2017			2016
ASSETS
Cash and due from banks (restricted cash of $34,471 and $51,017)	$	320,027		$	331,994
Interest bearing cash and temporary investments (restricted cash of $1,962 and $0)	295,937			1,117,438
Total cash and cash equivalents	615,964			1,449,432
Investment securities
Trading, at fair value	11,467			10,964
Available for sale, at fair value	3,132,566			2,701,220
Held to maturity, at amortized cost	4,017			4,216
Loans held for sale, at fair value	451,350			387,318
Loans and leases	18,321,142			17,508,663
Allowance for loan and lease losses	(136,867		)	(133,984		)
Net loans and leases	18,184,275			17,374,679
Restricted equity securities	45,511			45,528
Premises and equipment, net	288,853			303,882
Goodwill	1,787,651			1,787,651
Other intangible assets, net	33,508			36,886
Residential mortgage servicing rights, at fair value	141,832			142,973
Other real estate owned	4,804			6,738
Bank owned life insurance	303,894			299,673
Deferred tax asset, net	—			34,322
Other assets	252,092			227,637
Total assets	$	25,257,784		$	24,813,119
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Noninterest bearing	$	6,112,480		$	5,861,469
Interest bearing	13,347,470			13,159,516
Total deposits	19,459,950			19,020,985
Securities sold under agreements to repurchase	330,189			352,948
Term debt	852,219			852,397
Junior subordinated debentures, at fair value	265,423			262,209
Junior subordinated debentures, at amortized cost	100,770			100,931
Deferred tax liability, net	34,296			—
Other liabilities	256,092			306,854
Total liabilities	21,298,939			20,896,324
COMMITMENTS AND CONTINGENCIES (NOTE 8)
SHAREHOLDERS' EQUITY
Common stock, no par value, shares authorized: 400,000,000 in 2017 and 2016; issued and outstanding: 220,204,515 in 2017 and 220,177,030 in 2016	3,514,094			3,515,299
Retained earnings	454,802			422,839
Accumulated other comprehensive loss	(10,051		)	(21,343		)
Total shareholders' equity	3,958,845			3,916,795
Total liabilities and shareholders' equity	$	25,257,784		$	24,813,119

See notes to condensed consolidated financial statements

3

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES 

CONDENSED CONSOLIDATED STATEMENTS OFINCOME 

(UNAUDITED)

(in thousands, except per share amounts)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
INTEREST INCOME
Interest and fees on loans and leases	$	212,998		$	210,290		$	418,994		$	428,218
Interest and dividends on investment securities:
Taxable	15,220			11,963			29,151			25,018
Exempt from federal income tax	2,237			2,183			4,479			4,418
Dividends	360			365			748			731
Interest on temporary investments and interest bearing deposits	324			652			1,881			1,132
Total interest income	231,139			225,453			455,253			459,517
INTEREST EXPENSE
Interest on deposits	10,641			8,540			20,289			16,953
Interest on securities sold under agreement to repurchase and federal funds purchased	321			32			351			68
Interest on term debt	3,662			3,848			7,172			8,034
Interest on junior subordinated debentures	4,437			3,835			8,638			7,562
Total interest expense	19,061			16,255			36,450			32,617
Net interest income	212,078			209,198			418,803			426,900
PROVISION FOR LOAN AND LEASE LOSSES	10,657			10,589			22,329			15,412
Net interest income after provision for loan and lease losses	201,421			198,609			396,474			411,488
NON-INTEREST INCOME
Service charges on deposits	15,478			15,667			30,207			30,183
Brokerage revenue	3,903			4,580			8,025			8,674
Residential mortgage banking revenue, net	33,894			36,783			60,728			52,209
Gain on investment securities, net	35			162			33			858
Gain on loan sales, net	3,310			5,640			5,064			8,011
Loss on junior subordinated debentures carried at fair value	(1,572		)	(1,572		)	(3,127		)	(3,144		)
BOLI income	2,089			2,152			4,158			4,291
Other income	13,982			11,247			26,256			19,528
Total non-interest income	71,119			74,659			131,344			120,610
NON-INTEREST EXPENSE
Salaries and employee benefits	108,561			107,545			215,034			214,083
Occupancy and equipment, net	36,955			37,850			75,628			76,145
Communications	4,859			5,296			9,963			10,859
Marketing	2,374			3,004			4,107			5,854
Services	11,386			11,529			22,691			22,200
FDIC assessments	4,447			3,693			8,534			7,414
Gain on other real estate owned, net	(457		)	(1,457		)	(375		)	(68		)
Intangible amortization	1,689			2,328			3,378			4,888
Merger related expenses	1,640			6,634			2,660			10,084
Goodwill impairment	—			—			—			142
Other expenses	12,567			12,089			25,115			20,899
Total non-interest expense	184,021			188,511			366,735			372,500
Income before provision for income taxes	88,519			84,757			161,083			159,598
Provision for income taxes	31,707			30,470			58,268			57,742
Net income	$	56,812		$	54,287		$	102,815		$	101,856

4

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES 

CONDENSED CONSOLIDATED STATEMENTS OFINCOME(Continued) 

(UNAUDITED)

(in thousands, except per share amounts)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Net income	$	56,812	$	54,287	$	102,815	$	101,856
Dividends and undistributed earnings allocated to participating securities	14		32		26		61
Net earnings available to common shareholders	$	56,798	$	54,255	$	102,789	$	101,795
Earnings per common share:
Basic	$0.26		$0.25		$0.47		$0.46
Diluted	$0.26		$0.25		$0.47		$0.46
Weighted average number of common shares outstanding:
Basic	220,310		220,421		220,298		220,324
Diluted	220,753		220,907		220,790		221,001

See notes to condensed consolidated financial statements

5

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES 

CONDENSEDCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED) 

(in thousands)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Net income	$	56,812		$	54,287		$	102,815		$	101,856
Available for sale securities:
Unrealized gains arising during the period	14,321			10,346			18,463			41,997
Income tax expense related to unrealized gains	(5,547		)	(4,004		)	(7,151		)	(16,253		)
Reclassification adjustment for net realized gains in earnings	(35		)	(162		)	(33		)	(858		)
Income tax expense related to realized gains	14			63			13			332
Other comprehensive income, net of tax	8,753			6,243			11,292			25,218
Comprehensive income	$	65,565		$	60,530		$	114,107		$	127,074

See notes to condensed consolidated financial statements

6

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES 

CONDENSEDCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(UNAUDITED)

(in thousands, except shares)									Accumulated
									Other
	Common Stock					Retained			Comprehensive
	Shares		Amount			Earnings			Income (Loss)			Total
BALANCE AT JANUARY 1, 2016	220,171,091		$	3,520,591		$	331,301		$	(2,558	)	$	3,849,334
Net income						232,940						232,940
Other comprehensive loss, net of tax									(18,785		)	(18,785		)
Stock-based compensation			9,790									9,790
Stock repurchased and retired	(1,117,061	)	(17,708		)							(17,708		)
Issuances of common stock under stock plans	1,123,000		2,626									2,626
Cash dividends on common stock ($0.64 per share)						(141,402		)				(141,402		)
Balance at December 31, 2016	220,177,030		$	3,515,299		$	422,839		$	(21,343	)	$	3,916,795
BALANCE AT JANUARY 1, 2017	220,177,030		$	3,515,299		$	422,839		$	(21,343	)	$	3,916,795
Net income						102,815						102,815
Other comprehensive income, net of tax									11,292			11,292
Stock-based compensation			4,275									4,275
Stock repurchased and retired	(339,012	)	(5,943		)							(5,943		)
Issuances of common stock under stock plans	366,497		463									463
Cash dividends on common stock ($0.32 per share)						(70,852		)				(70,852		)
Balance at June 30, 2017	220,204,515		$	3,514,094		$	454,802		$	(10,051	)	$	3,958,845

See notes to condensed consolidated financial statements

7

UMPQUA HOLDINGS CORPORATIONAND SUBSIDIARIES CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS  (UNAUDITED)
(in thousands)	Six Months Ended
	June 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	102,815		$	101,856
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of investment premiums, net	14,717			10,114
Gain on sale of investment securities, net	(33		)	(858		)
Gain on sale of other real estate owned, net	(482		)	(1,530		)
Valuation adjustment on other real estate owned	107			1,462
Provision for loan and lease losses	22,329			15,412
Change in cash surrender value of bank owned life insurance	(4,221		)	(4,366		)
Depreciation, amortization and accretion	29,357			30,059
Loss on sale of premises and equipment	1,004			4,211
Additions to residential mortgage servicing rights carried at fair value	(14,860		)	(14,843		)
Change in fair value of residential mortgage servicing rights carried at fair value	16,001			34,565
Change in junior subordinated debentures carried at fair value	3,214			3,203
Stock-based compensation	4,275			5,245
Net increase in trading account assets	(503		)	(602		)
Gain on sale of loans	(61,113		)	(80,169		)
Change in loans held for sale carried at fair value	(7,074		)	(13,809		)
Origination of loans held for sale	(1,672,915		)	(1,810,425		)
Proceeds from sales of loans held for sale	1,672,006			1,972,727
Goodwill impairment	—			142
Change in other assets and liabilities:
Net decrease (increase) in other assets	9,008			(16,958		)
Net (decrease) increase in other liabilities	(29,849		)	57,836
Net cash provided by operating activities	83,783			293,272
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities available for sale	(725,498		)	(247,620		)
Proceeds from investment securities available for sale	297,427			319,919
Proceeds from investment securities held to maturity	254			282
Purchases of restricted equity securities	(236,571		)	(600		)
Redemption of restricted equity securities	236,588			7
Net change in loans and leases	(922,699		)	(1,084,966		)
Proceeds from sales of loans	98,632			311,669
Net change in premises and equipment	(11,144		)	(15,572		)
Proceeds from bank owned life insurance death benefits	—			814
Proceeds from sales of other real estate owned	4,937			10,228
Net cash used in investing activities	$	(1,258,074	)	$	(705,839	)

8

UMPQUA HOLDINGS CORPORATIONAND SUBSIDIARIES CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)  (UNAUDITED)
(in thousands)	Six Months Ended
	June 30,
	2017			2016
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposit liabilities	$	439,569		$	552,670
Net (decrease) increase in securities sold under agreements to repurchase	(22,759		)	55,674
Proceeds from term debt borrowings	100,000			285,000
Repayment of term debt borrowings	(100,000		)	(270,015		)
Dividends paid on common stock	(70,507		)	(70,528		)
Proceeds from stock options exercised	463			778
Repurchase and retirement of common stock	(5,943		)	(9,374		)
Net cash provided by financing activities	340,823			544,205
Net (decrease) increase in cash and cash equivalents	(833,468		)	131,638
Cash and cash equivalents, beginning of period	1,449,432			773,725
Cash and cash equivalents, end of period	$	615,964		$	905,363
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	37,324		$	35,820
Income taxes	$	19,392		$	12,851
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Change in unrealized gains on investment securities available for sale, net of taxes	$	11,292		$	25,218
Cash dividend declared on common stock and payable after period-end	$	35,241		$	35,296
Transfer of loans to loans held for sale	$	—		$	265,741
Change in GNMA mortgage loans recognized due to repurchase option	$	5,422		$	(7,881	)
Transfer of loans to other real estate owned	$	2,628		$	4,546
Transfers from other real estate owned to loans due to internal financing	$	—		$	256

See notes to condensed consolidated financial statements

9

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 – Summary of Significant Accounting Policies 

The accounting and financial reporting policies of Umpqua Holdings Corporation conform to accounting principles generally accepted in the United States of America. The accompanying interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All material inter-company balances and transactions have been eliminated. The condensed consolidated financial statements have not been audited. A more detailed description of our accounting policies is included in the 2016 Annual Report filed on Form 10-K. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the 2016 Annual Report filed on Form 10-K. All references in this report to "Umpqua," "we," "our," "us," the "Company" or similar references mean Umpqua Holdings Corporation, and include our consolidated subsidiaries where the context so requires. References to "Bank" refer to our subsidiary Umpqua Bank, an Oregon state-chartered commercial bank, and references to "Umpqua Investments" refer to our subsidiary Umpqua Investments, Inc., a registered broker-dealer and investment adviser. The Bank also has a wholly-owned subsidiary, Financial Pacific Leasing Inc., a commercial equipment leasing company. Pivotus Ventures, Inc., a wholly-owned subsidiary of Umpqua Holdings Corporation, focuses on advancing bank innovation by developing new bank platforms that could have a significant impact on the experience and economics of banking.

In preparing these condensed consolidated financial statements, the Company has evaluated events and transactions subsequent to June 30, 2017 for potential recognition or disclosure. In management's opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments include normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim period.  Certain reclassifications of prior period amounts have been made to conform to current classifications.

Note 2– Investment Securities 

The following tables present the amortized costs, unrealized gains, unrealized losses and approximate fair values of investment securities at June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
AVAILABLE FOR SALE:
Obligations of states and political subdivisions	$	292,528	$	7,091	$	(1,059	)	$	298,560
Residential mortgage-backed securities and collateralized mortgage obligations	2,854,484		5,177		(27,636		)	2,832,025
Investments in mutual funds and other equity securities	1,959		22		—			1,981
	$	3,148,971	$	12,290	$	(28,695	)	$	3,132,566
HELD TO MATURITY:
Residential mortgage-backed securities and collateralized mortgage obligations	$	4,017	$	1,054	$	—		$	5,071
	$	4,017	$	1,054	$	—		$	5,071

10

(in thousands)	December 31, 2016
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
AVAILABLE FOR SALE:
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	$	1,001	$	—		$	5,217
	$	4,216	$	1,001	$	—		$	5,217

Investment securities that were in an unrealized loss position as of June 30, 2017 and December 31, 2016 are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position.

June 30, 2017
(in thousands)	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
AVAILABLE FOR SALE:
Obligations of states and political subdivisions	$	32,681	$	816	$	6,187	$	243	$	38,868	$	1,059
Residential mortgage-backed securities and collateralized mortgage obligations	1,847,048		23,754		217,245		3,882		2,064,293		27,636
Total temporarily impaired securities	$	1,879,729	$	24,570	$	223,432	$	4,125	$	2,103,161	$	28,695

December 31, 2016
(in thousands)	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
AVAILABLE FOR SALE:
Obligations of states and political 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

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 the published credit ratings of these securities for material rating or outlook changes. As of June 30, 2017, 93% of these securities were rated A3/A- 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 June 30, 2017 are issued or guaranteed by government sponsored enterprises. The unrealized losses on residential mortgage-backed securities and collateralized 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 be settled at a price at least equal to the amortized cost of each investment.

11

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 the 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 maturities of investment securities at June 30, 2017: 

(in thousands)	Available For Sale				Held To Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
AMOUNTS MATURING IN:
Three months or less	$	722	$	724	$	—	$	—
Over three months through twelve months	1,272		1,281		—		—
After one year through five years	58,973		59,861		—		—
After five years through ten years	406,007		409,846		19		20
After ten years	2,680,038		2,658,873		3,998		5,051
Other investment securities	1,959		1,981		—		—
	$	3,148,971	$	3,132,566	$	4,017	$	5,071

The following tables present the gross realized gains and losses on the sale of securities available for sale for the three and six months ended June 30, 2017 and 2016:

(in thousands)	Three Months Ended
	June 30, 2017				June 30, 2016
	Gains		Losses		Gains		Losses
Obligations of states and political subdivisions	$	—	$	1	$	275	$	—
Residential mortgage-backed securities and collateralized mortgage obligations	135		99		270		383
	$	135	$	100	$	545	$	383
	Six Months Ended
	June 30, 2017				June 30, 2016
	Gains		Losses		Gains		Losses
Obligations of states and political subdivisions	$	—	$	3	$	971	$	—
Residential mortgage-backed securities and collateralized mortgage obligations	135		99		270		383
	$	135	$	102	$	1,241	$	383

The following table presents, as of June 30, 2017, investment securities which were pledged to secure borrowings, public deposits, and repurchase agreements as permitted or required by law: 

(in thousands)	Amortized		Fair
	Cost		Value
To the Federal Home Loan Bank to secure borrowings	$	502	$	511
To state and local governments to secure public deposits	931,950		932,534
Other securities pledged principally to secure repurchase agreements	423,380		420,042
Total pledged securities	$	1,355,832	$	1,353,087

12

Note 3– Loans and Leases

The following table presents the major types of loans and leases, net of deferred fees and costs, as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30,		December 31,
	2017		2016
Commercial real estate
Non-owner occupied term, net	$	3,401,679	$	3,330,442
Owner occupied term, net	2,593,395		2,599,055
Multifamily, net	2,964,851		2,858,956
Construction & development, net	464,690		463,625
Residential development, net	165,956		142,984
Commercial
Term, net	1,686,597		1,508,780
LOC & other, net	1,153,409		1,116,259
Leases and equipment finance, net	1,082,651		950,588
Residential
Mortgage, net	3,021,331		2,887,971
Home equity loans & lines, net	1,056,848		1,011,844
Consumer & other, net	729,735		638,159
Total loans and leases, net of deferred fees and costs	$	18,321,142	$	17,508,663

The loan balances are net of deferred fees and costs of $73.7 million and $67.7 million as of June 30, 2017 and December 31, 2016, respectively. Net loans also include discounts on acquired loans of $22.6 million and $41.3 million as of June 30, 2017 and December 31, 2016, respectively. As of June 30, 2017, loans totaling $10.6 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 $308.4 million and $368.2 million at June 30, 2017 and December 31, 2016, respectively. The carrying balance of purchased impaired loans was $235.7 million and $280.4 million at June 30, 2017 and December 31, 2016, respectively.

13

The following tables present the changes in the accretable yield for purchased impaired loans for the three and six months ended June 30, 2017 and 2016:

(in thousands)	Three Months Ended
	June 30,
	2017			2016
Balance, beginning of period	$	86,771		$	114,335
Accretion to interest income	(9,219		)	(9,977		)
Disposals	(4,262		)	(2,748		)
Reclassifications from nonaccretable difference	9,016			9,769
Balance, end of period	$	82,306		$	111,379
	Six Months Ended
	June 30,
	2017			2016
Balance, beginning of period	$	95,579		$	132,829
Accretion to interest income	(18,131		)	(24,175		)
Disposals	(7,549		)	(11,261		)
Reclassifications from nonaccretable difference	12,407			13,986
Balance, end of period	$	82,306		$	111,379

Loans and leases sold 

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 the carrying value of loans and leases sold by major loan type during the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Commercial real estate
Non-owner occupied term, net	$	2,216	$	8,765	$	3,923	$	17,274
Owner occupied term, net	20,547		8,242		27,222		17,903
Multifamily, net	—		400		—		129,830
Commercial
Term, net	3,887		1,426		6,517		2,920
Leases and equipment finance, net	14,620		—		27,113		—
Residential
Mortgage, net	28,793		135,731		28,793		135,731
Total	$	70,063	$	154,564	$	93,568	$	303,658

14

Note 4– 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 ("ALLL") 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. 

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. Additionally, Financial Pacific Leasing Inc. considers the additional quantitative and qualitative factors:  migration analysis; a static pool analysis of historic recoveries; and forecasting uncertainties. A migration analysis is a technique used to estimate the likelihood that an account will progress through the various delinquency states and ultimately be charged off.

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 June 30, 2017. 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 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 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. 

15

Activity in the Allowance for Loan and Lease Losses 

The following tables summarize activity related to the allowance for loan and lease losses by loan and lease portfolio segment for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended June 30, 2017
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	49,006		$	59,117		$	17,966		$	10,203		$	136,292
Charge-offs	(809		)	(10,696		)	(407		)	(2,032		)	(13,944		)
Recoveries	1,457			1,511			113			781			3,862
(Recapture) provision	(2,240		)	10,125			379			2,393			10,657
Balance, end of period	$	47,414		$	60,057		$	18,051		$	11,345		$	136,867
	Three Months Ended June 30, 2016
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	51,450		$	50,781		$	20,897		$	7,115		$	130,243
Charge-offs	(564		)	(9,594		)	(294		)	(2,230		)	(12,682		)
Recoveries	220			1,274			293			1,105			2,892
(Recapture) provision	(522		)	9,894			(750		)	1,967			10,589
Balance, end of period	$	50,584		$	52,355		$	20,146		$	7,957		$	131,042

(in thousands)	Six Months Ended June 30, 2017
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	47,795		$	58,840		$	17,946		$	9,403		$	133,984
Charge-offs	(1,148		)	(20,800		)	(617		)	(4,381		)	(26,946		)
Recoveries	1,857			3,541			310			1,792			7,500
(Recapture) provision	(1,090		)	18,476			412			4,531			22,329
Balance, end of period	$	47,414		$	60,057		$	18,051		$	11,345		$	136,867
	Six Months Ended June 30, 2016
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	54,293		$	47,487		$	22,017		$	6,525		$	130,322
Charge-offs	(1,066		)	(14,249		)	(631		)	(4,586		)	(20,532		)
Recoveries	720			2,447			524			2,149			5,840
(Recapture) provision	(3,363		)	16,670			(1,764		)	3,869			15,412
Balance, end of period	$	50,584		$	52,355		$	20,146		$	7,957		$	131,042

The valuation allowance on purchased impaired loans was increased by provision expense, which includes amounts related to subsequent deterioration of purchased impaired loans of $96,000 for both the three and six months ended June 30, 2017, and $1.4 million for both the three and six months ended June 30, 2016. The valuation allowance on purchased impaired loans was decreased by recaptured provision of $133,000 and $214,000 for the three and six months ended June 30, 2017, respectively, and $71,000 and $847,000 for the three and six months ended June 30, 2016, respectively.

16

The following tables present the allowance and recorded investment in loans and leases by portfolio segment as of June 30, 2017 and 2016: 

(in thousands)	June 30, 2017
	Commercial						Consumer
	Real Estate		Commercial		Residential		& Other		Total
Allowance for loans and leases:
Collectively evaluated for impairment	$	43,968	$	59,694	$	17,442	$	11,312	$	132,416
Individually evaluated for impairment	712		43		—		—		755
Loans acquired with deteriorated credit quality	2,734		320		609		33		3,696
Total	$	47,414	$	60,057	$	18,051	$	11,345	$	136,867
Loans and leases:
Collectively evaluated for impairment	$	9,359,064	$	3,895,638	$	4,038,611	$	729,260	$	18,022,573
Individually evaluated for impairment	41,053		21,806		—		—		62,859
Loans acquired with deteriorated credit quality	190,454		5,213		39,568		475		235,710
Total	$	9,590,571	$	3,922,657	$	4,078,179	$	729,735	$	18,321,142

(in thousands)	June 30, 2016
	Commercial						Consumer
	Real Estate		Commercial		Residential		& Other		Total
Allowance for loans and leases:
Collectively evaluated for impairment	$	47,427	$	51,466	$	19,351	$	7,885	$	126,129
Individually evaluated for impairment	363		456		—		—		819
Loans acquired with deteriorated credit quality	2,794		433		795		72		4,094
Total	$	50,584	$	52,355	$	20,146	$	7,957	$	131,042
Loans and leases:
Collectively evaluated for impairment	$	9,139,255	$	3,412,760	$	3,821,080	$	596,460	$	16,969,555
Individually evaluated for impairment	34,906		19,929		—		—		54,835
Loans acquired with deteriorated credit quality	269,799		9,397		50,810		844		330,850
Total	$	9,443,960	$	3,442,086	$	3,871,890	$	597,304	$	17,355,240

Summary of Reserve for Unfunded Commitments Activity 

The following table presents a summary of activity in the RUC and unfunded commitments for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	3,495	$	3,482	$	3,611	$	3,574
Net charge to other expense	321		49		205		(43		)
Balance, end of period	$	3,816	$	3,531	$	3,816	$	3,531

(in thousands)
	Total
Unfunded loan and lease commitments:
June 30, 2017	$	4,479,108
June 30, 2016	$	4,006,031

17

Asset Quality and Non-Performing 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 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. 

Non-Accrual Loans and Leases and Loans and Leases Past Due

The following tables summarize our non-accrual loans and leases and loans and leases past due, by loan and lease class, as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		Greater than 90 Days and Accruing		Total Past Due		Non-Accrual		Current & Other (1)		Total Loans and Leases
Commercial real estate
Non-owner occupied term, net	$	1,015	$	959	$	32	$	2,006	$	3,632	$	3,396,041	$	3,401,679
Owner occupied term, net	3,150		926		—		4,076		6,313		2,583,006		2,593,395
Multifamily, net	522		—		—		522		376		2,963,953		2,964,851
Construction & development, net	—		—		—		—		—		464,690		464,690
Residential development, net	—		—		—		—		—		165,956		165,956
Commercial
Term, net	195		2		—		197		4,726		1,681,674		1,686,597
LOC & other, net	476		1,507		—		1,983		2,038		1,149,388		1,153,409
Leases and equipment finance, net	6,700		5,849		1,508		14,057		9,481		1,059,113		1,082,651
Residential
Mortgage, net (2)	12		4,727		38,389		43,128		—		2,978,203		3,021,331
Home equity loans & lines, net	1,246		246		2,984		4,476		—		1,052,372		1,056,848
Consumer & other, net	2,796		825		617		4,238		—		725,497		729,735
Total, net of deferred fees and costs	$	16,112	$	15,041	$	43,530	$	74,683	$	26,566	$	18,219,893	$	18,321,142

(1) Other includes purchased credit impaired loans of $235.7 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 $16.3 million at June 30, 2017.

18

(in thousands)	December 31, 2016
	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		Greater than 90 Days and Accruing		Total Past Due		Non-Accrual		Current & Other (1)		Total Loans and Leases
Commercial real estate
Non-owner occupied term, net	$	718	$	1,027	$	1,047	$	2,792	$	2,100	$	3,325,550	$	3,330,442
Owner occupied term, net	974		4,539		1		5,514		4,391		2,589,150		2,599,055
Multifamily, net	—		—		—		—		476		2,858,480		2,858,956
Construction & development, net	—		—		—		—		—		463,625		463,625
Residential development, net	—		—		—		—		—		142,984		142,984
Commercial
Term, net	319		233		—		552		6,880		1,501,348		1,508,780
LOC & other, net	1,673		27		—		1,700		4,998		1,109,561		1,116,259
Leases and equipment finance, net	5,343		6,865		1,808		14,016		8,920		927,652		950,588
Residential
Mortgage, net (2)	10		3,114		33,703		36,827		—		2,851,144		2,887,971
Home equity loans & lines, net	289		848		2,080		3,217		—		1,008,627		1,011,844
Consumer & other, net	3,261		1,185		587		5,033		—		633,126		638,159
Total, net of deferred fees 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.

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 June 30, 2017 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. 

19

The following tables summarize our impaired loans by loan class as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Unpaid		Recorded Investment
	Principal		Without		With		Related
	Balance		Allowance		Allowance		Allowance
Commercial real estate
Non-owner occupied term, net	$	18,907	$	2,110	$	16,673	$	345
Owner occupied term, net	10,483		3,677		6,387		110
Multifamily, net	4,002		377		3,519		86
Construction & development, net	1,091		—		1,091		25
Residential development, net	7,219		—		7,219		146
Commercial
Term, net	21,976		6,574		10,009		41
LOC & other, net	5,579		2,038		2,911		2
Leases and equipment finance, net	274		274		—		—
Total, net of deferred fees and costs	$	69,531	$	15,050	$	47,809	$	755

(in thousands)	December 31, 2016
	Unpaid		Recorded Investment
	Principal		Without		With		Related
	Balance		Allowance		Allowance		Allowance
Commercial real estate
Non-owner occupied term, net	$	19,797	$	278	$	19,116	$	524
Owner occupied term, net	8,467		1,768		6,445		131
Multifamily, net	4,015		476		3,520		123
Construction & development, net	1,091		—		1,091		9
Residential development, net	7,304		—		7,304		72
Commercial
Term, net	16,875		5,982		3,239		8
LOC & other, net	8,279		4,755		—		—
Total, net of deferred fees and costs	$	65,828	$	13,259	$	40,715	$	867

20

The following tables summarize our average recorded investment and interest income recognized on impaired loans by loan class for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended				Three Months Ended
	June 30, 2017				June 30, 2016
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
Commercial real estate
Non-owner occupied term, net	$	17,743	$	149	$	12,361	$	132
Owner occupied term, net	10,746		66		6,451		33
Multifamily, net	3,901		31		3,904		30
Construction & development, net	1,091		11		1,701		21
Residential development, net	7,221		75		7,778		80
Commercial
Term, net	12,697		119		19,019		40
LOC & other, net	5,515		38		3,084		20
Leases and equipment finance, net	370		—		—		—
Total, net of deferred fees and costs	$	59,284	$	489	$	54,298	$	356

(in thousands)	Six Months Ended				Six Months Ended
	June 30, 2017				June 30, 2016
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
Commercial real estate
Non-owner occupied term, net	$	16,752	$	298	$	10,935	$	195
Owner occupied term, net	9,322		127		9,137		86
Multifamily, net	3,924		61		3,673		60
Construction & development, net	1,238		22		1,335		40
Residential development, net	7,370		150		7,905		161
Commercial
Term, net	14,079		154		21,672		113
LOC & other, net	4,960		50		3,237		40
Leases and equipment finance, net	246		—		—		—
Total, net of deferred fees and costs	$	57,891	$	862	$	57,894	$	695

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. 

21

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 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 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.

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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. 

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 impairedwhen, 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 tables summarize our internal risk rating by loan and lease class for the loan and lease portfolio, including purchased credit impaired loans, as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Pass/Watch		Special Mention		Substandard		Doubtful		Loss		Impaired (1)		Total
Commercial real estate
Non-owner occupied term, net	$	3,298,489	$	41,571	$	41,523	$	145	$	1,168	$	18,783	$	3,401,679
Owner occupied term, net	2,476,143		53,530		51,533		653		1,472		10,064		2,593,395
Multifamily, net	2,937,224		11,217		12,514		—		—		3,896		2,964,851
Construction & development, net	461,099		—		2,500		—		—		1,091		464,690
Residential development, net	157,548		—		1,189		—		—		7,219		165,956
Commercial
Term, net	1,638,555		14,510		16,137		10		802		16,583		1,686,597
LOC & other, net	1,097,943		20,194		30,323		—		—		4,949		1,153,409
Leases and equipment finance, net	1,058,839		6,700		5,849		9,767		1,222		274		1,082,651
Residential
Mortgage, net (2)	2,948,765		2,770		68,481		—		1,315		—		3,021,331
Home equity loans & lines, net	1,050,235		2,150		3,962		—		501		—		1,056,848
Consumer & other, net	725,458		3,622		581		—		74		—		729,735
Total, net of deferred fees and costs	$	17,850,298	$	156,264	$	234,592	$	10,575	$	6,554	$	62,859	$	18,321,142

(1) The percentage of impaired loans classified as pass/watch, special mention, and substandard was 6.8%, 1.7% and 91.5%, respectively, as of June 30, 2017.

(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 $16.3 million at June 30, 2017, which is included in the substandard category.

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(in thousands)	December 31, 2016
	Pass/Watch		Special Mention		Substandard		Doubtful		Loss		Impaired (1)		Total
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	2,466,247		75,189		46,781		972		1,653		8,213		2,599,055
Multifamily, net	2,828,370		11,903		14,687		—		—		3,996		2,858,956
Construction & development, net	458,328		1,712		2,494		—		—		1,091		463,625
Residential development, net	134,491		—		1,189		—		—		7,304		142,984
Commercial
Term, net	1,458,699		15,716		24,678		119		347		9,221		1,508,780
LOC & other, net	1,063,305		10,565		37,387		3		244		4,755		1,116,259
Leases and equipment finance, net	927,378		5,614		6,866		9,752		978		—		950,588
Residential
Mortgage, net (2)	2,830,547		1,803		53,607		—		2,014		—		2,887,971
Home equity loans & lines, net	1,006,647		1,490		2,727		—		980		—		1,011,844
Consumer & other, net	633,098		4,446		527		—		88		—		638,159
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%, 82.5%, and 2.9%, respectively, as of December 31, 2016.

(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, which is included in the substandard category.

Troubled Debt Restructurings 

At June 30, 2017 and December 31, 2016, impaired loans of $52.9 million and $40.7 million, respectively, were classified as accruing restructured loans. 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 newly 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 June 30, 2017 and December 31, 2016. 

The following tables present troubled debt restructurings by accrual versus non-accrual status and by loan class as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Accrual		Non-Accrual		Total
	Status		Status		Modifications
Commercial real estate, net	$	30,410	$	—	$	30,410
Commercial, net	15,545		257		15,802
Residential, net	6,906		—		6,906
Total, net of deferred fees and costs	$	52,861	$	257	$	53,118

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(in thousands)	December 31, 2016
	Accrual		Non-Accrual		Total
	Status		Status		Modifications
Commercial real estate, net	$	30,563	$	—	$	30,563
Commercial, net	3,054		3,345		6,399
Residential, net	7,050		—		7,050
Total, net of deferred fees and costs	$	40,667	$	3,345	$	44,012

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 three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended June 30, 2017
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial, net	$	—	$	—	$	—	$	—	$	9,874	$	9,874
Residential, net	—		—		—		—		881		881
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	10,755	$	10,755
	Three Months Ended June 30, 2016
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial real estate, net	$	—	$	—	$	—	$	—	$	5,450	$	5,450
Commercial, net	—		—		—		—		3,396		3,396
Residential, net	—		—		—		—		596		596
Consumer & other, net	—		—		—		—		77		77
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	9,519	$	9,519

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	Six Months Ended June 30, 2017
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial, net	$	—	$	—	$	—	$	—	$	12,793	$	12,793
Residential, net	—				—		—		1,134		1,134
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	13,927	$	13,927
(in thousands)	Six Months Ended June 30, 2016
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial real estate, net	$	—	$	—	$	—	$	—	$	5,659	$	5,659
Commercial, net	—		—		—		—		3,396		3,396
Residential, net	—		—		—		—		728		728
Consumer & other, net	—		—		—		—		77		77
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	9,860	$	9,860

For the periods presented in the tables above, the outstanding recorded investment was the same pre and post modification. There were $118,000 in financing receivables modified as troubled debt restructurings within the previous 12 months for which there was a payment default during the six months ended June 30, 2017 and $227,000 for the three and six months ended June 30, 2016. There were none in the three months ended June 30, 2017.

Note 5–Goodwill and Other Intangible Assets

Goodwill totaled $1.8 billion as of June 30, 2017 and December 31, 2016, and represents the excess of the total acquisition price paid over the fair value of the assets acquired, net of the fair values of liabilities assumed. Goodwill is not amortized but is evaluated for impairment on an annual basis at December 31 of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. No events or circumstances since the December 31, 2016 annual impairment test were noted that would indicate it was more likely than not a goodwill impairment exists.

The following table summarizes the changes in the Company's other intangible assets for the year ended December 31, 2016, and the six months ended June 30, 2017.

(in thousands)	Other Intangible Assets
	Gross		Accumulated Amortization			Net
Balance, December 31, 2015	$	113,471	$	(67,963	)	$	45,508
Amortization	—		(8,622		)	(8,622		)
Balance, December 31, 2016	113,471		(76,585		)	36,886
Amortization	—		(3,378		)	(3,378		)
Balance, June 30, 2017	$	113,471	$	(79,963	)	$	33,508

Core deposit intangible asset's values were determined by an analysis of the cost differential between the core deposits inclusive of estimated servicing costs and alternative funding sources for core deposits acquired through acquisitions. The core deposit intangible assets are amortized on an accelerated basis over a period of approximately 10 years.

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The table below presents the forecasted amortization expense for other intangible assets acquired in all mergers:

(in thousands)
Year	Expected Amortization
Remainder of 2017	$	3,378
2018	6,166
2019	5,618
2020	4,986
2021	4,520
Thereafter	8,840
	$	33,508

Note 6– Residential Mortgage Servicing Rights 

The following table presents the changes in the Company's residential mortgage servicing rights ("MSR"), which are carried at fair value, for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Balance, beginning of period	$	142,344		$	117,172		$	142,973		$	131,817
Additions for new MSR capitalized	7,819			8,863			14,860			14,843
Changes in fair value:
Due to changes in model inputs or assumptions(1)	(4,573		)	(6,836		)	(8,179		)	(17,087		)
Other(2)	(3,758		)	(7,104		)	(7,822		)	(17,478		)
Balance, end of period	$	141,832		$	112,095		$	141,832		$	112,095

(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 June 30, 2017 and December 31, 2016 is as follows: 

(dollars in thousands)	June 30, 2017			December 31, 2016
Balance of loans serviced for others	$	14,797,242		$	14,327,368
MSR as a percentage of serviced loans	0.96		%	1.00		%

The amount of contractually specified servicing fees, late fees and ancillary fees earned, recorded in residential mortgage banking revenue, was $9.8 million and $19.7 million for the three and six months ended June 30, 2017, respectively, as compared to $8.6 million and $16.3 million for the three and six months ended June 30, 2016, respectively. 

Key assumptions used in measuring the fair value of the MSR as of June 30, 2017 and December 31, 2016 were as follows: 

	June 30, 2017		December 31, 2016
Constant prepayment rate	13.59	%	11.43	%
Discount rate	9.70	%	9.69	%
Weighted average life (years)	5.6		6.6

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A sensitivity analysis of the current fair value to changes in discount and prepayment speed assumptions as of June 30, 2017 and December 31, 2016 is as follows:

(in thousands)	June 30, 2017			December 31, 2016
Constant prepayment rate
Effect on fair value of a 10% adverse change	$	(6,052	)	$	(6,075	)
Effect on fair value of a 20% adverse change	$	(11,645	)	$	(11,720	)
Discount rate
Effect on fair value of a 100 basis point adverse change	$	(5,001	)	$	(5,817	)
Effect on fair value of a 200 basis point adverse change	$	(9,633	)	$	(11,118	)

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.

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Note 7– Junior Subordinated Debentures 

Following is information about the Company's wholly-owned trusts ("Trusts") as of June 30, 2017:  

(dollars in thousands)		Issued		Carrying			Effective
Trust Name	Issue Date	Amount		Value (1)		Rate (2)	Rate (3)	Maturity Date
AT FAIR VALUE:
Umpqua Statutory Trust II	October 2002	$	20,619	$	15,928	Floating rate, LIBOR plus 3.35%, adjusted quarterly	5.85%	October 2032
Umpqua Statutory Trust III	October 2002	30,928		24,050		Floating rate, LIBOR plus 3.45%, adjusted quarterly	5.96%	November 2032
Umpqua Statutory Trust IV	December 2003	10,310		7,594		Floating rate, LIBOR plus 2.85%, adjusted quarterly	5.44%	January 2034
Umpqua Statutory Trust V	December 2003	10,310		7,541		Floating rate, LIBOR plus 2.85%, adjusted quarterly	5.63%	March 2034
Umpqua Master Trust I	August 2007	41,238		25,451		Floating rate, LIBOR plus 1.35%, adjusted quarterly	4.21%	September 2037
Umpqua Master Trust IB	September 2007	20,619		14,517		Floating rate, LIBOR plus 2.75%, adjusted quarterly	5.68%	December 2037
Sterling Capital Trust III	April 2003	14,433		11,611		Floating rate, LIBOR plus 3.25%, adjusted quarterly	5.49%	April 2033
Sterling Capital Trust IV	May 2003	10,310		8,209		Floating rate, LIBOR plus 3.15%, adjusted quarterly	5.44%	May 2033
Sterling Capital Statutory Trust V	May 2003	20,619		16,434		Floating rate, LIBOR plus 3.25%, adjusted quarterly	5.70%	June 2033
Sterling Capital Trust VI	June 2003	10,310		8,174		Floating rate, LIBOR plus 3.20%, adjusted quarterly	5.61%	September 2033
Sterling Capital Trust VII	June 2006	56,702		36,182		Floating rate, LIBOR plus 1.53%, adjusted quarterly	4.34%	June 2036
Sterling Capital Trust VIII	September 2006	51,547		33,143		Floating rate, LIBOR plus 1.63%, adjusted quarterly	4.47%	December 2036
Sterling Capital Trust IX	July 2007	46,392		28,852		Floating rate, LIBOR plus 1.40%, adjusted quarterly	4.10%	October 2037
Lynnwood Financial Statutory Trust I	March 2003	9,279		7,330		Floating rate, LIBOR plus 3.15%, adjusted quarterly	5.63%	March 2033
Lynnwood Financial Statutory Trust II	June 2005	10,310		6,888		Floating rate, LIBOR plus 1.80%, adjusted quarterly	4.56%	June 2035
Klamath First Capital Trust I	July 2001	15,464		13,519		Floating rate, LIBOR plus 3.75%, adjusted semiannually	5.84%	July 2031
		$	379,390	$	265,423
AT AMORTIZED COST:
HB Capital Trust I	March 2000	$	5,310	$	6,022	10.875%	8.66%	March 2030
Humboldt Bancorp Statutory Trust I	February 2001	5,155		5,683		10.200%	8.57%	February 2031
Humboldt Bancorp Statutory Trust II	December 2001	10,310		11,083		Floating rate, LIBOR plus 3.60%, adjusted quarterly	4.04%	December 2031
Humboldt Bancorp Statutory Trust III	September 2003	27,836		29,888		Floating rate, LIBOR plus 2.95%, adjusted quarterly	3.49%	September 2033
CIB Capital Trust	November 2002	10,310		10,978		Floating rate, LIBOR plus 3.45%, adjusted quarterly	3.95%	November 2032
Western Sierra Statutory Trust I	July 2001	6,186		6,186		Floating rate, LIBOR plus 3.58%, adjusted quarterly	4.75%	July 2031
Western Sierra Statutory Trust II	December 2001	10,310		10,310		Floating rate, LIBOR plus 3.60%, adjusted quarterly	4.87%	December 2031
Western Sierra Statutory Trust III	September 2003	10,310		10,310		Floating rate, LIBOR plus 2.90%, adjusted quarterly	4.06%	September 2033
Western Sierra Statutory Trust IV	September 2003	10,310		10,310		Floating rate, LIBOR plus 2.90%, adjusted quarterly	4.06%	September 2033
		96,037		100,770
	Total	$	475,427	$	366,193

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(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 June 30, 2017. 

The Trusts are reflected as junior subordinated debentures in the Condensed Consolidated Balance Sheets.  The common stock issued by the Trusts is recorded in other assets in the Condensed Consolidated Balance Sheets, and totaled $14.3 million at June 30, 2017 and December 31, 2016. As of June 30, 2017, 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 Financial Corporation ("Sterling"). Refer to Note 14 for discussion of the rationale for election of fair value and the approach used to fair value the selected junior subordinated debentures.

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 was $1.6 million and $3.1 million for the three and six months ended June 30, 2017, respectively, and $1.6 million and $3.1 million for the three and six months ended June 30, 2016, respectively.

Note 8 – Commitments and Contingencies 

Lease Commitments — As of June 30, 2017, the Bank leased 248 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 three and six months ended June 30, 2017 was $9.5 million and $19.2 million, respectively, and for the three and six months ended June 30, 2016 was $9.5 million and $19.2 million, respectively. Rent expense was partially offset by rent income of $494,000 and $1.0 million for the three and six months ended June 30, 2017, respectively, and $502,000 and $1.0 million for the three and six months ended June 30, 2016, respectively.

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)	As of June 30, 2017
Commitments to extend credit	$	4,406,220
Forward sales commitments	$	672,175
Commitments to originate residential mortgage loans held for sale	$	450,644
Standby letters of credit	$	72,888

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 Condensed 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. 

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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 financial guarantees written 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 not required to perform on any financial guarantees during the three and six months ended June 30, 2017 and June 30, 2016. At June 30, 2017, approximately $53.9 million of standby letters of credit expire within one year, and $19.0 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. The Bank recorded approximately $310,000 and $464,000 in fees associated with standby letters of credit during the three and six months ended June 30, 2017, respectively, compared to $262,000 and $372,000 for the three and six months ended June 30, 2016, respectively.  

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 June 30, 2017, the Company had a residential mortgage loan repurchase reserve liability of $1.1 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 June 30, 2017, the Bank has recorded a liability for the loans subject to this repurchase right of $16.3 million, and has recorded these loans as part of the loan portfolio as if we had repurchased these loans.

Legal Proceedings—Umpqua is involved in legal proceedings occurring in the ordinary course of business. Based on information currently available, advice of counsel and available insurance coverage, we believe that the eventual outcome of actions against the Company or its subsidiaries will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition. However, it is possible that the ultimate resolution of a matter, if unfavorable, may be material to our results of operations for any particular period.

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 75% of the Bank's loan and lease portfolio at June 30, 2017 and 76% at December 31, 2016.  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 9– Derivatives 

The Bank may use derivatives to hedge the risk of changes in the fair values of interest rate lock commitments and residential mortgage loans held for sale. 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. 

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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 the three and six months ended June 30, 2017 and 2016.  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 June 30, 2017, the Bank had commitments to originate mortgage loans held for sale totaling $450.6 million and forward sales commitments of $672.2 million, which are used to hedge both on-balance sheet and off-balance sheet exposures. 

The Bank executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.  Those interest rate swaps are simultaneously hedged by offsetting the interest rate swaps that the Bank executes with a third party, such that the Bank minimizes its net risk exposure. As of June 30, 2017, the Bank had 592 interest rate swaps with an aggregate notional amount of $2.7 billion related to this program.  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 June 30, 2017 and December 31, 2016, 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 $4.3 million and $34.9 million, respectively.  The Bank has collateral posting requirements for initial margin with its clearing members and clearing houses and has been required to post collateral against its obligations under these agreements of $34.4 million and $50.3 million as of June 30, 2017 and December 31, 2016, respectively. 

Effective in the first quarter of 2017, the Chicago Mercantile Exchange and London Clearing House amended their respective rulebooksto legally characterize variation margin payments, for derivative contracts that are referred to as settled-to-market (STM), as settlements of the derivative’s mark-to-market exposure and not collateral. Based on these changes, Umpqua has treated the variation margin as a settlement, which has resulted in a decrease in our cash collateral, and a corresponding decrease in our derivative asset and liability. As of June 30, 2017, the variation margin was $32.6 million. The change was applied prospectively so prior period balances have not been adjusted.

The Bank incorporates credit valuation adjustments ("CVA") to appropriately reflect nonperformance risk in the fair value measurement of its derivatives. As of June 30, 2017 and December 31, 2016, the net CVA decreased the settlement values of the Bank's net derivative assets by $1.7 million and $241,000, respectively.

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 table summarizes the types of derivatives, separately by assets and liabilities, and the fair values of such derivatives as of June 30, 2017 and December 31, 2016:  

(in thousands)	Asset Derivatives				Liability Derivatives
Derivatives not designated	June 30,		December 31,		June 30,		December 31,
as hedging instrument	2017		2016		2017		2016
Interest rate lock commitments	$	4,746	$	4,076	$	—	$	—
Interest rate forward sales commitments	1,792		8,054		913		1,318
Interest rate swaps	35,280		34,701		4,348		34,871
Foreign currency derivatives	210		670		399		874
Total	$	42,028	$	47,501	$	5,660	$	37,063

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The following table summarizes the types of derivatives and the gains (losses) recorded during the three and six months ended June 30, 2017 and 2016:  

(in thousands)	Three Months Ended						Six Months Ended
Derivatives not designated	June 30,						June 30,
as hedging instrument	2017			2016			2017			2016
Interest rate lock commitments	$	(1,549	)	$	2,774		$	670		$	7,398
Interest rate forward sales commitments	(3,872		)	(9,923		)	(6,605		)	(21,020		)
Interest rate swaps	(756		)	(1,493		)	(1,483		)	(3,286		)
Foreign currency derivatives	356			332			765			593
Total	$	(5,821	)	$	(8,310	)	$	(6,653	)	$	(16,315	)

The gains and losses on the Company's mortgage banking derivatives are included in mortgage banking revenue. The gains and losses on the Company's interest rate swaps and foreign currency derivatives are included in other income.

The following table summarizes the derivatives that have a right of offset as of June 30, 2017 and December 31, 2016:

(in thousands)							Gross Amounts Not Offset in the Statement of Financial Position
	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		Financial Instruments			Collateral Posted			Net Amount
June 30, 2017
Derivative Assets
Interest rate swaps	$	35,280	$	—	$	35,280	$	(4,348	)	$	—		$	30,932
Foreign currency derivatives	210		—		210		—			—			210
Derivative Liabilities
Interest rate swaps	$	4,348	$	—	$	4,348	$	(4,348	)	$	—		$	—
Foreign currency derivatives	399		—		399		—			—			399
December 31, 2016
Derivative Assets
Interest rate swaps	$	34,701	$	—	$	34,701	$	(11,225	)	$	—		$	23,476
Foreign currency derivatives	670		—		670		—			—			670
Derivative Liabilities
Interest rate swaps	$	34,871	$	—	$	34,871	$	(11,225	)	$	(23,646	)	$	—
Foreign currency derivatives	874		—		874		—			—			874

The above table represents the impact of the changes to the derivative clearing rules that treat the variation margin as a settlement.

Note 10– Shareholders' Equity and Stock Compensation

The Company has a share repurchase plan, which allows the Company to repurchase shares from time to time subject to a maximum number of shares over the life of the plan. In May 2017, the Company repurchased 225,000 shares for a total of $3.9 million.

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Stock-Based Compensation 

The compensation cost related to stock options, restricted stock and restricted stock units in Company stock granted to employees and included in salaries and employee benefits was $1.2 million and $3.7 million, respectively, for the three and six months ended June 30, 2017, as compared to $1.6 million and $4.7 million, respectively, for the three and six months ended June 30, 2016. The total income tax benefit recognized related to stock-based compensation was $464,000 and $1.4 million, respectively, for the three and six months ended June 30, 2017, as compared to $638,000 and $1.8 million, respectively, for the three and six months ended June 30, 2016. 

The following table summarizes information about stock option activity for the six months endedJune 30, 2017: 

(in thousands, except per share data)	Six Months Ended June 30, 2017
					Weighted-Avg
	Options		Weighted-Avg		Remaining Contractual	Aggregate
	Outstanding		Exercise Price		Term (Years)	Intrinsic Value
Balance, beginning of period	219		$	15.74
Granted/assumed	—		$	—
Exercised	(34	)	$	13.60
Forfeited/expired	(50	)	$	26.12
Balance, end of period	135		$	12.42	2.96	$	800
Options exercisable, end of period	131		$	12.43	2.88	$	774

The total intrinsic value (which is the amount by which the stock price exceeded the exercise price on the date of exercise) of options exercised during the three and six months ended June 30, 2017 was $29,000 and $141,000, respectively, as compared to the three and six months ended June 30, 2016 of $46,000 and $178,000, respectively.

During the three and six months ended June 30, 2017, the amount of cash received from the exercise of stock options was $233,000 and $269,000, respectively, as compared to the three and six months ended June 30, 2016 of $34,000 and $67,000, respectively. Total consideration was $233,000 and $463,000, respectively, for the three and six months ended June 30, 2017 as compared to the three and six months ended June 30, 2016 of $142,000 and $778,000, respectively.

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 six months endedJune 30, 2017:  

(in thousands, except per share data)	Six Months Ended June 30, 2017
	Restricted		Weighted
	Shares		Average Grant
	Outstanding		Date Fair Value
Balance, beginning of period	1,096		$	15.61
Granted	601		$	18.16
Vested/released	(286	)	$	16.21
Forfeited/expired	(78	)	$	16.67
Balance, end of period	1,333		$	16.57

The total fair value of restricted shares vested and released during the three and six months ended June 30, 2017 was $632,000 and $5.2 million, respectively, as compared to the three and six months ended June 30, 2016 of $6.9 million and $11.3 million, respectively. 

The Company granted restricted stock units in connection with the acquisition of Sterling as replacement awards. 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.

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The following table summarizes information about nonvested restricted stock unit activity for the six months endedJune 30, 2017: 

(in thousands, except per share data)	Six Months Ended June 30, 2017
	Restricted		Weighted
	Stock Units		Average Grant
	Outstanding		Date Fair Value
Balance, beginning of period	78		$	18.58
Assumed	—		$	—
Released	(46	)	$	18.58
Forfeited/expired	(4	)	$	18.58
Balance, end of period	28		$	18.58

The total fair value of restricted stock units vested and released during the three and six months ended June 30, 2017 was $770,000 and $811,000, respectively, as compared to the three and six months ended June 30, 2016 of $1.8 million and $2.1 million, respectively. 

As of June 30, 2017, there was $7,000 of total unrecognized compensation cost related to nonvested stock options which is expected to be recognized over a weighted-average period of 0.47 years.  As of June 30, 2017, there was $12.7 million of total unrecognized compensation cost related to nonvested restricted stock awards which is expected to be recognized over a weighted-average period of 1.80 years, assuming expected performance conditions are met for certain awards. As of June 30, 2017, there was $771,000 of total unrecognized compensation cost related to nonvested restricted stock units which is expected to be recognized over a weighted-average period of 0.65 years. 

For the three and six months ended June 30, 2017, the Company received income tax benefits of $554,000 and $2.4 million, respectively, as compared to the three and six months ended June 30, 2016 of $3.4 million and $5.3 million, respectively, related to the exercise of non-qualified employee stock options, disqualifying dispositions on the exercise of incentive stock options, the vesting of restricted shares and the vesting of restricted stock units. The tax deficiency or benefit is recorded as income tax expense or benefit in the period the shares are vested.

Note 11– Income Taxes 

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, as well as in the majority of states and in Canada. As of June 30, 2017, the Company has a net deferred tax liability of $34.3 million, which includes $15.6 million of net operating loss ("NOL") carry-forwards. The Company believes it is more likely than not that it will be able to fully realize the benefit of its 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 against the deferred tax assets relating to these NOL and tax credit carry-forwards. 

The Company had gross unrecognized tax benefits of $3.1 million as of June 30, 2017.  If recognized, the unrecognized tax benefit would reduce the 2017 annual effective tax rate by 0.6%.  During the three and six months ended June 30, 2017, the Company accrued $21,000 and $27,000, respectively, of interest relating to its liability for unrecognized tax benefits.  Interest on unrecognized tax benefits is reported by the Company as a component of tax expense.  As of June 30, 2017, the accrued interest related to unrecognized tax benefits was $381,000.

Note 12– Earnings Per Common Share

Nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of earnings per share 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 earnings is allocated between the common stock and participating securities pursuant to the two-class method.  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. 

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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, restricted stock awards and restricted stock units are the only 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. 

The following is a computation of basic and diluted earnings per common share for the three and six months ended June 30, 2017 and 2016: 

(in thousands, except per share data)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
NUMERATORS:
Net income	$	56,812	$	54,287	$	102,815	$	101,856
Less:
Dividends and undistributed earnings allocated to participating securities (1)	14		32		26		61
Net earnings available to common shareholders	$	56,798	$	54,255	$	102,789	$	101,795
DENOMINATORS:
Weighted average number of common shares outstanding - basic	220,310		220,421		220,298		220,324
Effect of potentially dilutive common shares (2)	443		486		492		677
Weighted average number of common shares outstanding - diluted	220,753		220,907		220,790		221,001
EARNINGS PER COMMON SHARE:
Basic	$	0.26	$	0.25	$	0.47	$	0.46
Diluted	$	0.26	$	0.25	$	0.47	$	0.46

(1) Represents dividends paid and undistributed earnings allocated to certain 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 three and six months ended June 30, 2017 and 2016. 

(in thousands)	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2017	2016	2017	2016
Stock options	—	50	18	107
Restricted stock	—	1	—	—

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Note 13– Segment Information 

In the first quarter of 2017, the Company realigned its operating segments based on changes in its internal reporting structure to align with the change in the Company's Chief Operating Decision Maker. The Company now reports four primary segments: Commercial Bank, Wealth Management, Retail Bank, and Home Lending with the remainder as Corporate and other. The prior periods have been restated to reflect current presentation of segments.

The Commercial Bank segment includes lending, treasury and cash management services and customer risk management products to small businesses, middle market and larger commercial customers and includes the operations of Financial Pacific Leasing Inc., a commercial leasing company. The Wealth Management segment consists of the operations of Umpqua Investments, which offers a full range of retail brokerage and investment advisory services and products to its clients who consist primarily of individual investors, and Umpqua Private Bank, which serves high net worth individuals with liquid investable assets and provides customized financial solutions and offerings. The Retail Bank segment includes retail lending and deposit services for customers served through the Bank's store network. The Home Lending segment originates, sells and services residential mortgage loans. The Corporate and other segment includes activities that are not directly attributable to one of the four principal lines of business and includes the operations of Pivotus Ventures, Inc. and the parent company, eliminations and the economic impact of certain assets, capital and support functions not specifically identifiable within the other lines of business.

Management monitors the Company's results using an internal performance measurement accounting system, which provides line of business results and key performance measures. A primary objective of this profitability measurement system and related internal financial reporting practices are designed to produce consistent results that reflect the underlying economics of the businesses, and to support strategic objectives and analysis based on how management views the business. Various methodologies employed within this system to measure performance are based on management's judgment or other subjective factors. Consequently, the information presented is not necessarily comparable with similar information for other financial institutions.

This system uses various techniques to assign balance sheet and income statement amounts to the business segments, including internal funds transfer pricing, allocations of income, expense, the provision for credit losses, and capital.  The application and development of these management reporting methodologies is a dynamic process and is subject to periodic enhancements. As these enhancements are made, financial results presented by each reportable segment may be periodically revised retrospectively, if material.

Funds transfer pricing is used in the determination of net interest income reported by assigning a cost for funds used or credit for funds provided to all assets and liabilities within each business segment. In general, assets and liabilities are match-funded based on their maturity or repricing characteristics, adjusted for estimated prepayments if applicable. The value of funds provided or cost of funds used by the business segments is priced at rates that approximate wholesale market rates of the Company for funds with similar duration and re-pricing characteristics. Market rates are generally based on LIBOR or interest rate swap rates, plus consideration of the Company’s incremental credit spread/cost of borrowing. As a result, the business segments are generally insulated from changes in interest rates. This method of funds transfer pricing also serves to transfer interest rate risk to Treasury, which is contained within the Corporate & Other segment. However, the business segments have some latitude to retain certain interest rate exposures related to customer pricing decisions that are within overall Corporate guidelines.

Noninterest income and expenses directly attributable to a business segment are directly recorded within that business unit. To better analyze the total financial performance of each business unit and to consider the total cost to support a segment, management allocates centrally provided support services and other corporate overhead to the business segments based on various methodologies. Examples of these type of expense overhead pools include information technology, operations, human resources, finance, risk management, credit administration, legal, and marketing. Expense allocations are based on actual usage where practicably calculated or by management’s estimate of such usage. Example of typical expense allocation drivers include number of employees, loan or deposits average balances or counts, origination or transaction volumes, credit quality related indicators, noninterest expense, or other identified drivers.

The provision for loan and lease losses is based on the methodology consistent with our process to estimate our consolidated allowance.  The provision for credit losses incorporates the actual net charge-offs recognized related to loans contained within each business segment.  The residual provision for credit losses to arrive at the consolidated provision for credit losses is included in Corporate and Other.

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The provision for income taxes is allocated to business segments using a 37% effective tax rate. The residual income tax expense or benefit arising from tax planning strategies or other tax attributes to arrive at the consolidated effective tax rate is retained in Corporate and Other.

Summarized financial information concerning the Company's reportable segments and the reconciliation to the consolidated financial results is shown in the following tables: 

(in thousands)	Three Months Ended June 30, 2017
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Net interest income	$	106,307	$	5,402	$	69,464	$	9,234	$	21,671		$	212,078
Provision (recapture) for loan and lease losses	7,784		175		2,852		260		(414		)	10,657
Non-interest income	14,986		4,479		15,670		34,637		1,347			71,119
Non-interest expense	53,112		8,732		72,084		40,542		9,551			184,021
Income before income taxes	60,397		974		10,198		3,069		13,881			88,519
Provision for income taxes	22,347		360		3,773		1,136		4,091			31,707
Net income	$	38,050	$	614	$	6,425	$	1,933	$	9,790		$	56,812
(in thousands)	Six Months Ended June 30, 2017
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Net interest income	$	210,062	$	10,642	$	135,953	$	19,270	$	42,876		$	418,803
Provision for loan and lease losses	16,893		375		4,668		287		106			22,329
Non-interest income	27,460		9,227		30,501		61,517		2,639			131,344
Non-interest expense	106,525		17,205		143,778		79,696		19,531			366,735
Income before income taxes	114,104		2,289		18,008		804		25,878			161,083
Provision for income taxes	42,218		847		6,663		297		8,243			58,268
Net income	$	71,886	$	1,442	$	11,345	$	507	$	17,635		$	102,815

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(in thousands)	Three Months Ended June 30, 2016
	Commercial Bank		Wealth Management		Retail Bank		Home Lending			Corporate & Other		Consolidated
Net interest income	$	104,206	$	5,214	$	61,222	$	10,325		$	28,231	$	209,198
Provision (recapture) for loan and lease losses	9,460		74		1,432		(963		)	586		10,589
Non-interest income	11,148		5,158		15,919		40,945			1,489		74,659
Non-interest expense	49,664		9,328		72,988		43,160			13,371		188,511
Income before income taxes	56,230		970		2,721		9,073			15,763		84,757
Provision for income taxes	20,805		359		1,007		3,357			4,942		30,470
Net income	$	35,425	$	611	$	1,714	$	5,716		$	10,821	$	54,287
	Six Months Ended June 30, 2016
	Commercial Bank		Wealth Management		Retail Bank		Home Lending			Corporate & Other		Consolidated
Net interest income	$	208,005	$	10,568	$	123,600	$	19,192		$	65,535	$	426,900
Provision (recapture) for loan and lease losses	12,776		368		3,578		(2,498		)	1,188		15,412
Non-interest income	20,270		9,719		30,631		56,688			3,302		120,610
Non-interest expense	100,027		18,682		146,503		81,483			25,805		372,500
Income (loss) before income taxes	115,472		1,237		4,150		(3,105		)	41,844		159,598
Provision (benefit) for income taxes	42,725		458		1,536		(1,149		)	14,172		57,742
Net income (loss)	$	72,747	$	779	$	2,614	$	(1,956	)	$	27,672	$	101,856

(in thousands)	June 30, 2017
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Total assets	$	13,362,082	$	437,709	$	2,012,254	$	3,411,380	$	6,034,359		$	25,257,784
Total loans and leases	$	13,179,056	$	424,442	$	1,942,451	$	2,795,809	$	(20,616	)	$	18,321,142
Total deposits	$	3,358,218	$	980,497	$	12,402,937	$	258,697	$	2,459,601		$	19,459,950

(in thousands)	December 31, 2016
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Total assets	$	12,829,249	$	437,058	$	1,893,433	$	3,243,600	$	6,409,779		$	24,813,119
Total loans and leases	$	12,640,383	$	415,737	$	1,806,554	$	2,685,181	$	(39,192	)	$	17,508,663
Total deposits	$	3,288,837	$	1,011,454	$	12,032,906	$	229,358	$	2,458,430		$	19,020,985

39

Note 14– Fair Value Measurement 

The following table presents estimated fair values of the Company's financial instruments as of June 30, 2017 and December 31, 2016, whether or not recognized or recorded at fair value in the Condensed Consolidated Balance Sheets:  

(in thousands)		June 30, 2017				December 31, 2016
		Carrying		Fair		Carrying		Fair
	Level	Value		Value		Value		Value
FINANCIAL ASSETS:
Cash and cash equivalents	1	$	615,964	$	615,964	$	1,449,432	$	1,449,432
Trading securities	1,2	11,467		11,467		10,964		10,964
Investment securities available for sale	2	3,132,566		3,132,566		2,701,220		2,701,220
Investment securities held to maturity	3	4,017		5,071		4,216		5,217
Loans held for sale	2	451,350		451,350		387,318		387,318
Loans and leases, net	3	18,184,275		18,166,230		17,374,679		17,385,156
Restricted equity securities	1	45,511		45,511		45,528		45,528
Residential mortgage servicing rights	3	141,832		141,832		142,973		142,973
Bank owned life insurance assets	1	303,894		303,894		299,673		299,673
Derivatives	2,3	42,028		42,028		47,501		47,501
Visa Class B common stock	3	—		71,046		—		59,107
FINANCIAL LIABILITIES:
Deposits	1,2	$	19,459,950	$	19,456,321	$	19,020,985	$	19,016,330
Securities sold under agreements to repurchase	2	330,189		330,189		352,948		352,948
Term debt	2	852,219		847,076		852,397		844,377
Junior subordinated debentures, at fair value	3	265,423		265,423		262,209		262,209
Junior subordinated debentures, at amortized cost	3	100,770		78,586		100,931		77,640
Derivatives	2	5,660		5,660		37,063		37,063

40

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 June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
Description	Total		Level 1		Level 2		Level 3
FINANCIAL ASSETS:
Trading securities
Obligations of states and political subdivisions	$	57	$	—	$	57	$	—
Equity securities	11,410		11,410		—		—
Investment securities available for sale
Obligations of states and political subdivisions	298,560		—		298,560		—
Residential mortgage-backed securities and collateralized mortgage obligations	2,832,025		—		2,832,025		—
Investments in mutual funds and other equity securities	1,981		—		1,981		—
Loans held for sale, at fair value	451,350		—		451,350		—
Residential mortgage servicing rights, at fair value	141,832		—		—		141,832
Derivatives
Interest rate lock commitments	4,746		—		—		4,746
Interest rate forward sales commitments	1,792		—		1,792		—
Interest rate swaps	35,280		—		35,280		—
Foreign currency derivative	210		—		210		—
Total assets measured at fair value	$	3,779,243	$	11,410	$	3,621,255	$	146,578
FINANCIAL LIABILITIES:
Junior subordinated debentures, at fair value	$	265,423	$	—	$	—	$	265,423
Derivatives
Interest rate forward sales commitments	913		—		913		—
Interest rate swaps	4,348		—		4,348		—
Foreign currency derivative	399		—		399		—
Total liabilities measured at fair value	$	271,083	$	—	$	5,660	$	265,423

41

(in thousands)	December 31, 2016
Description	Total		Level 1		Level 2		Level 3
FINANCIAL ASSETS:
Trading securities
Obligations of states and political subdivisions	$	662	$	—	$	662	$	—
Equity securities	10,302		10,302		—		—
Investment securities available for sale
Obligations of states and political subdivisions	307,697		—		307,697		—
Residential mortgage-backed securities and collateralized mortgage obligations	2,391,553		—		2,391,553		—
Investments in mutual funds and other equity securities	1,970		—		1,970		—
Loans held for sale, at fair value	387,318		—		387,318		—
Residential mortgage servicing rights, at fair value	142,973		—		—		142,973
Derivatives
Interest rate lock commitments	4,076		—		—		4,076
Interest rate forward sales commitments	8,054		—		8,054		—
Interest rate swaps	34,701		—		34,701		—
Foreign currency derivative	670		—		670		—
Total assets measured at fair value	$	3,289,976	$	10,302	$	3,132,625	$	147,049
FINANCIAL LIABILITIES:
Junior subordinated debentures, at fair value	$	262,209	$	—	$	—	$	262,209
Derivatives
Interest rate forward sales commitments	1,318		—		1,318		—
Interest rate swaps	34,871		—		34,871		—
Foreign currency derivative	874		—		874		—
Total liabilities measured at fair value	$	299,272	$	—	$	37,063	$	262,209

The following methods were used to estimate the fair value of each class of financial instrument in the tables above: 

Cash and Cash Equivalents— For short-term instruments, including noninterest bearing cash 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. 

42

Residential Mortgage Servicing Rights— The fair value of mortgage servicing rights 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 Assets— Fair values of insurance policies owned are based on the insurance contract's cash surrender value. 

Visa Inc. 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 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 June 30, 2017, 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.   

43

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 inputs, 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 June 30, 2017: 

Financial Instrument	Valuation Technique	Unobservable Input	Weighted Average
Residential mortgage servicing rights	Discounted cash flow
		Constant Prepayment Rate	13.59%
		Discount Rate	9.70%
Interest rate lock commitment	Internal Pricing Model
		Pull-through rate	87.30%
Junior subordinated debentures	Discounted cash flow
		Credit Spread	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 June 30, 2017, 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).

44

The following tables provide a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three and six months ended June 30, 2017 and 2016: 

(in thousands)
Three Months Ended June 30,	Beginning Balance		Change included in earnings			Purchases and issuances		Sales and settlements			Ending Balance		Net change in unrealized gains or (losses) relating to items held at end of period
2017
Residential mortgage servicing rights	$	142,344	$	(8,331	)	$	7,819	$	—		$	141,832	$	(4,268	)
Interest rate lock commitment, net	6,294		580			11,315		(13,443		)	4,746		4,746
Junior subordinated debentures, at fair value	263,605		4,872			—		(3,054		)	265,423		4,872
2016
Residential mortgage servicing rights	$	117,172	$	(13,940	)	$	8,863	$	—		$	112,095	$	(12,134	)
Interest rate lock commitment, net	8,255		1,677			16,319		(15,223		)	11,028		11,028
Junior subordinated debentures, at fair value	256,917		4,380			—		(2,637		)	258,660		4,380

(in thousands)
Six Months Ended June 30,	Beginning Balance		Change included in earnings			Purchases and issuances		Sales and settlements			Ending Balance		Net change in unrealized gains or (losses) relating to items held at end of period
2017
Residential mortgage servicing rights	$	142,973	$	(16,001	)	$	14,860	$	—		$	141,832	$	(8,224	)
Interest rate lock commitment, net	4,076		1,377			21,964		(22,671		)	4,746		4,746
Junior subordinated debentures, at fair value	262,209		9,552			—		(6,338		)	265,423		9,552
2016
Residential mortgage servicing rights	$	131,817	$	(34,565	)	$	14,843	$	—		$	112,095	$	(31,961	)
Interest rate lock commitment, net	3,631		3,721			31,282		(27,606		)	11,028		11,028
Junior subordinated debentures, at fair value	255,457		8,674			—		(5,471		)	258,660		8,674

Changes in residential mortgage servicing rights 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 in 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, typically on collateral dependent loans. 

45

Fair Value of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The following tables present 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)	June 30, 2017
	Total		Level 1		Level 2		Level 3
Loans and leases	$	39,448	$	—	$	—	$	39,448
Other real estate owned	86		—		—		86
	$	39,534	$	—	$	—	$	39,534

(in thousands)	December 31, 2016
	Total		Level 1		Level 2		Level 3
Loans and leases	$	25,753	$	—	$	—	$	25,753
Other real estate owned	2,612		—		—		2,612
	$	28,365	$	—	$	—	$	28,365

The following table presents the losses resulting from nonrecurring fair value adjustments for the three and six months ended June 30, 2017 and 2016:  

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Loans and leases	$	11,914	$	7,091	$	23,156	$	13,170
Other real estate owned	40		39		107		1,462
Total loss from nonrecurring measurements	$	11,954	$	7,130	$	23,263	$	14,632

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 amounts above represent 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. 

46

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 June 30, 2017 and December 31, 2016:

(in thousands)

June 30, 2017

December 31, 2016

Fair Value

Fair Value

Aggregate

Less Aggregate

Aggregate

Less Aggregate

Unpaid

Unpaid

Unpaid

Unpaid

Fair

Principal

Principal

Fair

Principal

Principal

Value

Balance

Balance

Value

Balance

Balance

Loans held for sale

$

451,350

$

435,931

$

15,419

$

387,318

$

378,974

$

8,344

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 Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2017, the Company recorded a net increase in fair value of $2.2 million and $7.1 million, respectively. For the three and six months ended June 30, 2016, the Company recorded a net increase in fair value of $8.9 million and $13.8 million, respectively.

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.

47

Item 2.         Management's Discussion and Analysis of Financial Condition and Results of Operations 

Forward-Looking Statements 

This Report contains certain 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 "anticipates," "expects," "believes," "estimates," "intends" and "forecast," and words or phrases of similar meaning. We make forward-looking statements regarding projected sources of funds; our securities portfolio; loan sales; availability of acquisition and growth opportunities; adequacy of our allowance for loan and lease losses and reserve for unfunded commitments; provision for loan and lease losses; impaired loans and future losses; performance of troubled debt restructurings; our commercial real estate portfolio, its collectability and subsequent charge-offs; resolution of non-accrual loans; litigation; Pivotus Ventures, Inc.; junior subordinated debentures; and the effect of accounting pronouncements. 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 include those set forth in our filings with the Securities and Exchange Commission (the "SEC") and the following factors that might cause actual results to differ materially from those presented: 

• our ability to attract new deposits and loans and leases; 

• demand for financial services in our market areas; 

• competitive market pricing factors; 

• our ability to effectively develop and implement new technology;

• deterioration in economic conditions that could result in increased loan and lease losses; 

• risks associated with concentrations in real estate related loans; 

• market interest rate volatility; 

• 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;

• our ability to recruit and retain key management and staff; 

• availability of, and competition for, acquisition opportunities; 

• risks associated with merger and acquisition integration; 

• significant decline in the market value of the Company that could result in an impairment of goodwill; 

• our ability to raise capital or incur debt on reasonable terms; 

• 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 and other legislation and regulations on the Company's business operations, including our compliance costs, interest expense, and revenue;

• the impact of Basel III capital rules issued by federal banking regulators; and

• competition, including from financial technology companies.

There are many factors that could cause actual results to differ materially from those contemplated by these forward-looking statements. Forward-looking statements are made as of the date of this Form 10-Q. We do not intend to update these forward-looking statements. Readers should consider any forward-looking statements in light of this explanation, and we caution readers about relying on forward-looking statements.

48

General 

Umpqua Holdings Corporation, an Oregon corporation, is a financial holding company with two principal operating subsidiaries, Umpqua Bank and Umpqua Investments, Inc.   

With headquarters located in Roseburg, Oregon, the 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 wide 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, options, retirement planning, advisory account services, goals based planning, insurance and annuities.

In 2015, we formed Pivotus Ventures, Inc. as a subsidiary of Umpqua Holdings Corporation. Pivotus uses 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' 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 periodic examinations by these regulatory agencies.  

Executive Overview 

Significant items for the three and six months ended June 30, 2017 were as follows: 

Financial Performance

• Net earnings available to common shareholders per diluted common share were $0.26 and $0.47 for the three and six months ended June 30, 2017, respectively, compared to $0.25 and $0.46 for the three and six months ended June 30, 2016, respectively.  

• Net interest margin, on a tax equivalent basis, was 3.91% and 3.89% for the three and six months ended June 30, 2017, respectively, as compared to 4.07% and 4.21% for the three and six months ended June 30, 2016, respectively.  The decrease in net interest margin for the three and six months ended June 30, 2017, compared to the same periods in the prior year, reflects lower average yields on the loan and lease portfolio, loans held for sale, and taxable investments, as well as an increase in the cost of interest-bearing liabilities.

• Residential mortgage banking revenue was $33.9 million and $60.7 million for the three and six months ended June 30, 2017, respectively, as compared to $36.8 million and $52.2 million for the three and six months ended June 30, 2016, respectively.  The decrease for the three month period was primarily driven by a decline in mortgage originations, along with a lower gain on sale margin, which decreased to 3.53% for the three months ended June 30, 2017, compared to 4.02% in the same period of the prior year. This decrease was partially offset by a lower negative fair value adjustment of $8.3 million for the three months ended June 30, 2017, as compared to the negative fair value adjustment of $13.9 million for the three months ended June 30, 2016. The increase for the six month period was primarily driven by a lower negative fair value adjustment of $16.0 million on the MSR asset relative to the negative fair value adjustment of $34.6 million for the six months ended June 30, 2016. This was offset by a decrease in the gain on sale margin to 3.41% for the six months ended June 30, 2017, compared to 3.89% in the same period of the prior year.

• Total gross loans and leases were $18.3 billion as of June 30, 2017, an increase of $812.5 million, as compared to December 31, 2016.  The increase was due to balanced growth in the Company's commercial term, multifamily, leases and equipment finance, mortgage and consumer portfolios.

49

• Total deposits were $19.5 billion as of June 30, 2017, an increase of $439.0 million, compared to December 31, 2016.  This increase was primarily attributable to growth in demand, savings, and time deposits.

• Total consolidated assets were $25.3 billion as of June 30, 2017, compared to $24.8 billion at December 31, 2016.  

Credit Quality

• Non-performing assets decreased to $58.6 million, or 0.23% of total assets, as of June 30, 2017, as compared to $62.9 million, or 0.25% of total assets, as of December 31, 2016.  Non-performing loans were $53.8 million, or 0.29% of total loans, as of June 30, 2017, as compared to $56.1 million, or 0.32% of total loans, as of December 31, 2016. 

• The provision for loan and lease losses was $10.7 million and $22.3 million for the three and six months ended June 30, 2017, respectively, as compared to the $10.6 million and $15.4 million, respectively, recognized for the three and six months ended June 30, 2016. The increase for the three and six months ended June 30, 2017, compared to the same periods of the prior year was primarily attributable to strong growth in the loan portfolio, as well as an increase in net charge-offs. Net charge-offs were $10.1 million and $19.4 million for the three and six months ended June 30, 2017, both 0.22% of average loans and leases (annualized), as compared to net charge-offs of $9.8 million and $14.7 million, or 0.23% and 0.17% of average loans and leases (annualized), respectively, for the three and six months ended June 30, 2016.

Capital and Growth Initiatives

• The Company's total risk based capital was 14.3% and its Tier 1 common to risk weighted assets ratio was 11.2% as of June 30, 2017. As of December 31, 2016, the Company's total risk based capital ratio was 14.7% and its Tier 1 common to risk weighted assets ratio was 11.5%.

• Cash dividends declared in the second quarter of 2017 were $0.16 per common share, consistent with the comparable period of the prior year.

• For the three months ended June 30, 2017, the Company repurchased 225,000 shares of common stock for $3.9 million.

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Summary of Critical Accounting Policies 

Our significant accounting policies are described in Note 1 to the Consolidated Financial Statementsfor the year ended December 31, 2016 included in the Form 10-K filed with the SEC on February 23, 2017. 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 June 30, 2017, there was no unallocated allowance amount.

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.  

Management believes that the ALLL was adequate as of June 30, 2017. 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.  

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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. 

The Company performed its annual goodwill impairment analysis 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, and determined no factors indicated an impairment.

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.

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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 

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 is working through their process to implement this new standard. The Company has reviewed 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 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 has completed implementation of a new leasing software 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.

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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 begun the next steps of the process by evaluating the data elements, and modeling options, that are expected to be critical to the new process. An estimate of the impact of this standard has not yet been determined, however, the impact is expected to be significant.

In February 2017, the FASB issued ASU No. 2017-05, Other Income —Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. The amendment clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in substance nonfinancial asset. The amendments also define the term in substance nonfinancial asset. The amendments clarify that nonfinancial assets within the scope of Subtopic 610-20 may include nonfinancial assets transferred within a legal entity to a counterparty. A contract that includes the transfer of ownership interests in one or more consolidated subsidiaries is within the scope of Subtopic 610-20 if substantially all of the fair value of the assets that are promised to the counterparty in a contract is concentrated in nonfinancial assets. The amendments clarify that an entity should identify each distinct nonfinancial asset or in substance nonfinancial asset promised to a counterparty and derecognize each asset when a counterparty obtains control of it. The amendment is effective at the same time as the Topic 606, Revenue from Contracts with Customers. For public entities, the amendments are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements.

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Results of Operations

Overview

For the three and six months ended June 30, 2017, net earnings available to common shareholders were $56.8 million, or $0.26 per diluted common share and $102.8 million, or $0.47 per diluted common share, respectively, as compared to net earnings available to common shareholders of $54.3 million, or $0.25 per diluted common share and $101.8 million, or $0.46 per diluted common share, for the three and six months ended June 30, 2016, respectively. The increase in net earnings for the three months ended June 30, 2017 compared to the same period of the prior year was principally attributable to growth in interest-earning assets, specifically within the loan and lease portfolio and taxable investment securities, and a decrease in non-interest expense. The increase for the six months ended June 30, 2017 compared to the same period of the prior year was principally attributable to an increase in non-interest income, related to residential mortgage banking revenue and a decrease in non-interest expense, related to decreases in merger related expenses. In addition, the increase was partially offset by a decrease in net interest income, primarily attributable to lower average yields on interest-earning assets, specifically within the loan and lease portfolio and the loans held for sale portfolio, and an increase in the provision for loan and lease losses.

The following table presents the return on average assets, average common shareholders' equity and average tangible common shareholders' equity for the three and six months ended June 30, 2017 and 2016. For each of the periods presented, the table includes the calculated ratios based on reported net earnings available to common shareholders. 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 is beneficial to also consider the return on average tangible common shareholders' equity. The return on average tangible common shareholders' equity is calculated by dividing net 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 

(dollars in thousands)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Return on average assets	0.92		%	0.91		%	0.84		%	0.87		%
Return on average common shareholders' equity	5.76		%	5.61		%	5.25		%	5.27		%
Return on average tangible common shareholders' equity	10.67		%	10.59		%	9.76		%	9.97		%
Calculation of average common tangible shareholders' equity:
Average common shareholders' equity	$	3,956,777		$	3,889,593		$	3,946,615		$	3,884,067
Less: average goodwill and other intangible assets, net	(1,822,032		)	(1,829,407		)	(1,822,910		)	(1,830,726		)
Average tangible common shareholders' equity	$	2,134,745		$	2,060,186		$	2,123,705		$	2,053,341

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. 

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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 June 30, 2017 and December 31, 2016: 

Reconciliations of Total Shareholders' Equity to Tangible Common Shareholders' Equity and Total Assets to Tangible Assets 

(dollars in thousands)	June 30,			December 31,
	2017			2016
Total shareholders' equity	$	3,958,845		$	3,916,795
Subtract:
Goodwill	1,787,651			1,787,651
Other intangible assets, net	33,508			36,886
Tangible common shareholders' equity	$	2,137,686		$	2,092,258
Total assets	$	25,257,784		$	24,813,119
Subtract:
Goodwill	1,787,651			1,787,651
Other intangible assets, net	33,508			36,886
Tangible assets	$	23,436,625		$	22,988,582
Tangible common equity ratio	9.12		%	9.10		%

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not reviewed or audited.  Although we believe these non-GAAP financial measures 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 income. Net interest income for the three and six months ended June 30, 2017 was $212.1 million and $418.8 million, respectively, an increase of $2.9 million and a decrease of $8.1 million, respectively, compared to the same periods in 2016. The increase in net interest income for the three months ended June 30, 2017 as compared to the same period in 2016, is driven by growth in interest-earning assets, specifically the loan and lease portfolio and taxable investment securities. The increase was partially offset by lower average yields on interest-earning assets, specifically within the loan and lease portfolio, as well as an increase in the average cost of funds. The decrease in net interest income for the six months ended June 30, 2017 as compared to the same period in 2016, is primarily attributable to lower average yields on interest-earning assets, specifically within the loan and lease portfolio due to the credit discount accretion decline year over year. The decrease was partially offset by growth in average interest-earning assets with increases in loans and leases and taxable securities. The decrease 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 high rate paid, as well as an increase in the interest expense on junior subordinated debentures.

The net interest margin (net interest income as a percentage of average interest-earning assets) on a fully tax equivalent basis was 3.91% and 3.89%, respectively, for the three and six months ended June 30, 2017, a decrease of 16 basis points and 32 basis points, respectively, as compared to the same periods in 2016. The decrease in net interest margin primarily resulted from lower average yields on the loan and lease portfolio, loans held for sale, and taxable investments, as well as an increase in the cost of interest-bearing liabilities. The yield on loans and leases decreased by 14 basis points and 28 basis points for the three and six months ended June 30, 2017, respectively, as compared to the same periods in 2016.

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.

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The following tables present 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 the three and six months ended June 30, 2017 and 2016: 

Average Rates and Balances

(dollars in thousands)	Three Months Ended							Three Months Ended
	June 30, 2017							June 30, 2016
				Interest		Average					Interest		Average
	Average			Income or		Yields or		Average			Income or		Yields or
	Balance			Expense		Rates		Balance			Expense		Rates
INTEREST-EARNING ASSETS:
Loans held for sale	$	392,183		$	3,193	3.26	%	$	403,964		$	3,840	3.80	%
Loans and leases (1)	18,024,651			209,805		4.67	%	17,234,220			206,450		4.81	%
Taxable securities	3,008,079			15,580		2.07	%	2,304,998			12,328		2.14	%
Non-taxable securities (2)	292,553			3,397		4.64	%	280,841			3,321		4.73	%
Temporary investments and interest-bearing cash	125,886			324		1.03	%	514,881			652		0.51	%
Total interest-earning assets	21,843,352			$	232,299	4.26	%	20,738,904			$	226,591	4.39	%
Allowance for loan and lease losses	(137,445		)					(131,562		)
Other assets	3,086,962							3,288,973
Total assets	$	24,792,869						$	23,896,315
INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits	$	2,311,555		$	798	0.14	%	$	2,185,545		$	597	0.11	%
Money market deposits	6,682,937			2,975		0.18	%	6,744,106			2,589		0.15	%
Savings deposits	1,401,238			146		0.04	%	1,224,768			128		0.04	%
Time deposits	2,641,334			6,722		1.02	%	2,490,023			5,226		0.84	%
Total interest-bearing deposits	13,037,064			10,641		0.33	%	12,644,442			8,540		0.27	%
Repurchase agreements and federal funds purchased	405,892			321		0.32	%	345,672			32		0.04	%
Term debt	852,254			3,662		1.72	%	900,875			3,848		1.72	%
Junior subordinated debentures	364,440			4,437		4.88	%	358,360			3,835		4.30	%
Total interest-bearing liabilities	14,659,650			$	19,061	0.52	%	14,249,349			$	16,255	0.46	%
Non-interest-bearing deposits	5,951,670							5,466,098
Other liabilities	224,772							291,275
Total liabilities	20,836,092							20,006,722
Common equity	3,956,777							3,889,593
Total liabilities and shareholders' equity	$	24,792,869						$	23,896,315
NET INTEREST INCOME				$	213,238						$	210,336
NET INTEREST SPREAD						3.74	%						3.93	%
AVERAGE YIELD ON EARNING ASSETS  (1), (2)						4.26	%						4.39	%
INTEREST EXPENSE TO EARNING ASSETS						0.35	%						0.32	%
NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)						3.91	%						4.07	%

(1) Non-accrual loans and leases are included in the average balance.   

(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 $1.2 million and $1.1 million for the three months ended June 30, 2017 and 2016, respectively. 

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(dollars in thousands)	Six Months Ended							Six Months Ended
	June 30, 2017							June 30, 2016
				Interest		Average					Interest		Average
	Average			Income or		Yields or		Average			Income or		Yields or
	Balance			Expense		Rates		Balance			Expense		Rates
INTEREST-EARNING ASSETS:
Loans held for sale	$	371,989		$	6,588	3.54	%	$	350,848		$	6,863	3.91	%
Loans and leases (1)	17,812,660			412,406		4.66	%	17,121,152			421,355		4.94	%
Taxable securities	2,866,614			29,899		2.09	%	2,308,294			25,749		2.23	%
Non-taxable securities (2)	289,515			6,806		4.70	%	283,963			6,719		4.73	%
Temporary investments and interest bearing cash	463,245			1,881		0.82	%	435,777			1,132		0.52	%
Total interest-earning assets	21,804,023			$	457,580	4.23	%	20,500,034			$	461,818	4.53	%
Allowance for loan and lease losses	(136,834		)					(132,014		)
Other assets	3,094,560							3,287,857
Total assets	$	24,761,749						$	23,655,877
INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits	$	2,288,870		$	1,443	0.13	%	$	2,161,463		$	1,215	0.11	%
Money market deposits	6,776,705			5,644		0.17	%	6,678,158			5,423		0.16	%
Savings deposits	1,383,124			274		0.04	%	1,200,351			288		0.05	%
Time deposits	2,629,472			12,928		0.99	%	2,487,751			10,027		0.81	%
Total interest-bearing deposits	13,078,171			20,289		0.31	%	12,527,723			16,953		0.27	%
Repurchase agreements and federal funds purchased	366,498			351		0.19	%	329,035			68		0.04	%
Term debt	852,302			7,172		1.70	%	898,768			8,034		1.80	%
Junior subordinated debentures	363,627			8,638		4.79	%	357,487			7,562		4.25	%
Total interest-bearing liabilities	14,660,598			$	36,450	0.50	%	14,113,013			$	32,617	0.46	%
Non-interest-bearing deposits	5,917,984							5,377,954
Other liabilities	236,552							280,843
Total liabilities	20,815,134							19,771,810
Common equity	3,946,615							3,884,067
Total liabilities and shareholders' equity	$	24,761,749						$	23,655,877
NET INTEREST INCOME				$	421,130						$	429,201
NET INTEREST SPREAD						3.73	%						4.07	%
AVERAGE YIELD ON EARNING ASSETS  (1), (2)						4.23	%						4.53	%
INTEREST EXPENSE TO EARNING ASSETS						0.34	%						0.32	%
NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)						3.89	%						4.21	%

(1) Non-accrual loans and leases are included in the average balance.   

(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 $2.3 million for both the six months ended of June 30, 2017 and 2016. 

58

The following tables set 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 the three and six months ended June 30, 2017 as compared to the same period in 2016. Changes in tax equivalent interest income and expense, which are not attributable specifically to either volume or rate, are allocated proportionately between both variances. 

Rate/Volume Analysis

(in thousands)	Three Months Ended June 30,
	2017 compared to 2016
	Increase (decrease) in interest income
	and expense due to changes in
	Volume			Rate			Total
INTEREST-EARNING ASSETS:
Loans held for sale	$	(109	)	$	(538	)	$	(647	)
Loans and leases	9,527			(6,172		)	3,355
Taxable securities	3,650			(398		)	3,252
Non-taxable securities (1)	137			(61		)	76
Temporary investments and interest bearing cash	(706		)	378			(328		)
Total (1)	12,499			(6,791		)	5,708
INTEREST-BEARING LIABILITIES:
Interest bearing demand deposits	36			165			201
Money market deposits	(23		)	409			386
Savings deposits	18			—			18
Time deposits	334			1,162			1,496
Repurchase agreements	6			283			289
Term debt	(209		)	23			(186		)
Junior subordinated debentures	66			536			602
Total	228			2,578			2,806
Net increase in net interest income (1)	$	12,271		$	(9,369	)	$	2,902

(1) Tax exempt income has been adjusted to a tax equivalent basis at a 35% tax rate.

59

(in thousands)	Six Months Ended June 30,
	2017 compared to 2016
	Increase (decrease) in interest income
	and expense due to changes in
	Volume			Rate			Total
INTEREST-EARNING ASSETS:
Loans held for sale	$	394		$	(669	)	$	(275	)
Loans and leases	15,614			(24,563		)	(8,949		)
Taxable securities	5,896			(1,746		)	4,150
Non-taxable securities (1)	130			(43		)	87
Temporary investments and interest bearing cash	75			674			749
Total (1)	22,109			(26,347		)	(4,238		)
INTEREST-BEARING LIABILITIES:
Interest bearing demand deposits	76			152			228
Money market	80			141			221
Savings	40			(54		)	(14		)
Time deposits	596			2,305			2,901
Repurchase agreements	10			273			283
Term debt	(403		)	(459		)	(862		)
Junior subordinated debentures	132			944			1,076
Total	531			3,302			3,833
Net increase in net interest income (1)	$	21,578		$	(29,649	)	$	(8,071	)

(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 $10.7 million and $22.3 million for the three and six months ended June 30, 2017, respectively, as compared to $10.6 million and $15.4 million, respectively, for the same periods in 2016.  As an annualized percentage of average outstanding loans and leases, the provision for loan and lease losses recorded for the three and six months ended June 30, 2017 was 0.24% and 0.25%, respectively, as compared to 0.25% and 0.18%, respectively, in the same periods in 2016. 

The increase in the provision for the three and six months ended June 30, 2017 as compared to the same prior year periods is primarily related to strong growth in the loan portfolio, in addition to an increase in net charge-offs. Net charge-offs on loans were $10.1 million and $19.4 million for the three and six months ended June 30, 2017, respectively, both 0.22% of average loans and leases (annualized), as compared to net charge-offs of $9.8 million and $14.7 million, or 0.23% and 0.17% of average loans and leases (annualized), respectively, for the three and six months ended June 30, 2016. For the second quarter of 2017, $1.1 million of the provision for loan and lease losses was recaptured related to previously acquired loans that were not purchased credit impaired. For the second quarter of 2016, $276,000 of the provision for loan and lease was recaptured related to previously acquired loans that were not purchased credit impaired.

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 $26.6 million as of June 30, 2017 have 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. 

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Non-Interest Income 

Non-interest income for the three months ended June 30, 2017 was $71.1 million, a decrease of $3.5 million, or 5%, as compared to the same period in 2016. Non-interest income for the six months ended June 30, 2017 was $131.3 million, an increase of $10.7 million, or 9%, as compared to the same period in 2016. The following table presents the key components of non-interest income for the three and six months ended June 30, 2017 and 2016: 

Non-Interest Income 

(in thousands)	Three Months Ended											Six Months Ended
	June 30,											June 30,
							Change			Change								Change			Change
	2017			2016			Amount			Percent		2017			2016			Amount			Percent
Service charges on deposits	$	15,478		$	15,667		$	(189	)	(1	)%	$	30,207		$	30,183		$	24		—	%
Brokerage revenue	3,903			4,580			(677		)	(15	)%	8,025			8,674			(649		)	(7	)%
Residential mortgage banking revenue, net	33,894			36,783			(2,889		)	(8	)%	60,728			52,209			8,519			16	%
Gain on investment securities, net	35			162			(127		)	(78	)%	33			858			(825		)	(96	)%
Gain on loan sales, net	3,310			5,640			(2,330		)	(41	)%	5,064			8,011			(2,947		)	(37	)%
Loss on junior subordinated debentures carried at fair value	(1,572		)	(1,572		)	—			—	%	(3,127		)	(3,144		)	17			(1	)%
BOLI income	2,089			2,152			(63		)	(3	)%	4,158			4,291			(133		)	(3	)%
Other income	13,982			11,247			2,735			24	%	26,256			19,528			6,728			34	%
Total	$	71,119		$	74,659		$	(3,540	)	(5	)%	$	131,344		$	120,610		$	10,734		9	%

Residential mortgage banking revenue for the three and six months ended June 30, 2017 as compared to the same periods of 2016 decreased by $2.9 million and increased by $8.5 million, respectively. The decrease for the three month period was due primarily to a decrease in production as well as a decline in the gain on sale margin. In addition, the loss on fair value of the MSR asset for the quarter was $5.6 million lower relative to the loss on fair value in the comparable period, driven by the increased relative level of the long-term interest rates during the current period, and its impact on the prepayment speed assumption for the MSR asset. The increase for the six months ended June 30, 2017 compared to the same period in the prior year was due primarily to a decrease of $18.6 million in the loss on fair value of the MSR asset, driven by the increased relative level of the long-term interest rates during the current period. This was partially offset by a decline in revenue from the origination and sale of residential mortgages and servicing income, as the gain on sale margin declined to 3.41% for the six months ended June 30, 2017, from 3.89% for the prior year period. Closed for-sale mortgage volume for the three and six months ended June 30, 2017 was $918.2 million and $1.7 billion, respectively, compared to $1.0 billion and $1.8 billion for the three and six months ended June 30, 2016, respectively.

The gain on loan sales for the three and six months ended June 30, 2017 decreased by $2.3 million and $2.9 million due to the mix and volume of loans sold during the periods. The loans sales in 2016 reflect rebalancing activity, while 2017 reflects more routine loan sale activity.

Other income for the three and six months ended June 30, 2017 compared to the same period in the prior year increased by $2.7 million and $6.7 million, respectively. The increase was primarily related to the change in debt capital market swap derivatives revenues which increased by $2.8 million and $5.7 million for the three and six months ended June 30, 2017, respectively, as compared to the same periods of 2016.

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Non-Interest Expense 

Non-interest expense for the three months ended June 30, 2017 was $184.0 million, a decrease of $4.5 million, or 2% as compared to the same period in 2016. Non-interest expense for the six months ended June 30, 2017 was $366.7 million, a decrease of $5.8 million, or 2%. The following table presents the key elements of non-interest expense for the three and six months ended June 30, 2017 and 2016: 

Non-Interest Expense 

(in thousands)	Three Months Ended											Six Months Ended
	June 30,											June 30,
							Change			Change								Change			Change
	2017			2016			Amount			Percent		2017			2016			Amount			Percent
Salaries and employee benefits	$	108,561		$	107,545		$	1,016		1	%	$	215,034		$	214,083		$	951		—	%
Occupancy and equipment, net	36,955			37,850			(895		)	(2	)%	75,628			76,145			(517		)	(1	)%
Communications	4,859			5,296			(437		)	(8	)%	9,963			10,859			(896		)	(8	)%
Marketing	2,374			3,004			(630		)	(21	)%	4,107			5,854			(1,747		)	(30	)%
Services	11,386			11,529			(143		)	(1	)%	22,691			22,200			491			2	%
FDIC assessments	4,447			3,693			754			20	%	8,534			7,414			1,120			15	%
Gain on other real estate owned, net	(457		)	(1,457		)	1,000			(69	)%	(375		)	(68		)	(307		)	451	%
Intangible amortization	1,689			2,328			(639		)	(27	)%	3,378			4,888			(1,510		)	(31	)%
Merger related expenses	1,640			6,634			(4,994		)	(75	)%	2,660			10,084			(7,424		)	(74	)%
Goodwill impairment	—			—			—			—	%	—			142			(142		)	nm
Other expenses	12,567			12,089			478			4	%	25,115			20,899			4,216			20	%
Total	$	184,021		$	188,511		$	(4,490	)	(2	)%	$	366,735		$	372,500		$	(5,765	)	(2	)%
nm = Not meaningful

Marketing expense decreased by $630,000 and $1.7 million for the three and six months ended June 30, 2017, respectively, as compared to the same periods in the prior year, primarily related to costs associated with branding initiatives in early 2016.

We incur significant expenses in connection with the completion and integration of bank acquisitions that are not capitalizable.  These merger 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 2017 and 2016 relate to the merger with Sterling.

The following table provides a breakout of Merger related expenses for the three and six months ended June 30, 2017 and 2016:

(in thousands)	Three Months Ended				Six Months Ended
	June 30, 2017		June 30, 2016		June 30, 2017		June 30, 2016
Legal and professional	$	1,147	$	2,380	$	1,228	$	3,520
Premises and Equipment	81		3,636		874		4,430
Personnel	410		345		556		1,257
Communication	—		22		—		267
Other	2		251		2		610
Total merger related expenses	$	1,640	$	6,634	$	2,660	$	10,084

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Other non-interest expense increased by $478,000 and $4.2 million for the three and six months ended June 30, 2017, respectively, as compared to the same periods in the prior year. The increase for the six months ended June 30, 2017, as compared to the prior period, is primarily due to $1.3 million in net non-performing loan expenses as well as an increase of $1.3 million in brokered money market fees, related to the increase in brokered deposits during the period.

Income Taxes 

The Company's consolidated effective tax rate as a percentage of pre-tax income for the three and six months ended June 30, 2017 was 35.8% and 36.2%, respectively, as compared to 35.9% and 36.2% for the three and six months ended June 30, 2016, respectively. The effective tax rates differed from the federal statutory rate of 35% and the apportioned state rate of 5% (net of the federal tax benefit) principally because of the relative amount of income earned in each state jurisdiction, non-taxable income arising from bank-owned life insurance, income on tax-exempt investment securities, stock-based compensation and tax credits arising from low income housing investments.

63

FINANCIAL CONDITION 

Investment Securities 

Trading securities were $11.5 million at June 30, 2017, up from $11.0 million at December 31, 2016.

Investment securities available for sale were $3.1 billion as of June 30, 2017, compared to $2.7 billion at December 31, 2016.  The increase was due to the Company deploying excess cash by purchasing $725.5 million in investments, offset by sales and paydowns of $297.4 million.

Investment securities held to maturity were $4.0 million as of June 30, 2017, as compared to $4.2 million at December 31, 2016. The change primarily related to paydowns and maturities of investment securities held to maturity of $254,000. 

The following tables present the available for sale and held to maturity investment securities portfolio by major type as of June 30, 2017 and December 31, 2016: 

Investment Securities Composition

(dollars in thousands)	Investment Securities Available for Sale
	June 30, 2017				December 31, 2016
	Fair Value		%		Fair Value		%
Obligations of states and political subdivisions	$	298,560	10	%	$	307,697	11	%
Residential mortgage-backed securities and collateralized mortgage obligations	2,832,025		90	%	2,391,553		89	%
Investments in mutual funds and other equity securities	1,981		—	%	1,970		—	%
Total	$	3,132,566	100	%	$	2,701,220	100	%

(dollars in thousands)	Investment Securities Held to Maturity
	June 30, 2017				December 31, 2016
	Amortized				Amortized
	Cost		%		Cost		%
Residential mortgage-backed securities and collateralized mortgage obligations	$	4,017	100	%	$	4,216	100	%
Total	$	4,017	100	%	$	4,216	100	%

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 likely 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 were $28.7 million at June 30, 2017.  This consisted primarily of unrealized losses on residential mortgage-backed securities and collateralized mortgage obligations of $27.6 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 June 30, 2017 and $45.5 million at December 31, 2016. Of the $45.5 million at June 30, 2017, $44.0 million represented 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. 

64

Loans and Leases

Loans andLeases, net 

Total loans and leases outstanding at June 30, 2017 were $18.3 billion, an increase of $812.5 million as compared to year-end 2016. The increase included net new loan and lease originations of $922.7 million, partially offset by loans sold of $93.6 million, charge-offs of $26.9 million and transfers to other real estate owned of $2.6 million during the period.

The following table presents the concentration distribution of the loan and lease portfolio, net of deferred fees and costs, as of June 30, 2017 and December 31, 2016.

Loan and Lease Concentrations 

(dollars in thousands)	June 30, 2017				December 31, 2016
	Amount		Percentage		Amount		Percentage
Commercial real estate
Non-owner occupied term, net	$	3,401,679	18.6	%	$	3,330,442	19.0	%
Owner occupied term, net	2,593,395		14.1	%	2,599,055		14.9	%
Multifamily, net	2,964,851		16.2	%	2,858,956		16.3	%
Construction & development, net	464,690		2.5	%	463,625		2.7	%
Residential development, net	165,956		0.9	%	142,984		0.8	%
Commercial
Term, net	1,686,597		9.2	%	1,508,780		8.6	%
LOC & other, net	1,153,409		6.3	%	1,116,259		6.4	%
Leases and equipment finance, net	1,082,651		5.9	%	950,588		5.4	%
Residential
Mortgage, net	3,021,331		16.5	%	2,887,971		16.5	%
Home equity loans & lines, net	1,056,848		5.8	%	1,011,844		5.8	%
Consumer & other, net	729,735		4.0	%	638,159		3.6	%
Total, net of deferred fees and costs	$	18,321,142	100.0	%	$	17,508,663	100.0	%

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Asset Quality and Non-Performing Assets 

Non-Performing Assets 

The following table summarizes our non-performing assets and restructured loans as of June 30, 2017 and December 31, 2016:   

(in thousands)	June 30,			December 31,
	2017			2016
Loans and leases on non-accrual status	$	26,566		$	27,765
Loans and leases past due 90 days or more and accruing (1)	27,252			28,369
Total non-performing loans and leases	53,818			56,134
Other real estate owned	4,804			6,738
Total non-performing assets	$	58,622		$	62,872
Restructured loans (2)	$	52,861		$	40,667
Allowance for loan and lease losses	$	136,867		$	133,984
Reserve for unfunded commitments	3,816			3,611
Allowance for credit losses	$	140,683		$	137,595
Asset quality ratios:
Non-performing assets to total assets	0.23		%	0.25		%
Non-performing loans and leases to total loans and leases	0.29		%	0.32		%
Allowance for loan and leases losses to total loans and leases	0.75		%	0.77		%
Allowance for credit losses to total loans and leases	0.77		%	0.79		%
Allowance for credit losses to total non-performing loans and leases	261		%	245		%

(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 $16.3 million and $10.9 million at June 30, 2017 and December 31, 2016, respectively.

(2) Represents accruing restructured loans performing according to their restructured terms. 

The purchased non-credit impaired loans had remaining credit discount that is expected to accrete into interest income over the life of the loans of $34.1 million and $43.9 million, as of June 30, 2017 and December 31, 2016, respectively. The purchased credit impaired loan pools had remaining discount of $37.8 million and $45.7 million, as of June 30, 2017 and December 31, 2016, respectively.

Loans acquired with deteriorated 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 their individual performance status, so the categories of nonaccrual, impaired and 90 day past due and accruing do not include any purchased credit impaired loans.

Restructured Loans 

At June 30, 2017 and December 31, 2016, impaired loans of $52.9 million and $40.7 million, respectively, were classified as performing restructured loans. The restructurings were granted in response to borrower financial difficulty, and generally provide for a temporary modification of loan repayment terms. The performing restructured loans on accrual status represent principally the only impaired loans accruing interest at June 30, 2017. In order for a new 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.

A further decline in the economic conditions in our general market areas or other factors could adversely impact individual borrowers or the loan portfolio in general. Accordingly, there can be no assurance that loans will not become 90 days or more past due, become impaired or placed on non-accrual status, restructured or transferred to other real estate owned in the future.

66

Allowance for Loan and Lease Losses and Reserve for Unfunded Commitments 

The ALLL totaled $136.9 million at June 30, 2017, an increase of $2.9 million from $134.0 million at December 31, 2016. The following table shows the activity in the ALLL for the three and six months ended June 30, 2017 and 2016: 

Allowance forLoan and Lease Losses 

(in thousands)	Three months ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Balance, beginning of period	$	136,292		$	130,243		$	133,984		$	130,322
Charge-offs	(13,944		)	(12,682		)	(26,946		)	(20,532		)
Recoveries	3,862			2,892			7,500			5,840
Net charge-offs	(10,082		)	(9,790		)	(19,446		)	(14,692		)
Provision for loan and lease losses	10,657			10,589			22,329			15,412
Balance, end of period	$	136,867		$	131,042		$	136,867		$	131,042
As a percentage of average loans and leases (annualized):
Net charge-offs	0.22		%	0.23		%	0.22		%	0.17		%
Provision for loan and lease losses	0.24		%	0.25		%	0.25		%	0.18		%
Recoveries as a percentage of charge-offs	27.70		%	22.80		%	27.83		%	28.44		%

The increase in allowance for loan and lease losses as of June 30, 2017 compared to the same periods of the prior year was primarily the result of growth in our loan and lease portfolios, and higher net charge-offs during the periods. Additional discussion on the change in provision for loan and lease losses is provided under the heading Provision for Loan and LeaseLosses above.

The following table sets forth the allocation of the allowance for loan and lease losses and percent of loans in each category to total loans and leases as of June 30, 2017 and December 31, 2016: 

(dollars in thousands)	June 30, 2017				December 31, 2016
	Amount		% Loans to total loans		Amount		% Loans to total loans
Commercial real estate	$	47,414	52.3	%	$	47,795	53.7	%
Commercial	60,057		21.4	%	58,840		20.4	%
Residential	18,051		22.3	%	17,946		22.3	%
Consumer & other	11,345		4.0	%	9,403		3.6	%
Allowance for loan and lease losses	$	136,867			$	133,984

At June 30, 2017, the recorded investment in loans classified as impaired totaled $62.9 million, with a corresponding valuation allowance (included in the allowance for loan and lease losses) of $755,000.  The valuation allowance on impaired loans represents the impairment reserves on performing current and former restructured loans and nonaccrual loans. At December 31, 2016, the total recorded investment in impaired loans was $54.0 million, with a corresponding valuation allowance (included in the allowance for loan and lease losses) of $867,000.  

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The following table presents a summary of activity in the RUC:  

Summary of Reserve for Unfunded Commitments Activity 

(in thousands)	Three months ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	3,495	$	3,482	$	3,611	$	3,574
Net charge to other expense	321		49		205		(43		)
Balance, end of period	$	3,816	$	3,531	$	3,816	$	3,531

We believe that the ALLL and RUC at June 30, 2017 are sufficient to absorb 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 portfolio for the three and six months ended June 30, 2017 and 2016: 

Summary of Residential Mortgage Servicing Rights 

(in thousands)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Balance, beginning of period	$	142,344		$	117,172		$	142,973		$	131,817
Additions for new MSR capitalized	7,819			8,863			14,860			14,843
Changes in fair value:
Due to changes in model inputs or assumptions (1)	(4,573		)	(6,836		)	(8,179		)	(17,087		)
Other(2)	(3,758		)	(7,104		)	(7,822		)	(17,478		)
Balance, end of period	$	141,832		$	112,095		$	141,832		$	112,095

(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 residential serviced loan portfolio as of June 30, 2017 and December 31, 2016 was as follows: 

(dollars in thousands)	June 30, 2017			December 31, 2016
Balance of loans serviced for others	$	14,797,242		$	14,327,368
MSR as a percentage of serviced loans	0.96		%	1.00		%

Mortgage servicing rights are adjusted to fair value quarterly with the change recorded in mortgage banking revenue.

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Goodwill and Other Intangibles Assets

At June 30, 2017 and December 31, 2016, 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. There were no changes to goodwill during the three and six months ended June 30, 2017.

At June 30, 2017, we had other intangible assets of $33.5 million, as compared to $36.9 million at December 31, 2016.   As part of a business acquisition, the fair value of identifiable intangible assets such as core deposits, which include 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. The decrease from December 31, 2016 relates to the amortization of the other intangible assets of $3.4 million for the six months endedJune 30, 2017.

Deposits 

Total deposits were $19.5 billion at June 30, 2017, an increase of $439.0 million, as compared to December 31, 2016. The increase is attributable to growth in demand and time accounts.

The following table presents the deposit balances by major category as of June 30, 2017 and December 31, 2016: 

(dollars in thousands)	June 30, 2017				December 31, 2016
	Amount		Percentage		Amount		Percentage
Non-interest bearing demand	$	6,112,480	32	%	$	5,861,469	31	%
Interest bearing demand	2,371,386		12	%	2,296,532		12	%
Money market	6,755,707		35	%	6,932,717		36	%
Savings	1,427,677		7	%	1,325,757		7	%
Time, $100,000 or greater	1,897,994		10	%	1,702,982		9	%
Time, less than $100,000	894,706		4	%	901,528		5	%
Total	$	19,459,950	100	%	$	19,020,985	100	%

The Company's brokered deposits, including Certificate of Deposit Account Registry Service ("CDARS"), totaled $1.0 billion at June 30, 2017 and December 31, 2016.  

Borrowings 

At June 30, 2017, the Bank had outstanding $330.2 million of securities sold under agreements to repurchase and no outstanding federal funds purchased balances. The Bank had outstanding term debt of $852.2 million at June 30, 2017. Term debt outstanding as of June 30, 2017 decreased $178,000 since December 31, 2016. Advances from the FHLB amounted to $851.7 million of the total term debt and are secured by investment securities and loans secured by real estate.  The FHLB advances have fixed interest rates ranging from 0.94% to 7.10% and mature in 2017 through 2033.

Junior Subordinated Debentures 

We had junior subordinated debentures with carrying values of $366.2 million and $363.1 million at June 30, 2017 and December 31, 2016, respectively.  The increase is due to the change in fair value for the junior subordinated debentures selected to be carried at fair value. As of June 30, 2017, 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.  Interest expense for junior subordinated debentures increased for the three and six month periods ended June 30, 2017 compared to the same periods in 2016, primarily resulting from increases in the LIBOR rate during the periods.

69

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 represented 8.2% of total deposits at June 30, 2017 and 8.6% of total deposits at December 31, 2016. 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 $6.1 billion at June 30, 2017, 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 $479.2 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 June 30, 2017. Availability of these 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 $87.0 million of dividends paid by the Bank to the Company in the six months ended June 30, 2017.  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 June 30, 2017, the Company did not have any borrowing arrangements of its own. 

As disclosed in the Condensed ConsolidatedStatements of Cash Flows, net cash provided by operating activities was $83.8 million during the six months ended June 30, 2017, 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 $1.7 billion, offset by originations of loans held for sale of $1.7 billion. This compares to net cash provided by operating activities of $293.3 million during the six months ended June 30, 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 $2.0 billion, offset by originations of loans held for sale of $1.8 billion.

Net cash of $1.3 billion used in investing activities during the six months ended June 30, 2017, consisted principally of net loan originations of $922.7 million, purchases of investment securities available for sale of $725.5 million, and purchases of equity securities of $236.6 million, offset by proceeds from investment securities available for sale of $297.4 million redemption of equity securities of $236.6 million, and proceeds from sale of loans and leases of $98.6 million. This compares to net cash of $705.8 million used in investing activities during the six months ended June 30, 2016, which consisted principally of net loan originations of $1.1 billion and purchases of investment securities available for sale of $247.6 million, partially offset by proceeds from investment securities available for sale of $319.9 million and proceeds from the sale of loans and leases of $311.7 million.

Net cash of $340.8 million provided by financing activities during the six months ended June 30, 2017 primarily consisted of $439.6 million increase in net deposits, proceeds from term debt borrowings of $100.0 million, offset by $100.0 million repayment of term debt, the dividends paid on common stock of $70.5 million, and a net decrease in securities sold under agreements to repurchase of $22.8 million. This compares to net cash of $544.2 million provided by financing activities during the six months ended June 30, 2016, which consisted primarily of $552.7 million increase in net deposits and proceeds from term debt borrowings of $285.0 million, offset by $270.0 million repayment of term debt and $70.5 million in dividends paid on common stock.

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Although we expect the Bank's and the Company's liquidity positions to remain satisfactory during 2017, it is possible that our deposit growth 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 8 of the Notes to Condensed Consolidated Financial Statements.

Concentrations of Credit Risk 

Information regarding Concentrations of Credit Risk is included in Note 8 of the Notes to Condensed Consolidated Financial Statements.

71

Capital Resources 

Shareholders' equity at June 30, 2017 was $4.0 billion, an increase of $42.1 million from December 31, 2016. The increase in shareholders' equity during the six months ended June 30, 2017 was principally due to net income for the period and other comprehensive income, net of tax, offset by declared common dividends.

The following table shows the Company's consolidated and the Bank's capital adequacy ratios compared to the regulatory minimum capital ratio and the regulatory minimum capital ratio needed to qualify as a "well-capitalized" institution, as calculated under regulatory guidelines of Basel III at June 30, 2017 and December 31, 2016: 

(dollars in thousands)					For Capital				To be Well
	Actual				Adequacy purposes				Capitalized
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2017
Total Capital
(to Risk Weighted Assets)
Consolidated	$	2,765,526	14.27	%	$	1,550,916	8.00	%	$	1,938,645	10.00	%
Umpqua Bank	$	2,591,467	13.39	%	$	1,548,312	8.00	%	$	1,935,390	10.00	%
Tier I Capital
(to Risk Weighted Assets)
Consolidated	$	2,163,692	11.16	%	$	1,163,187	6.00	%	$	1,550,916	8.00	%
Umpqua Bank	$	2,450,898	12.66	%	$	1,161,234	6.00	%	$	1,548,312	8.00	%
Tier I Common
(to Risk Weighted Assets)
Consolidated	$	2,163,692	11.16	%	$	872,390	4.50	%	$	1,260,119	6.50	%
Umpqua Bank	$	2,450,898	12.66	%	$	870,926	4.50	%	$	1,258,004	6.50	%
Tier I Capital
(to Average Assets)
Consolidated	$	2,163,692	9.41	%	$	919,439	4.00	%	$	1,149,299	5.00	%
Umpqua Bank	$	2,450,898	10.66	%	$	919,415	4.00	%	$	1,149,269	5.00	%
As of December 31, 2016
Total Capital
(to Risk Weighted Assets)
Consolidated	$	2,707,693	14.72	%	$	1,471,577	8.00	%	$	1,839,471	10.00	%
Umpqua Bank	$	2,534,927	13.79	%	$	1,470,731	8.00	%	$	1,838,414	10.00	%
Tier I Capital
(to Risk Weighted Assets)
Consolidated	$	2,108,948	11.47	%	$	1,103,682	6.00	%	$	1,471,577	8.00	%
Umpqua Bank	$	2,397,449	13.04	%	$	1,103,048	6.00	%	$	1,470,731	8.00	%
Tier I Common
(to Risk Weighted Assets)
Consolidated	$	2,108,948	11.47	%	$	827,762	4.50	%	$	1,195,656	6.50	%
Umpqua Bank	$	2,397,449	13.04	%	$	827,286	4.50	%	$	1,194,969	6.50	%
Tier I Capital
(to Average Assets)
Consolidated	$	2,108,948	9.21	%	$	915,917	4.00	%	$	1,144,896	5.00	%
Umpqua Bank	$	2,397,449	10.47	%	$	916,260	4.00	%	$	1,145,325	5.00	%

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The phase-in period for the final 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") began for the Company on January 1, 2015, with full compliance with the final rules in their entirety required to be 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 6.0%, which is the current minimum, to 8.5% on January 1, 2019, as well as require a minimum leverage ratio of 4.0%.

The Company's dividend policy considers, among other things, earnings, regulatory capital levels, the overall payout ratio and expected asset growth to determine the amount of dividends declared, if any, on a quarterly basis. 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 three and six months ended June 30, 2017 and 2016:   

Cash Dividends and Payout Ratios per Common Share 

	Three months ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Dividend declared per common share	$	0.16		$	0.16		$	0.32		$	0.32
Dividend payout ratio	62		%	64		%	68		%	70		%

As of June 30, 2017, a total of 10.6 million shares are available for repurchase under the Company's current share repurchase plan. During the six months ended June 30, 2017, the Company repurchased 225,000 shares under this plan. The Board of Directors approved an extension of the repurchase plan to July 31, 2019. 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 3.Quantitative and Qualitative Disclosures about Market Risk 

Our assessment of market risk as of June 30, 2017 indicates there are no material changes in the quantitative and qualitative disclosures from those in our Annual Report on Form 10-K for the year ended December 31, 2016.

Item 4.Controls and Procedures 

Our management, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer, has concluded that our disclosure controls and procedures are effective in timely alerting them to information relating to us that is required to be included in our periodic filings with the SEC. The disclosure controls and procedures were last evaluated by management as of June 30, 2017. 

No change in our internal controls occurred during the second quarter of 2017 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

73

Part II. OTHERINFORMATION 

Item 1.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. The appellate court held a hearing on May 10, 2017. On May 22, 2017, the appellate court issued a judgment affirming the decision of the district court in favor of the Company to dismiss the claim. On June 13, 2017, the appellate court issued a formal mandate that the judgment of appellate court took effect on that date.

Item 1A.   Risk Factors 

In addition to the other information set forth in this report, you should carefully consider the factors discussed under "Part I--Item 1A--Risk Factors" in our Form 10-K for the year ended December 31, 2016.   These factors could materially and 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. There have been no material changes from the risk factors described in our Form 10-K.

74

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(a)Not applicable  

(b)Not applicable 

(c)The following table provides information about repurchases of common stock by the Company during the quarter ended June 30, 2017: 

Period	Total number of Common Shares Purchased (1)	Average Price Paid per Common Share		Total Number of Shares Purchased as Part of Publicly Announced Plan (2)	Maximum Number of Remaining Shares that May be Purchased at Period End under the Plan
4/1/17-4/30/17	14,644	$	17.56	—	10,807,429
5/1/17-5/31/17	225,153	$	17.24	225,000	10,582,429
6/1/17-6/30/17	182	$	17.25	—	10,582,429
Total for quarter	239,979	$	17.26	225,000

(1) Common shares repurchased by the Company during the quarter consist of cancellation of 439 shares to be issued upon vesting of restricted stock awards and 14,540 shares to be issued upon vesting of restricted stock units to pay withholdingtaxes. During the three months ended June 30, 2017, 225,000 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 its Board of Directors 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, 2019. As of June 30, 2017, a total of 10.6 million shares remained available for repurchase. The timing and amount of future repurchases will depend upon the market price for our common stock, laws and regulations restricting repurchases, asset growth, earnings, and our capital plan.

Item 3.Defaults upon Senior Securities 

Not applicable

Item 4.Mine Safety Disclosures 

Not applicable

Item 5.Other Information 

Not applicable

Item 6.Exhibits  

The exhibits filed as part of this Report and exhibits incorporated herein by reference to other documents are listed in the Exhibit Index to this Report, which follows the signature page.

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SIGNATURES 

Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

		UMPQUA HOLDINGS CORPORATION
		(Registrant)
Dated	August 4, 2017	/s/ Cort L. O'Haver
		Cort L. O'Haver President and Chief Executive Officer
Dated	August 4, 2017	/s/ Ronald L. Farnsworth
		Ronald L. Farnsworth   Executive Vice President/ Chief Financial Officer and  Principal Financial Officer
Dated	August 4, 2017	/s/ Neal T. McLaughlin
		Neal T. McLaughlin Executive Vice President/Treasurer and  Principal Accounting Officer

76

EXHIBIT INDEX

Exhibit #	Description
3.1	(a) Restated Articles of Incorporation, as amended
3.2	(b) Bylaws, as amended
4.1	(c) Specimen Common Stock Certificate
4.2	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.
10.1**	Employment Agreement with Rilla Delorier dated April 10, 2017
31.1	Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
31.3	Certification of Principal Accounting Officer under Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

(a)     Incorporated by reference to Exhibit 3.1 to Form 10-Q filed May 7, 2014

(b)    Incorporated by reference to Exhibit 3.2 to Form 8-K filed April 21, 2017

(c)     Incorporated by reference to Exhibit 4 to the Registration Statement on Form S-8 (No. 333-77259) filed April 28, 1999

77

EX-10.1

UMPQUA BANK

EMPLOYMENT AGREEMENT

FOR

Rilla Delorier

Dated as of April 10, 2017

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”) is entered into by and between Umpqua Bank (“Umpqua”) and Rilla Delorier (“Officer”) as of April 10, 2017 (the “Effective Date”).

1.PURPOSE AND DURATION OF AGREEMENT. The purpose of this Agreement is to set forth the terms of Officer’s employment with Umpqua and to provide Officer with benefits when Officer’s employment is terminated under certain conditions. Unless sooner terminated as set forth below, and except as set forth in Section 21.3, this Agreement shall expire on December 31, 2021.

2.EMPLOYMENT. Upon the Effective Date, Umpqua shall employ Officer, and Officer hereby accepts that employment on the terms and conditions contained in this Agreement.

3.NO TERM OF EMPLOYMENT. Notwithstanding the term of this Agreement, Umpqua or Officer may terminate Officer’s employment at will, at any time for any lawful reason or for no reason at all, subject to the provisions of this Agreement.

4.DUTIES; POSITION.

4.1    Position. Commencing April 10, 2017, Officer shall be employed as Executive Vice President/Chief Strategy Officer of Umpqua and will perform such duties as may be designated by the President and Chief Executive Officer of Umpqua. Officer’s primary office location will be One SW Columbia Street, Suite 1200, Portland, Oregon.

4.2    Obligations of Officer.

(a)    Officer agrees that to the best of Officer’s ability and experience, Officer will at all times loyally and conscientiously perform all of the duties and obligations required of Officer pursuant to the express and implicit terms of this Agreement and as directed by Umpqua’s President and Chief Executive Officer or Umpqua’s Board of Directors (the “Board”).

(b)    Officer shall devote Officer’s entire working time, attention, and efforts to Umpqua’s business and affairs, shall faithfully and diligently serve Umpqua’s interests, and shall not engage in any business or employment activity that is not on Umpqua’s behalf (whether or not pursued for gain or profit) except for (i) activities approved in writing in advance by Umpqua and (ii) passive investments that do not involve Officer providing any advice or services to the businesses in which the investments are made.

5.COMPENSATION.

1

5.1    Base Salary. For services performed under this Agreement, Officer shall be entitled to $40,416.67 per month ($485,000.00 on an annualized basis) (as in effect from time to time, the “Base Salary”), which Umpqua may increase in its sole discretion.

5.2    Benefits. Commencing with the 2017 fiscal year, Officer shall be entitled to participate, under the terms of the respective plans and subject to periodic plan changes, in Umpqua’s group health benefit package, long-term disability and life insurance, 401(k) plan, and such other compensation or benefits as approved by the Board. Officer shall be entitled to four weeks of vacation per year. Officer shall be entitled to participate in the Umpqua Holdings Corporation Supplemental Retirement/Deferred Compensation Plan. Commencing with the 2017 fiscal year, Officer shall be entitled to participate in Umpqua’s annual Management Incentive Plan with a target annual bonus opportunity of 80% of Officer’s annual Base Salary, subject to the terms of such plan and based on corporate performance, individual performance, budget and regulatory compliance measures.

5.3    Recruitment and Signing Incentives. Umpqua will pay Officer a new hire bonus of $250,000 within 30 days of commencement of employment (the “New Hire Bonus”); provided, however, if Officer’s employment terminates due to a voluntary Resignation by Officer or termination for Cause by Umpqua within 24 months of the date of payment of the New Hire Bonus, Officer shall repay the New Hire Bonus. Umpqua will issue a restricted stock award of 27,500 shares with the following terms: (i) 60% of the award shares shall be subject to performance-based vesting conditions (50% relative operating earnings per share performance; 50% relative return on average tangible common equity) over a three-year period; (ii) 40% of the award shares shall vest ratably over three years commencing April 10, 2017; and (iii) the award will be on the same terms and conditions as the awards other executives received in 2017.

5.4    Long-Term Incentives. Beginning in 2018, you will be considered, along with other executives, for discretionary annual stock awards. Based on current practices, which are subject to change in the discretion of the Board, any future awards would be 70% performance-based (3-year cliff vesting schedule based on relative shareholder return and return on equity performance compared to selected peer institutions) and 30% time-based (3-year level vesting schedule).

5.5    Relocation. Relocation assistance will be provided pursuant to the terms attached to Officer’s offer letter accepted February 22, 2017, and such terms, including any repayment terms, are incorporated herein by reference.        

6.TERMINATION. Officer’s employment may be terminated before the expiration of this Agreement as described in this Section 6, in which event Officer’s compensation and benefits shall terminate except as otherwise provided in this Agreement.

6.1    For Cause. Upon Umpqua’s termination of Officer’s employment for Cause (as defined in Section 7.1) (“Termination For Cause”).

2

6.2    Without Cause. Upon Umpqua’s termination of employment of Officer without Cause, with or without notice, at any time in Umpqua’s sole discretion, for any reason (other than for Cause, death, or Disability) or for no reason (“Termination Without Cause”).

6.3    For Good Reason. Upon Officer’s termination of employment for Good Reason (as defined in Section 7.2) (“Termination For Good Reason”).

6.4    Death or Disability. Upon Officer’s death or Disability (as defined in Section 7.3).

6.5    Resignation. Upon Officer’s Termination Upon Resignation (as defined in Section 7.5).

7.DEFINITIONS.

7.1    Cause. For the purposes of this Agreement, “Cause” for Officer’s termination will exist upon the occurrence of one or more of the following events:

(a)    Dishonest or fraudulent conduct by Officer with respect to the performance of Officer’s duties with Umpqua;

(b)    Conduct by Officer that materially discredits Umpqua or any of its subsidiaries or is materially detrimental to the reputation of Umpqua or any of its subsidiaries, including but not limited to conviction or a plea of nolo contendere of Officer of a felony or crime involving moral turpitude;

(c)    Officer’s willful misconduct or gross negligence in performance of Officer’s duties under this Agreement, including but not limited to Officer’s refusal to comply in any material respect with the legal directives of the Board or Officer’s supervisor(s), if such misconduct or negligence has not been remedied or is not being remedied to Umpqua’s reasonable satisfaction within 30 days after written notice, including a detailed description of the misconduct or negligence, has been delivered to Officer;

(d)    An order or directive from a state or federal banking regulatory agency requesting or requiring removal of Officer or a finding by any such agency that Officer’s performance threatens the safety or soundness of Umpqua or any of its subsidiaries; or

(e)    A material breach of Officer’s fiduciary duties to Umpqua if such breach has not been remedied or is not being remedied to Umpqua’s reasonable satisfaction within 30 days after written notice, including a detailed description of the breach, has been delivered to Officer.

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7.2    Good Reason. For purposes of this Agreement, “Good Reason” for Officer’s termination of employment will exist upon the occurrence of one or more of the following events, without Officer’s consent, if Officer has informed Umpqua in writing of the circumstances described below in this Section 7.2 that could give rise to termination for Good Reason within 30 days following the initial existence of such circumstances and Umpqua has not removed such circumstances within 60 days of the written notice (or notified Officer that Umpqua disputes that such circumstances qualify as Good Reason):

(a)    A material reduction of Officer’s Base Salary, unless the reduction is in connection with, and commensurate with, reductions in the salaries of all or substantially all senior officers of Umpqua; or

(b)    A requirement for Officer to relocate to a facility or location more than 30 miles from the Portland, Oregon, metropolitan area.

In the event that the condition constituting Good Reason is not timely remedied, Officer must terminate Officer’s employment, if at all, within 60 days following the end of the cure period for such termination to constitute a Termination For Good Reason.

7.3    Disability. For purposes of this Agreement, “Disability” means that (i) Officer is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) Officer is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident or health plan covering employees of Umpqua.

7.4    Change in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred when any of the following events take place:

(a)    Any person (including any individual or entity), or persons acting in concert, become(s) the beneficial owner of voting shares representing 50 percent or more of Umpqua;

(b)    A majority of the Board is removed from office by a vote of Umpqua’s shareholders over the recommendation of the Board then serving; or

(c)    Umpqua is a party to a plan of merger or plan of exchange and upon consummation of such plan, the shareholders of Umpqua immediately prior to the transaction do not own or continue to own (i) at least 40 percent of the shares of the surviving company (if the then current Chief Executive Officer (“CEO”) of Umpqua continues as CEO of the surviving organization) or (ii) at least a majority of the shares of the surviving organization (if the then current CEO of Umpqua does not continue as CEO of the surviving organization).

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7.5    Resignation. For purposes of this Agreement, “Termination Upon Resignation” shall mean that Officer has given Umpqua 60 days prior written notice of the date of his or her resignation or retirement, and Officer terminates his or her employment on such date, provided, however, that no event listed above under the definition of Cause exists at the time of such notice through the proposed date of Termination Upon Resignation.

8.PAYMENT UPON TERMINATION. Upon termination of Officer’s employment for any of the reasons set forth in Section 6 above, Officer will receive payment for all Base Salary and benefits earned (and payable under the terms of any applicable plan) as of the date of Officer’s termination (“Earned Compensation”), which shall be paid by the end of the business day following termination or sooner if required by applicable law.

9.SEVERANCE BENEFIT. In the event of Termination Without Cause or Termination For Good Reason, in addition to receiving Earned Compensation, Officer will receive a severance benefit equal to the greater of: (i) twelve months Base Salary, based on Officer’s Base Salary just prior to termination or (ii) two weeks Base Salary for every year of employment with Umpqua (the “Severance Benefit”). Subject to Section 11.3 below, the Severance Benefit shall be paid in equal installments over the number of months of continued Base Salary, starting on the next regular payday following termination. Receipt of the Severance Benefit is conditioned on Officer having executed the Separation and Release Agreement, in substantially the form attached hereto as Exhibit A (the “Separation Agreement”) and the revocation period having expired without Officer having revoked the Separation Agreement. Receipt and continued receipt of the Severance Benefit is further conditioned on Officer not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement. Officer shall not be required to mitigate the amount of any payments under this Section (whether by seeking new employment or otherwise), and no such payment shall be reduced by earnings that Officer may receive from any other source.

10.CHANGE IN CONTROL BENEFIT. After announcement of a proposed Change in Control and for a period continuing for one year following the Change in Control, in the event of Termination Without Cause or Termination For Good Reason, instead of receiving the Severance Benefit set forth in Section 9 above, Officer shall be entitled to receive 24 months Base Salary, based on Officer’s Base Salary just prior to the termination of employment, as well as 200 percent of the incentive compensation Officer received for services performed in the previous year (the aforementioned Base Salary and incentive are collectively referred to as the “Change in Control Benefit”). Subject to Section 11.3 below, the Change in Control Benefit shall be paid in equal installments over 18 months, starting on the next regular payday following termination. Receipt of the Change in Control Benefit is conditioned on Officer having executed the Separation Agreement in substantially the form attached hereto as Exhibit A and the revocation period having expired without Officer having revoked the Separation Agreement. Receipt and continued receipt of the Change in Control Benefit is further conditioned on Officer not being in violation of any material term of this Agreement or in violation of any material term of the Separation Agreement. Officer shall not be required to mitigate the amount of any payments under this Section (whether by seeking new employment or otherwise) and no such

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payment shall be reduced by earnings that Officer may receive from any other source, provided, however, that the provisions of Section 13.2 related to forfeiture of payments under certain circumstances remain applicable.

11.LIMITATION ON BENEFITS.

11.1    Code Section 280G Adjustment. If the benefit payments under this Agreement, either alone or together with other payments to which Officer is entitled to receive from Umpqua, would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such benefit payments shall be reduced to the largest amount that will result in no portion of benefit payments under this Agreement being subject to the excise tax imposed by Section 4999 of the Code. The determination of any reduction in the benefit payments pursuant to the foregoing provisions, shall be made by mutual agreement of Umpqua and Officer or if no agreement is possible, by Umpqua’s accountants.

11.2    Limitation on Severance or Change in Control Benefit. Notwithstanding any other provision in this Agreement, Umpqua shall make no payment of any benefit provided for herein to the extent that such payment would be prohibited by the provisions of Part 359 of the regulations of the Federal Deposit Insurance Corporation (the “FDIC”) as the same may be amended from time to time, and if such payment is so prohibited, Umpqua shall use its best efforts to secure the consent of the FDIC or other applicable banking agencies to make such payments in the highest amount permissible, up to the amount provided for in this Agreement.

11.3    Code Section 409A.

(a)    It is intended that payments and benefits made or provided under this Agreement shall comply with Section 409A of the Code or an exemption thereto. Any payments that qualify for the “short-term deferral” exception, the separation pay exception or another exception under Section 409A of the Code shall be paid under the applicable exception. For purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under this Agreement shall be treated as a separate payment of compensation for purposes of applying the exclusion under Section 409A of the Code for short-term deferral amounts, the separation pay exception or any other exception or exclusion under Section 409A of the Code. All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service” under Section 409A of the Code to the extent necessary in order to avoid the imposition of penalty taxes on Officer pursuant to Section 409A of the Code. In the event the payment of nonqualified deferred compensation subject to Section 409A of the Code is contingent on execution of a release of claims and the designated period to execute the release of claims crosses two taxable years, payment of such nonqualified deferred compensation shall be made in the second taxable year. In no event may Officer, directly or indirectly, designate the calendar year of any payment under this Agreement.

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(b)    Notwithstanding anything to the contrary in this Agreement, all reimbursements and in-kind benefits provided under this Agreement that are subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Officer’s lifetime (or during a shorter period of time specified in this Agreement); (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred; and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(c)     Notwithstanding any other provision of this Agreement to the contrary, if Officer is considered a “specified employee” for purposes of Section 409A of the Code (as determined in accordance with the methodology established by Umpqua as in effect on the date of Officer’s separation from service (as determined in accordance with Section 409A of the Code)), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code that is otherwise due to Officer under this Agreement during the six-month period immediately following Officer’s separation from service on account of Officer’s separation from service shall be accumulated and paid to Officer on the first business day of the seventh month following his separation from service (the “Delayed Payment Date”). If Officer dies during the postponement period, the amounts and entitlements delayed on account of Section 409A of the Code shall be paid either to Officer’s beneficiary or the personal representative of his estate on the first to occur of the Delayed Payment Date or 30 calendar days after the date of Officer’s death.

(d)     Despite any contrary provision of this Agreement, any references to termination of employment or date of termination shall mean and refer to the date of Officer’s “separation from service” as that term is defined in Section 409A of the Code and Treasury regulation Section 1.409A-1(h).

12.EXECUTIVE SEVERANCE PLAN.

12.1    In General. Those provisions of this Agreement (including this Section) related to the Severance Benefit set forth in Section 9 and Change in Control Benefit set forth in Section 10 constitute part of the terms of the Umpqua Executive Severance Plan (the “Executive Severance Plan”) with respect to Officer, and such terms and the general terms of the Executive Severance Plan, if any, established by Umpqua shall comprise the entirety of the Executive Severance Plan as it applies to Officer. Umpqua intends for the Plan to be considered a welfare benefit plan within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and a plan which is unfunded and maintained by Umpqua solely for the purpose of providing benefits for a select group of management or highly compensated employees within the meaning of ERISA Regulation Section 2520.104-24. A copy of the

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Executive Severance Plan (if an Executive Severance Plan separate from or in addition to the terms of this Section 12 is established) will be furnished to Officer upon request.

12.2    Administration of Executive Severance Plan. Umpqua’s Chief Executive Officer and Executive Vice President/Associate Relations are each plan administrators (the “Plan Administrator”) of the Executive Severance Plan and the Plan Administrator shall have the discretionary authority to administer and construe the terms of the Executive Severance Plan, including the authority to decide if Officer is entitled to the Severance Benefit or Change in Control Benefit and the authority to determine if there is Termination For Cause or Termination For Good Reason.

12.3    Claims Procedures. Officer may file a claim for a payment under the Executive Severance Plan by filing a written request for such a payment with the Plan Administrator. If the Plan Administrator prescribes a form for such a claim, the claim must be filed on such form. The claim should be sent to the attention of the Plan Administrator of the Executive Severance Plan at the address set forth for Umpqua in Section 19.

If the Plan Administrator denies the claim, in whole or in part, the Plan Administrator shall notify Officer within 90 days of the Plan Administrator’s receipt of the claim, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. If the Plan Administrator determines that an extension of time is required, written notice of the extension shall be furnished to Officer prior to the termination of the initial 90-day period. Such extension notice shall indicate the special circumstances and the date by which the Plan Administrator expects to issue a determination with respect to the claim. The period of the extension will not exceed 90 days beyond the termination of the original 90-day period. If the Plan Administrator does not provide written notice, Officer may deem the claim denied and seek review according to the appeals procedures set forth below.

The notice of denial of Officer’s claim shall state:

a.    The specific reasons for the denial;

b.    Specific references to pertinent provisions of the Executive Severance Plan on which the denial was based;

c.    A description of any additional material or information needed for Officer to perfect his or her claim and an explanation of why the material or information is needed; and

d.    A statement (1) that Officer may request a review upon written application to the Plan Administrator, review or receive (free of charge) pertinent Plan documents and records, and submit issues and comments in writing, (2) that any appeal that Officer wishes to make of the adverse determination must be in writing to the Plan Administrator within 60 days after Officer receives notice of denial of benefits, and (3) that Officer may bring a civil action under ERISA Section 502(a) following an adverse benefit determination upon review.

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The notice of denial of benefits shall specify that Officer must forward any appeal to the Plan Administrator at the address provided in such notice. The notice may state that failure to appeal the action to the Plan Administrator in writing within the 60 day period will render the determination final, binding and conclusive.

If Officer appeals to the Plan Administrator, Officer may submit in writing whatever issues and comments he or she believes to be pertinent. The Plan Administrator shall reexamine all facts related to the appeal and make a final determination about whether the denial of benefits is justified under the circumstances. The Plan Administrator shall advise Officer in writing of:

a.    Its decision on appeal;

b.    The specific reasons for the decision;

c.    The specific provisions of the Plan on which the decision is based; and

d.    Officer’s right to receive, upon request and free of charge, reasonable access to, and copies of, all relevant documents and records.

Notice of the Plan Administrator’s decision shall be given within 60 days of Officer’s written request for review, unless additional time is required due to special circumstances. In no event shall the Plan Administrator render a decision on an appeal later than 120 days after receiving a request for a review. If the Plan Administrator fails to provide a decision with respect to Officer’s appeal within the 60 (or, if applicable, 120) day period Officer may deem his or her appeal denied and may pursue the arbitration remedy set forth below.

In the event that Officer fails to pursue his or her administrative remedies as set forth above within the specified periods, he or she shall have no further right to the benefits subject to his or her claim and agrees by executing this Agreement that he or she shall have no right to pursue such claim in arbitration or in a court of law.

For purposes of this claims procedure under the Executive Severance Plan, Officer may act through a representative authorized in writing to act on his or her behalf, provided that such authorization is furnished to the Plan Administrator.

In the event that Umpqua denies Officer’s appeal of the denial of his or her claim, in whole or in part, Umpqua and Officer’s may agree to submit the Plan Administrator’s decision to binding arbitration in lieu of Officer’s right to pursue his or her claim in any court of law.

13.NONCOMPETITION.

13.1    Competition Restriction. During Officer’s employment with Umpqua and its affiliates and for the period of time in which Officer is entitled to payment of the Severance Benefit or Change in Control Benefit, Officer shall not engage in any activity as an officer,

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director, owner (except for an ownership of less than three percent of any publicly traded security), employee, consultant, or otherwise of a financial services company (or, to Officer’s knowledge, proposed to be) in competition with Umpqua or its affiliates with an office or doing business within 50 miles of any office or branch of Umpqua or of any of its subsidiaries in existence at the time of termination of Officer’s employment.

13.2    Breach. Notwithstanding any other provision of this Agreement, in the event that Officer breaches any of the restrictive covenants contained in Section 13.1, Officer shall forfeit, and Umpqua and its affiliates shall be immediately released of their obligation to pay or provide, any unpaid Severance Benefit or Change in Control Benefit, and Officer shall be required to immediately return any compensation already paid in respect thereof.

13.3    Subsequent Employer Notification. Officer agrees to give Umpqua, at the time of termination of employment, a declaration under penalty of perjury of the name of Officer’s new employer, if known, or if not known, that subsequent employer is not known. Officer further agrees to disclose to Umpqua, during the period of payment of the Severance Benefit or Change in Control Benefit, the name of any subsequent employer, wherever located and regardless of whether such employer is a competitor of Umpqua.

13.4    Acknowledgment of Notice. Officer acknowledges that she was informed in writing received at least two weeks before the first day of employment that a non-competition agreement is required as a condition of employment.

14.NON-SOLICITATION. During Officer’s employment with Umpqua or its affiliates and for a period of two years following termination of employment (the “Restriction Period”), Officer shall not solicit any customer of Umpqua or of any of its subsidiaries for services or products then provided by Umpqua or any of its subsidiaries. For purposes of this Section, “customers” are defined as (a) all customers serviced by Umpqua or any of Umpqua’s subsidiaries at any time within 12 months before termination of Officer’s employment, (b) all customers and potential customers whom Umpqua or any of Umpqua’s subsidiaries, with the knowledge or participation of Officer, actively solicited at any time within 12 months before termination of Officer’s employment, and (c) all successors, owners, directors, partners and management personnel of the customers just described in (a) and (b).

15.NON-RAIDING OF EMPLOYEES. Officer recognizes that Umpqua’s workforce is a vital part of its business; therefore, Officer agrees that for the Restriction Period, Officer will not to directly or indirectly solicit any employee to leave his or her employment with Umpqua or any of Umpqua’s subsidiaries. This includes that Officer will not (a) disclose to any third party the names, backgrounds or qualifications of any Umpqua or any of Umpqua subsidiary’s employees or otherwise identify them as potential candidates for employment or (b) personally or through any other person approach, recruit, interview or otherwise solicit employees of Umpqua or any of Umpqua’s subsidiaries to work for any other employer. For purposes of this Section, employees include all employees working for Umpqua or any of Umpqua’s subsidiaries at the time of termination of Officer’s employment.

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16.CONFIDENTIAL INFORMATION. The parties acknowledge that in the course of Officer’s duties, Officer will have access to and become familiar with certain proprietary and confidential information of Umpqua and its subsidiaries not known by its actual or potential competitors. Officer acknowledges that such information constitutes valuable, special, and unique assets of Umpqua’s business, even though such information may not be of a technical nature and may not be protected under trade secret or related laws. Officer agrees to hold in a fiduciary capacity and not use for Officer’s benefit, nor reveal, communicate, or divulge during the period of Officer’s employment with Umpqua or at any time thereafter, and in any manner whatsoever, any such data and confidential information of any kind, nature, or description concerning any matters affecting or relating to Umpqua’s business, its customers, or its services, including information developed by Officer, alone or with others, or entrusted to Umpqua by its customers or others, to any person, firm, entity, or company other than Umpqua or persons, firms, entities, or companies designated by Umpqua. Officer agrees that all memoranda, notes, records, papers, customer files, and other documents, and all copies thereof relating to Umpqua’s operations or business, or matters related to any of Umpqua’s customers, some of which may be prepared by Officer, and all objects associated therewith in any way obtained by Officer, shall be Umpqua’s property (“Umpqua Property”). Upon termination or at Umpqua’s request, Officer shall promptly return all Umpqua Property to Umpqua.

17.REASONABLENESS OF RESTRICTION PERIOD; EQUITABLE RELIEF. Officer agrees that Umpqua would not have entered into this Agreement but for the agreements and covenants contained in Sections 13, 14, 15, and 16, and the agreements and covenants contained in Sections 13, 14, 15, and 16 are essential to protect the goodwill and the business of Umpqua. Officer acknowledges and agrees that the restrictive covenants in Sections 13, 14, 15, and 16 are fair and reasonable and are the result of negotiation between Umpqua and Officer (and Officer’s counsel, if Officer has sought the benefit of counsel). Officer further acknowledges and agrees that the covenants and obligations in this Agreement relate to special, unique, and extraordinary matters and that a violation of any of the terms of the covenants and obligations will cause irreparable injury to Umpqua, for which adequate remedies are not available at law. Therefore, Officer agrees that Umpqua shall be entitled to an injunction, restraining order, or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain Officer from committing any violation of the covenants and obligations set forth in Sections 13, 14, 15, and 16 of this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies Umpqua may have at law or in equity. If Umpqua institutes an action to enforce the provisions hereof, Officer hereby waives the claim or defense that an adequate remedy at law is available, and Officer agrees not to urge in any such action the claim or defense that an adequate remedy at law exists.

18.DISPUTE RESOLUTION.

18.1    Arbitration. Except where such matters are deemed governed by ERISA and are subject to Section 12 above, the parties agree to submit any dispute arising under this Agreement to final, binding, private arbitration in Portland, Oregon. The disputes subject to arbitration include not only disputes involving the meaning or performance of the Agreement, but disputes about its negotiation, drafting, or execution. The dispute will be determined by a

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single arbitrator and governed by then-existing rules of arbitration procedure in Multnomah County Circuit Court except as set forth herein. Instead of filing of a civil complaint in Multnomah County Circuit Court, a party will commence the arbitration process by noticing the other party. The parties will choose an arbitrator who specializes in employment conflicts from the arbitration list for Multnomah County Circuit Court. If the parties are unable to agree on an arbitrator within ten days of receipt of the list of arbitrators, each party will select one attorney from the list, and those two attorneys shall select the arbitrator from the list (with each of the two selecting attorneys then concluding their services and each being compensated by the party selecting each attorney, subject to recovery of such fees under Section 18.2). The arbitrator may charge his or her standard arbitration fees rather than the fees prescribed in the Multnomah County Circuit Court arbitration procedures. The arbitrator will have full authority to determine all issues, including arbitrability, to award any remedy, including permanent injunctive relief, and to determine any request for attorneys’ fees, costs and expenses in accordance with Section 18.2. There shall be no right of review in court. The arbitrator’s award may be reduced to final judgment or decree in Multnomah County Circuit Court.

18.2    Expenses/Attorneys’ Fees. The prevailing party shall be awarded all costs and expenses of the proceeding, including, but not limited to, attorneys’ fees, filing and service fees, witness fees, and arbitrators’ fees. If arbitration is commenced, the arbitrator will have full authority and complete discretion to determine the “prevailing party” and the amount of costs and expenses to be awarded.

18.3    Injunctive Relief. Notwithstanding any other provision of this Agreement, an aggrieved party may seek a temporary restraining order or preliminary injunction in Multnomah County Circuit Court to preserve the status quo during the arbitration proceeding, provided however, that the party seeking relief agrees that ultimate resolution of the dispute will still be determined through arbitration and not through court process. The filing of the court action for injunctive relief shall not hinder or delay the arbitration process.

19.NOTICES.All notices, requests, demands, and other communications provided for by this Agreement will be in writing and shall be deemed sufficient upon receipt, when delivered personally or by a nationally-recognized delivery service (such as Federal Express) or three business days after being deposited in the U.S. mail as certified mail, return receipt requested, with postage prepaid, if such notice is properly addressed. Unless otherwise changed in writing, notice shall be properly addressed to Officer if addressed to the address of Officer on Umpqua’s books and records at the time of mailing of such notice, and properly addressed to Umpqua if addressed to Umpqua Bank, Attention: Chief Executive Officer, One S.W. Columbia Street, Suite 1200, Portland, Oregon 97258.

20.BENEFICIARIES.

20.1    Beneficiary Designations. Officer shall designate a beneficiary by filing a written designation with Umpqua. Officer may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by Officer and received by Umpqua during Officer’s lifetime. Officer’s beneficiary designation shall be deemed

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automatically revoked if the beneficiary predeceases Officer or if Officer names a spouse as beneficiary and the marriage is subsequently dissolved. If Officer dies without a valid beneficiary designation, all payments shall be made to Officer’s estate. If Officer dies after the right to receive a Severance Benefit or a Change in Control Benefit arises, but before such benefits are fully paid, the remaining benefits that would otherwise have been payable to Officer shall be paid to Officer’s designated beneficiary or, if there is no such designation, to Officer’s estate, or as otherwise required by applicable law.

20.2    Facility of Payment.If a benefit is payable to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of his or her property, Umpqua may pay such benefit to the guardian, legal representative, or person having the care or custody of such minor, incompetent person or incapable person. Umpqua may require proof of incompetence, minority, or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge Umpqua from all liability with respect to such benefit.

21.GENERAL PROVISIONS.

21.1    Governing Law. The validity, interpretation, construction, and performance of this Agreement shall be governed by ERISA as it relates to the Severance Benefit or Change in Control Benefit as discussed in Section 12 above and otherwise by the laws of the State of Oregon.

21.2    Saving Provision. If any part of this Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law.

21.3    Survival Provision. If any benefits provided in Sections 9 or 10 of this Agreement are still owed, or claims pursuant to Section 12 are still pending, at the time of termination of this Agreement, this Agreement shall continue in force with respect to those obligations or claims, until such benefits are paid in full or claims are resolved in full. The noncompetition, non-solicitation, non-raiding, confidential information, and dispute resolution provisions of this Agreement (Sections 12 through 18) shall survive after termination of this Agreement and shall be enforceable regardless of any claim Officer may have against Umpqua.

21.4    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

21.5    Entire Agreement. This Agreement constitutes the sole agreement of the parties regarding Officer’s benefits in the event of termination or Change in Control and together with Umpqua’s employee handbook governs the terms of Officer’s employment. Where there is a conflict between the employee handbook and this Agreement, the terms of this Agreement shall govern. This Agreement supersedes all prior oral and written agreements between the Officer and

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Umpqua, Sterling or any of their respective affiliates or representatives of Umpqua regarding the subject matters set forth herein.

21.6    Waiver/Amendment. No waiver of any provision of this Agreement shall be valid unless in writing, signed by the party against whom the waiver is sought to be enforced. The waiver of any breach of this Agreement or failure to enforce any provision of this Agreement shall not waive any later breach. This Agreement may only be amended by a writing signed by the parties.

21.7    Assignment. Officer shall not assign or transfer any of Officer’s rights pursuant to this Agreement, wholly or partially, to any other person or to delegate the performance of its duties under the terms of this Agreement. The rights and obligations of Umpqua under this Agreement shall inure to the benefit of and be binding in each and every respect upon the direct and indirect successors and assigns of Umpqua, regardless of the manner in which the successors or assigns succeed to the interests or assets of Umpqua. This Agreement shall not be terminated by the voluntary or involuntary dissolution of Umpqua, by any merger, consolidation or acquisition where Umpqua is not the surviving corporation, by any transfer of all or substantially all of Umpqua’s assets, or by any other change in Umpqua’s structure or the manner in which Umpqua’s business or assets are held. Officer’s employment shall not be deemed terminated upon the occurrence of one of the foregoing events. In the event of any merger, consolidation, or transfer of assets, this Agreement shall be binding upon and shall inure to the benefit of the surviving corporation or the corporation to which the assets are transferred.

22.    NOTICE OF IMMUNITY UNDER THE ECONOMIC ESPIONAGE ACT OF 1996, AS AMENDED BY THE DEFEND TRADE SECRETS ACT OF 2016. Notwithstanding any other provision of this Agreement: (A) Officer will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and (B) if Officer files a lawsuit for retaliation by Umpqua for reporting a suspected violation of law, Officer may disclose Officer’s trade secrets to Officer’s attorney and use the trade secret information in the court proceeding if Officer (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.”

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23.    ADVICE OF COUNSEL. Officer acknowledges that, in executing this Agreement, Officer has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this Agreement. This Agreement shall not be construed against any party by reason of the drafting or preparation hereof.

UMPQUA BANK

By:    /s/ Cort O’Haver                

Cort O’Haver, President and Chief Executive Officer

OFFICER

/s/ Rilla Delorier                

Rilla Delorier

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EX-31.1

EXHIBIT 31.1 

CERTIFICATION OF 

CHIEF EXECUTIVE OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Cort L. O'Haver, certify that:  

1. I have reviewed this quarterly report on Form 10-Q of Umpqua Holdings Corporation; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and  

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm and the audit committee of registrant's board of directors (or persons performing the equivalent functions): 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.  

Date: August 4, 2017

/s/ Cort L. O'Haver

Cort L. O'Haver

President and Chief Executive Officer

Umpqua Holdings Corporation

EX-31.2

EXHIBIT 31.2 

CERTIFICATION OF

PRINCIPAL FINANCIAL OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald L. Farnsworth, certify that:  

1. I have reviewed this quarterly report on Form 10-Q of Umpqua Holdings Corporation; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and  

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm and the audit committee of registrant's board of directors (or persons performing the equivalent functions): 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Date: August 4, 2017

/s/ Ronald L. Farnsworth

Ronald L. Farnsworth

Executive Vice President/Chief Financial Officer and

Principal Financial Officer

Umpqua Holdings Corporation

EX-31.3

EXHIBIT 31.3 

CERTIFICATION OF

PRINCIPAL ACCOUNTING OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Neal T. McLaughlin, certify that:  

1. I have reviewed this quarterly report on Form 10-Q of Umpqua Holdings Corporation; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; 

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)  that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and  

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm and the audit committee of registrant's board of directors (or persons performing the equivalent functions): 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Date: August 4, 2017

/s/ Neal T. McLaughlin

Neal T. McLaughlin

Executive Vice President/Treasurer and

Principal Accounting Officer

Umpqua Holdings Corporation

EX-32

Exhibit 32

CERTIFICATION OF 

CHIEF EXECUTIVE OFFICER, PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER UNDER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 

This certification is given by the undersigned Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer of Umpqua Holdings Corporation (the “registrant”) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Each of the undersigned hereby certifies, with respect to the registrant’s quarterly report on Form 10-Q for the period ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), that: 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the registrant. 

/s/ Cort L. O'Haver

Cort L. O'Haver

President and Chief Executive Officer

Umpqua Holdings Corporation

/s/ Ronald L. Farnsworth

Ronald L. Farnsworth

Executive Vice President/Chief Financial Officer and

Principal Financial Officer

Umpqua Holdings Corporation

/s/ Neal T. McLaughlin

Neal T. McLaughlin

Executive Vice President/Treasurer and

Principal Accounting Officer

Umpqua Holdings Corporation

August 4, 2017

XML

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 31, 2017
Document And Entity Information [Abstract]
Entity Registrant Name	UMPQUA HOLDINGS CORP
Entity Central Index Key	0001077771
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		220,210,196

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
ASSETS
Cash and due from banks (restricted cash of $34,471 and $51,017)	$ 320,027	$ 331,994
Interest bearing cash and temporary investments (restricted cash of $1,962 and $0)	295,937	1,117,438
Total cash and cash equivalents	615,964	1,449,432
Investment securities
Trading, at fair value	11,467	10,964
Available for sale, at fair value	3,132,566	2,701,220
Held to maturity, at amortized cost	4,017	4,216
Loans held for sale, at fair value	451,350	387,318
Loans and leases	18,321,142	17,508,663
Allowance for loan and lease losses	(136,867)	(133,984)
Net loans and leases	18,184,275	17,374,679
Restricted equity securities	45,511	45,528
Premises and equipment, net	288,853	303,882
Goodwill	1,787,651	1,787,651
Other intangible assets, net	33,508	36,886
Residential mortgage servicing rights, at fair value	141,832	142,973
Other real estate owned	4,804	6,738
Bank owned life insurance	303,894	299,673
Deferred tax asset, net	0	34,322
Other assets	252,092	227,637
Total assets	25,257,784	24,813,119
Deposits
Noninterest bearing	6,112,480	5,861,469
Interest bearing	13,347,470	13,159,516
Total deposits	19,459,950	19,020,985
Securities sold under agreements to repurchase	330,189	352,948
Term debt	852,219	852,397
Junior subordinated debentures, at fair value	265,423	262,209
Junior subordinated debentures, at amortized cost	100,770	100,931
Deferred tax liability, net	34,296	0
Other liabilities	256,092	306,854
Total liabilities	21,298,939	20,896,324
COMMITMENTS AND CONTINGENCIES (NOTE 8)
SHAREHOLDERS' EQUITY
Common stock, no par value, shares authorized: 400,000,000 in 2017 and 2016; issued and outstanding: 220,204,515 in 2017 and 220,177,030 in 2016	3,514,094	3,515,299
Retained earnings	454,802	422,839
Accumulated other comprehensive loss	(10,051)	(21,343)
Total shareholders' equity	3,958,845	3,916,795
Total liabilities and shareholders' equity	$ 25,257,784	$ 24,813,119

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Restricted Cash and Cash Equivalents Items [Line Items]
Common stock, par value (in usd per share)	$ 0	$ 0
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	220,204,515	220,177,030
Common stock, shares outstanding (in shares)	220,204,515	220,177,030
Cash And Due From Banks
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 34,471	$ 51,017
Interest Bearing Deposits And Temporary Investments
Restricted Cash and Cash Equivalents Items [Line Items]
Restricted cash	$ 1,962	$ 0

XML

Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
INTEREST INCOME
Interest and fees on loans and leases	$ 212,998	$ 210,290	$ 418,994	$ 428,218
Interest and dividends on investment securities:
Taxable	15,220	11,963	29,151	25,018
Exempt from federal income tax	2,237	2,183	4,479	4,418
Dividends	360	365	748	731
Interest on temporary investments and interest bearing deposits	324	652	1,881	1,132
Total interest income	231,139	225,453	455,253	459,517
INTEREST EXPENSE
Interest on deposits	10,641	8,540	20,289	16,953
Interest on securities sold under agreement to repurchase and federal funds purchased	321	32	351	68
Interest on term debt	3,662	3,848	7,172	8,034
Interest on junior subordinated debentures	4,437	3,835	8,638	7,562
Total interest expense	19,061	16,255	36,450	32,617
Net interest income	212,078	209,198	418,803	426,900
PROVISION FOR LOAN AND LEASE LOSSES	10,657	10,589	22,329	15,412
Net interest income after provision for loan and lease losses	201,421	198,609	396,474	411,488
NON-INTEREST INCOME
Service charges on deposits	15,478	15,667	30,207	30,183
Brokerage revenue	3,903	4,580	8,025	8,674
Residential mortgage banking revenue, net	33,894	36,783	60,728	52,209
Gain on investment securities, net	35	162	33	858
Gain on loan sales, net	3,310	5,640	5,064	8,011
Loss on junior subordinated debentures carried at fair value	(1,572)	(1,572)	(3,127)	(3,144)
BOLI income	2,089	2,152	4,158	4,291
Other income	13,982	11,247	26,256	19,528
Total non-interest income	71,119	74,659	131,344	120,610
NON-INTEREST EXPENSE
Salaries and employee benefits	108,561	107,545	215,034	214,083
Occupancy and equipment, net	36,955	37,850	75,628	76,145
Communications	4,859	5,296	9,963	10,859
Marketing	2,374	3,004	4,107	5,854
Services	11,386	11,529	22,691	22,200
FDIC assessments	4,447	3,693	8,534	7,414
Gain on other real estate owned, net	(457)	(1,457)	(375)	(68)
Intangible amortization	1,689	2,328	3,378	4,888
Merger related expenses	1,640	6,634	2,660	10,084
Goodwill impairment	0	0	0	142
Other expenses	12,567	12,089	25,115	20,899
Total non-interest expense	184,021	188,511	366,735	372,500
Income before provision for income taxes	88,519	84,757	161,083	159,598
Provision for income taxes	31,707	30,470	58,268	57,742
Net income	56,812	54,287	102,815	101,856
Dividends and undistributed earnings allocated to participating securities	14	32	26	61
Net earnings available to common shareholders	$ 56,798	$ 54,255	$ 102,789	$ 101,795
Earnings per common share:
Basic (in usd per share)	$ 0.26	$ 0.25	$ 0.47	$ 0.46
Diluted (in usd per share)	$ 0.26	$ 0.25	$ 0.47	$ 0.46
Weighted average number of common shares outstanding:
Basic (in shares)	220,310	220,421	220,298	220,324
Diluted (in shares)	220,753	220,907	220,790	221,001

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 56,812	$ 54,287	$ 102,815	$ 101,856
Available for sale securities:
Unrealized gains arising during the period	14,321	10,346	18,463	41,997
Income tax expense related to unrealized gains	(5,547)	(4,004)	(7,151)	(16,253)
Reclassification adjustment for net realized gains in earnings	(35)	(162)	(33)	(858)
Income tax expense related to realized gains	14	63	13	332
Other comprehensive income, net of tax	8,753	6,243	11,292	25,218
Comprehensive income	$ 65,565	$ 60,530	$ 114,107	$ 127,074

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Condensed Consolidated Statements of Changes In Shareholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Common Stock	Retained Earnings	Accumulated Other Comprehensive Income (Loss)
Balance, shares at Dec. 31, 2015		220,171,091
Balance, value at Dec. 31, 2015	$ 3,849,334	$ 3,520,591	$ 331,301	$ (2,558)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	232,940		232,940
Other comprehensive loss, net of tax	(18,785)			(18,785)
Stock-based compensation	9,790	$ 9,790
Stock repurchased and retired, shares		(1,117,061)
Stock repurchased and retired, value	(17,708)	$ (17,708)
Issuances of common stock under stock plans and related net tax benefit, shares		1,123,000
Issuances of common stock under stock plans and related net tax benefit, value	2,626	$ 2,626
Cash dividends on common stock	$ (141,402)		(141,402)
Balance, shares at Dec. 31, 2016	220,177,030	220,177,030
Balance, value at Dec. 31, 2016	$ 3,916,795	$ 3,515,299	422,839	(21,343)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	102,815		102,815
Other comprehensive loss, net of tax	11,292			11,292
Stock-based compensation	4,275	$ 4,275
Stock repurchased and retired, shares		(339,012)
Stock repurchased and retired, value	(5,943)	$ (5,943)
Issuances of common stock under stock plans and related net tax benefit, shares		366,497
Issuances of common stock under stock plans and related net tax benefit, value	463	$ 463
Cash dividends on common stock	$ (70,852)		(70,852)
Balance, shares at Jun. 30, 2017	220,204,515	220,204,515
Balance, value at Jun. 30, 2017	$ 3,958,845	$ 3,514,094	$ 454,802	$ (10,051)

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Condensed Consolidated Statements of Changes In Shareholders' Equity (Unaudited) (Parenthetical) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Statement of Stockholders' Equity [Abstract]
Cash dividends on common stock (in usd per share)	$ 0.32	$ 0.64

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 102,815	$ 101,856
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of investment premiums, net	14,717	10,114
Gain on sale of investment securities, net	(33)	(858)
Gain on sale of other real estate owned, net	(482)	(1,530)
Valuation adjustment on other real estate owned	107	1,462
Provision for loan and lease losses	22,329	15,412
Change in cash surrender value of bank owned life insurance	(4,221)	(4,366)
Depreciation, amortization and accretion	29,357	30,059
Loss on sale of premises and equipment	1,004	4,211
Additions to residential mortgage servicing rights carried at fair value	(14,860)	(14,843)
Change in fair value of residential mortgage servicing rights carried at fair value	16,001	34,565
Change in junior subordinated debentures carried at fair value	3,214	3,203
Stock-based compensation	4,275	5,245
Net increase in trading account assets	(503)	(602)
Gain on sale of loans	(61,113)	(80,169)
Change in loans held for sale carried at fair value	(7,074)	(13,809)
Origination of loans held for sale	(1,672,915)	(1,810,425)
Proceeds from sales of loans held for sale	1,672,006	1,972,727
Goodwill impairment	0	142
Change in other assets and liabilities:
Net decrease (increase) in other assets	9,008	(16,958)
Net (decrease) increase in other liabilities	(29,849)	57,836
Net cash provided by operating activities	83,783	293,272
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities available for sale	(725,498)	(247,620)
Proceeds from investment securities available for sale	297,427	319,919
Proceeds from investment securities held to maturity	254	282
Purchases of restricted equity securities	(236,571)	(600)
Redemption of restricted equity securities	236,588	7
Net change in loans and leases	(922,699)	(1,084,966)
Proceeds from sales of loans	98,632	311,669
Net change in premises and equipment	(11,144)	(15,572)
Proceeds from bank owned life insurance death benefits	0	814
Proceeds from sales of other real estate owned	4,937	10,228
Net cash used in investing activities	(1,258,074)	(705,839)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposit liabilities	439,569	552,670
Net (decrease) increase in securities sold under agreements to repurchase	(22,759)	55,674
Proceeds from term debt borrowings	100,000	285,000
Repayment of term debt borrowings	(100,000)	(270,015)
Dividends paid on common stock	(70,507)	(70,528)
Proceeds from stock options exercised	463	778
Repurchase and retirement of common stock	(5,943)	(9,374)
Net cash provided by financing activities	340,823	544,205
Net (decrease) increase in cash and cash equivalents	(833,468)	131,638
Cash and cash equivalents, beginning of period	1,449,432	773,725
Cash and cash equivalents, end of period	615,964	905,363
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest	37,324	35,820
Income taxes	19,392	12,851
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Change in unrealized gains on investment securities available for sale, net of taxes	11,292	25,218
Cash dividend declared on common stock and payable after period-end	35,241	35,296
Transfer of loans to loans held for sale	0	265,741
Change in GNMA mortgage loans recognized due to repurchase option	5,422	(7,881)
Transfer of loans to other real estate owned	2,628	4,546
Transfers from other real estate owned to loans due to internal financing	$ 0	$ 256

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies 

The accounting and financial reporting policies of Umpqua Holdings Corporation conform to accounting principles generally accepted in the United States of America. The accompanying interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.  All material inter-company balances and transactions have been eliminated. The condensed consolidated financial statements have not been audited. A more detailed description of our accounting policies is included in the 2016 Annual Report filed on Form 10-K. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the 2016 Annual Report filed on Form 10-K. All references in this report to "Umpqua," "we," "our," "us," the "Company" or similar references mean Umpqua Holdings Corporation, and include our consolidated subsidiaries where the context so requires. References to "Bank" refer to our subsidiary Umpqua Bank, an Oregon state-chartered commercial bank, and references to "Umpqua Investments" refer to our subsidiary Umpqua Investments, Inc., a registered broker-dealer and investment adviser. The Bank also has a wholly-owned subsidiary, Financial Pacific Leasing Inc., a commercial equipment leasing company. Pivotus Ventures, Inc., a wholly-owned subsidiary of Umpqua Holdings Corporation, focuses on advancing bank innovation by developing new bank platforms that could have a significant impact on the experience and economics of banking.

In preparing these condensed consolidated financial statements, the Company has evaluated events and transactions subsequent to June 30, 2017 for potential recognition or disclosure. In management's opinion, all accounting adjustments necessary to accurately reflect the financial position and results of operations on the accompanying financial statements have been made. These adjustments include normal and recurring accruals considered necessary for a fair and accurate presentation. The results for interim periods are not necessarily indicative of results for the full year or any other interim period.  Certain reclassifications of prior period amounts have been made to conform to current classifications.

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Investment Securities

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

Investment Securities

Investment Securities 

The following tables present the amortized costs, unrealized gains, unrealized losses and approximate fair values of investment securities at June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
AVAILABLE FOR SALE:
Obligations of states and political subdivisions	$	292,528	$	7,091	$	(1,059	)	$	298,560
Residential mortgage-backed securities and collateralized mortgage obligations	2,854,484		5,177		(27,636		)	2,832,025
Investments in mutual funds and other equity securities	1,959		22		—			1,981
	$	3,148,971	$	12,290	$	(28,695	)	$	3,132,566
HELD TO MATURITY:
Residential mortgage-backed securities and collateralized mortgage obligations	$	4,017	$	1,054	$	—		$	5,071
	$	4,017	$	1,054	$	—		$	5,071

(in thousands)	December 31, 2016
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
AVAILABLE FOR SALE:
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	$	1,001	$	—		$	5,217
	$	4,216	$	1,001	$	—		$	5,217

Investment securities that were in an unrealized loss position as of June 30, 2017 and December 31, 2016 are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position.

June 30, 2017
(in thousands)	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
AVAILABLE FOR SALE:
Obligations of states and political subdivisions	$	32,681	$	816	$	6,187	$	243	$	38,868	$	1,059
Residential mortgage-backed securities and collateralized mortgage obligations	1,847,048		23,754		217,245		3,882		2,064,293		27,636
Total temporarily impaired securities	$	1,879,729	$	24,570	$	223,432	$	4,125	$	2,103,161	$	28,695

December 31, 2016
(in thousands)	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
AVAILABLE FOR SALE:
Obligations of states and political 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

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 the published credit ratings of these securities for material rating or outlook changes. As of June 30, 2017, 93% of these securities were rated A3/A- 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 June 30, 2017 are issued or guaranteed by government sponsored enterprises. The unrealized losses on residential mortgage-backed securities and collateralized 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 be settled at a price at least equal to 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 the 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 maturities of investment securities at June 30, 2017: 

(in thousands)	Available For Sale				Held To Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
AMOUNTS MATURING IN:
Three months or less	$	722	$	724	$	—	$	—
Over three months through twelve months	1,272		1,281		—		—
After one year through five years	58,973		59,861		—		—
After five years through ten years	406,007		409,846		19		20
After ten years	2,680,038		2,658,873		3,998		5,051
Other investment securities	1,959		1,981		—		—
	$	3,148,971	$	3,132,566	$	4,017	$	5,071

The following tables present the gross realized gains and losses on the sale of securities available for sale for the three and six months ended June 30, 2017 and 2016:

(in thousands)	Three Months Ended
	June 30, 2017				June 30, 2016
	Gains		Losses		Gains		Losses
Obligations of states and political subdivisions	$	—	$	1	$	275	$	—
Residential mortgage-backed securities and collateralized mortgage obligations	135		99		270		383
	$	135	$	100	$	545	$	383
	Six Months Ended
	June 30, 2017				June 30, 2016
	Gains		Losses		Gains		Losses
Obligations of states and political subdivisions	$	—	$	3	$	971	$	—
Residential mortgage-backed securities and collateralized mortgage obligations	135		99		270		383
	$	135	$	102	$	1,241	$	383

The following table presents, as of June 30, 2017, investment securities which were pledged to secure borrowings, public deposits, and repurchase agreements as permitted or required by law: 

(in thousands)	Amortized		Fair
	Cost		Value
To the Federal Home Loan Bank to secure borrowings	$	502	$	511
To state and local governments to secure public deposits	931,950		932,534
Other securities pledged principally to secure repurchase agreements	423,380		420,042
Total pledged securities	$	1,355,832	$	1,353,087

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Loans and Leases

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

Loans and Leases

Loans and Leases

The following table presents the major types of loans and leases, net of deferred fees and costs, as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30,		December 31,
	2017		2016
Commercial real estate
Non-owner occupied term, net	$	3,401,679	$	3,330,442
Owner occupied term, net	2,593,395		2,599,055
Multifamily, net	2,964,851		2,858,956
Construction & development, net	464,690		463,625
Residential development, net	165,956		142,984
Commercial
Term, net	1,686,597		1,508,780
LOC & other, net	1,153,409		1,116,259
Leases and equipment finance, net	1,082,651		950,588
Residential
Mortgage, net	3,021,331		2,887,971
Home equity loans & lines, net	1,056,848		1,011,844
Consumer & other, net	729,735		638,159
Total loans and leases, net of deferred fees and costs	$	18,321,142	$	17,508,663

The loan balances are net of deferred fees and costs of $73.7 million and $67.7 million as of June 30, 2017 and December 31, 2016, respectively. Net loans also include discounts on acquired loans of $22.6 million and $41.3 million as of June 30, 2017 and December 31, 2016, respectively. As of June 30, 2017, loans totaling $10.6 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 $308.4 million and $368.2 million at June 30, 2017 and December 31, 2016, respectively. The carrying balance of purchased impaired loans was $235.7 million and $280.4 million at June 30, 2017 and December 31, 2016, respectively.

The following tables present the changes in the accretable yield for purchased impaired loans for the three and six months ended June 30, 2017 and 2016:

(in thousands)	Three Months Ended
	June 30,
	2017			2016
Balance, beginning of period	$	86,771		$	114,335
Accretion to interest income	(9,219		)	(9,977		)
Disposals	(4,262		)	(2,748		)
Reclassifications from nonaccretable difference	9,016			9,769
Balance, end of period	$	82,306		$	111,379
	Six Months Ended
	June 30,
	2017			2016
Balance, beginning of period	$	95,579		$	132,829
Accretion to interest income	(18,131		)	(24,175		)
Disposals	(7,549		)	(11,261		)
Reclassifications from nonaccretable difference	12,407			13,986
Balance, end of period	$	82,306		$	111,379

Loans and leases sold 

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 the carrying value of loans and leases sold by major loan type during the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Commercial real estate
Non-owner occupied term, net	$	2,216	$	8,765	$	3,923	$	17,274
Owner occupied term, net	20,547		8,242		27,222		17,903
Multifamily, net	—		400		—		129,830
Commercial
Term, net	3,887		1,426		6,517		2,920
Leases and equipment finance, net	14,620		—		27,113		—
Residential
Mortgage, net	28,793		135,731		28,793		135,731
Total	$	70,063	$	154,564	$	93,568	$	303,658

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Allowance for Loan and Lease Loss and Credit Quality

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

Allowance for Loan and Lease Loss and Credit Quality

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 ("ALLL") 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. 

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. Additionally, Financial Pacific Leasing Inc. considers the additional quantitative and qualitative factors:  migration analysis; a static pool analysis of historic recoveries; and forecasting uncertainties. A migration analysis is a technique used to estimate the likelihood that an account will progress through the various delinquency states and ultimately be charged off.

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 June 30, 2017. 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 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 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. 

Activity in the Allowance for Loan and Lease Losses 

The following tables summarize activity related to the allowance for loan and lease losses by loan and lease portfolio segment for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended June 30, 2017
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	49,006		$	59,117		$	17,966		$	10,203		$	136,292
Charge-offs	(809		)	(10,696		)	(407		)	(2,032		)	(13,944		)
Recoveries	1,457			1,511			113			781			3,862
(Recapture) provision	(2,240		)	10,125			379			2,393			10,657
Balance, end of period	$	47,414		$	60,057		$	18,051		$	11,345		$	136,867
	Three Months Ended June 30, 2016
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	51,450		$	50,781		$	20,897		$	7,115		$	130,243
Charge-offs	(564		)	(9,594		)	(294		)	(2,230		)	(12,682		)
Recoveries	220			1,274			293			1,105			2,892
(Recapture) provision	(522		)	9,894			(750		)	1,967			10,589
Balance, end of period	$	50,584		$	52,355		$	20,146		$	7,957		$	131,042

(in thousands)	Six Months Ended June 30, 2017
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	47,795		$	58,840		$	17,946		$	9,403		$	133,984
Charge-offs	(1,148		)	(20,800		)	(617		)	(4,381		)	(26,946		)
Recoveries	1,857			3,541			310			1,792			7,500
(Recapture) provision	(1,090		)	18,476			412			4,531			22,329
Balance, end of period	$	47,414		$	60,057		$	18,051		$	11,345		$	136,867
	Six Months Ended June 30, 2016
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	54,293		$	47,487		$	22,017		$	6,525		$	130,322
Charge-offs	(1,066		)	(14,249		)	(631		)	(4,586		)	(20,532		)
Recoveries	720			2,447			524			2,149			5,840
(Recapture) provision	(3,363		)	16,670			(1,764		)	3,869			15,412
Balance, end of period	$	50,584		$	52,355		$	20,146		$	7,957		$	131,042

The valuation allowance on purchased impaired loans was increased by provision expense, which includes amounts related to subsequent deterioration of purchased impaired loans of $96,000 for both the three and six months ended June 30, 2017, and $1.4 million for both the three and six months ended June 30, 2016. The valuation allowance on purchased impaired loans was decreased by recaptured provision of $133,000 and $214,000 for the three and six months ended June 30, 2017, respectively, and $71,000 and $847,000 for the three and six months ended June 30, 2016, respectively.

The following tables present the allowance and recorded investment in loans and leases by portfolio segment as of June 30, 2017 and 2016: 

(in thousands)	June 30, 2017
	Commercial						Consumer
	Real Estate		Commercial		Residential		& Other		Total
Allowance for loans and leases:
Collectively evaluated for impairment	$	43,968	$	59,694	$	17,442	$	11,312	$	132,416
Individually evaluated for impairment	712		43		—		—		755
Loans acquired with deteriorated credit quality	2,734		320		609		33		3,696
Total	$	47,414	$	60,057	$	18,051	$	11,345	$	136,867
Loans and leases:
Collectively evaluated for impairment	$	9,359,064	$	3,895,638	$	4,038,611	$	729,260	$	18,022,573
Individually evaluated for impairment	41,053		21,806		—		—		62,859
Loans acquired with deteriorated credit quality	190,454		5,213		39,568		475		235,710
Total	$	9,590,571	$	3,922,657	$	4,078,179	$	729,735	$	18,321,142

(in thousands)	June 30, 2016
	Commercial						Consumer
	Real Estate		Commercial		Residential		& Other		Total
Allowance for loans and leases:
Collectively evaluated for impairment	$	47,427	$	51,466	$	19,351	$	7,885	$	126,129
Individually evaluated for impairment	363		456		—		—		819
Loans acquired with deteriorated credit quality	2,794		433		795		72		4,094
Total	$	50,584	$	52,355	$	20,146	$	7,957	$	131,042
Loans and leases:
Collectively evaluated for impairment	$	9,139,255	$	3,412,760	$	3,821,080	$	596,460	$	16,969,555
Individually evaluated for impairment	34,906		19,929		—		—		54,835
Loans acquired with deteriorated credit quality	269,799		9,397		50,810		844		330,850
Total	$	9,443,960	$	3,442,086	$	3,871,890	$	597,304	$	17,355,240

Summary of Reserve for Unfunded Commitments Activity 

The following table presents a summary of activity in the RUC and unfunded commitments for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	3,495	$	3,482	$	3,611	$	3,574
Net charge to other expense	321		49		205		(43		)
Balance, end of period	$	3,816	$	3,531	$	3,816	$	3,531

(in thousands)
	Total
Unfunded loan and lease commitments:
June 30, 2017	$	4,479,108
June 30, 2016	$	4,006,031

Asset Quality and Non-Performing 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 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. 

Non-Accrual Loans and Leases and Loans and Leases Past Due

The following tables summarize our non-accrual loans and leases and loans and leases past due, by loan and lease class, as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		Greater than 90 Days and Accruing		Total Past Due		Non-Accrual		Current & Other (1)		Total Loans and Leases
Commercial real estate
Non-owner occupied term, net	$	1,015	$	959	$	32	$	2,006	$	3,632	$	3,396,041	$	3,401,679
Owner occupied term, net	3,150		926		—		4,076		6,313		2,583,006		2,593,395
Multifamily, net	522		—		—		522		376		2,963,953		2,964,851
Construction & development, net	—		—		—		—		—		464,690		464,690
Residential development, net	—		—		—		—		—		165,956		165,956
Commercial
Term, net	195		2		—		197		4,726		1,681,674		1,686,597
LOC & other, net	476		1,507		—		1,983		2,038		1,149,388		1,153,409
Leases and equipment finance, net	6,700		5,849		1,508		14,057		9,481		1,059,113		1,082,651
Residential
Mortgage, net (2)	12		4,727		38,389		43,128		—		2,978,203		3,021,331
Home equity loans & lines, net	1,246		246		2,984		4,476		—		1,052,372		1,056,848
Consumer & other, net	2,796		825		617		4,238		—		725,497		729,735
Total, net of deferred fees and costs	$	16,112	$	15,041	$	43,530	$	74,683	$	26,566	$	18,219,893	$	18,321,142

(1) Other includes purchased credit impaired loans of $235.7 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 $16.3 million at June 30, 2017.

(in thousands)	December 31, 2016
	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		Greater than 90 Days and Accruing		Total Past Due		Non-Accrual		Current & Other (1)		Total Loans and Leases
Commercial real estate
Non-owner occupied term, net	$	718	$	1,027	$	1,047	$	2,792	$	2,100	$	3,325,550	$	3,330,442
Owner occupied term, net	974		4,539		1		5,514		4,391		2,589,150		2,599,055
Multifamily, net	—		—		—		—		476		2,858,480		2,858,956
Construction & development, net	—		—		—		—		—		463,625		463,625
Residential development, net	—		—		—		—		—		142,984		142,984
Commercial
Term, net	319		233		—		552		6,880		1,501,348		1,508,780
LOC & other, net	1,673		27		—		1,700		4,998		1,109,561		1,116,259
Leases and equipment finance, net	5,343		6,865		1,808		14,016		8,920		927,652		950,588
Residential
Mortgage, net (2)	10		3,114		33,703		36,827		—		2,851,144		2,887,971
Home equity loans & lines, net	289		848		2,080		3,217		—		1,008,627		1,011,844
Consumer & other, net	3,261		1,185		587		5,033		—		633,126		638,159
Total, net of deferred fees 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.

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 June 30, 2017 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 as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Unpaid		Recorded Investment
	Principal		Without		With		Related
	Balance		Allowance		Allowance		Allowance
Commercial real estate
Non-owner occupied term, net	$	18,907	$	2,110	$	16,673	$	345
Owner occupied term, net	10,483		3,677		6,387		110
Multifamily, net	4,002		377		3,519		86
Construction & development, net	1,091		—		1,091		25
Residential development, net	7,219		—		7,219		146
Commercial
Term, net	21,976		6,574		10,009		41
LOC & other, net	5,579		2,038		2,911		2
Leases and equipment finance, net	274		274		—		—
Total, net of deferred fees and costs	$	69,531	$	15,050	$	47,809	$	755

(in thousands)	December 31, 2016
	Unpaid		Recorded Investment
	Principal		Without		With		Related
	Balance		Allowance		Allowance		Allowance
Commercial real estate
Non-owner occupied term, net	$	19,797	$	278	$	19,116	$	524
Owner occupied term, net	8,467		1,768		6,445		131
Multifamily, net	4,015		476		3,520		123
Construction & development, net	1,091		—		1,091		9
Residential development, net	7,304		—		7,304		72
Commercial
Term, net	16,875		5,982		3,239		8
LOC & other, net	8,279		4,755		—		—
Total, net of deferred fees and costs	$	65,828	$	13,259	$	40,715	$	867

The following tables summarize our average recorded investment and interest income recognized on impaired loans by loan class for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended				Three Months Ended
	June 30, 2017				June 30, 2016
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
Commercial real estate
Non-owner occupied term, net	$	17,743	$	149	$	12,361	$	132
Owner occupied term, net	10,746		66		6,451		33
Multifamily, net	3,901		31		3,904		30
Construction & development, net	1,091		11		1,701		21
Residential development, net	7,221		75		7,778		80
Commercial
Term, net	12,697		119		19,019		40
LOC & other, net	5,515		38		3,084		20
Leases and equipment finance, net	370		—		—		—
Total, net of deferred fees and costs	$	59,284	$	489	$	54,298	$	356

(in thousands)	Six Months Ended				Six Months Ended
	June 30, 2017				June 30, 2016
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
Commercial real estate
Non-owner occupied term, net	$	16,752	$	298	$	10,935	$	195
Owner occupied term, net	9,322		127		9,137		86
Multifamily, net	3,924		61		3,673		60
Construction & development, net	1,238		22		1,335		40
Residential development, net	7,370		150		7,905		161
Commercial
Term, net	14,079		154		21,672		113
LOC & other, net	4,960		50		3,237		40
Leases and equipment finance, net	246		—		—		—
Total, net of deferred fees and costs	$	57,891	$	862	$	57,894	$	695

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 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 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. 

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 impairedwhen, 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 tables summarize our internal risk rating by loan and lease class for the loan and lease portfolio, including purchased credit impaired loans, as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Pass/Watch		Special Mention		Substandard		Doubtful		Loss		Impaired (1)		Total
Commercial real estate
Non-owner occupied term, net	$	3,298,489	$	41,571	$	41,523	$	145	$	1,168	$	18,783	$	3,401,679
Owner occupied term, net	2,476,143		53,530		51,533		653		1,472		10,064		2,593,395
Multifamily, net	2,937,224		11,217		12,514		—		—		3,896		2,964,851
Construction & development, net	461,099		—		2,500		—		—		1,091		464,690
Residential development, net	157,548		—		1,189		—		—		7,219		165,956
Commercial
Term, net	1,638,555		14,510		16,137		10		802		16,583		1,686,597
LOC & other, net	1,097,943		20,194		30,323		—		—		4,949		1,153,409
Leases and equipment finance, net	1,058,839		6,700		5,849		9,767		1,222		274		1,082,651
Residential
Mortgage, net (2)	2,948,765		2,770		68,481		—		1,315		—		3,021,331
Home equity loans & lines, net	1,050,235		2,150		3,962		—		501		—		1,056,848
Consumer & other, net	725,458		3,622		581		—		74		—		729,735
Total, net of deferred fees and costs	$	17,850,298	$	156,264	$	234,592	$	10,575	$	6,554	$	62,859	$	18,321,142

(1) The percentage of impaired loans classified as pass/watch, special mention, and substandard was 6.8%, 1.7% and 91.5%, respectively, as of June 30, 2017.

(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 $16.3 million at June 30, 2017, which is included in the substandard category.

(in thousands)	December 31, 2016
	Pass/Watch		Special Mention		Substandard		Doubtful		Loss		Impaired (1)		Total
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	2,466,247		75,189		46,781		972		1,653		8,213		2,599,055
Multifamily, net	2,828,370		11,903		14,687		—		—		3,996		2,858,956
Construction & development, net	458,328		1,712		2,494		—		—		1,091		463,625
Residential development, net	134,491		—		1,189		—		—		7,304		142,984
Commercial
Term, net	1,458,699		15,716		24,678		119		347		9,221		1,508,780
LOC & other, net	1,063,305		10,565		37,387		3		244		4,755		1,116,259
Leases and equipment finance, net	927,378		5,614		6,866		9,752		978		—		950,588
Residential
Mortgage, net (2)	2,830,547		1,803		53,607		—		2,014		—		2,887,971
Home equity loans & lines, net	1,006,647		1,490		2,727		—		980		—		1,011,844
Consumer & other, net	633,098		4,446		527		—		88		—		638,159
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%, 82.5%, and 2.9%, respectively, as of December 31, 2016.

(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, which is included in the substandard category.

Troubled Debt Restructurings 

At June 30, 2017 and December 31, 2016, impaired loans of $52.9 million and $40.7 million, respectively, were classified as accruing restructured loans. 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 newly 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 June 30, 2017 and December 31, 2016. 

The following tables present troubled debt restructurings by accrual versus non-accrual status and by loan class as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Accrual		Non-Accrual		Total
	Status		Status		Modifications
Commercial real estate, net	$	30,410	$	—	$	30,410
Commercial, net	15,545		257		15,802
Residential, net	6,906		—		6,906
Total, net of deferred fees and costs	$	52,861	$	257	$	53,118

(in thousands)	December 31, 2016
	Accrual		Non-Accrual		Total
	Status		Status		Modifications
Commercial real estate, net	$	30,563	$	—	$	30,563
Commercial, net	3,054		3,345		6,399
Residential, net	7,050		—		7,050
Total, net of deferred fees and costs	$	40,667	$	3,345	$	44,012

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 three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended June 30, 2017
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial, net	$	—	$	—	$	—	$	—	$	9,874	$	9,874
Residential, net	—		—		—		—		881		881
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	10,755	$	10,755
	Three Months Ended June 30, 2016
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial real estate, net	$	—	$	—	$	—	$	—	$	5,450	$	5,450
Commercial, net	—		—		—		—		3,396		3,396
Residential, net	—		—		—		—		596		596
Consumer & other, net	—		—		—		—		77		77
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	9,519	$	9,519

	Six Months Ended June 30, 2017
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial, net	$	—	$	—	$	—	$	—	$	12,793	$	12,793
Residential, net	—				—		—		1,134		1,134
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	13,927	$	13,927
(in thousands)	Six Months Ended June 30, 2016
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial real estate, net	$	—	$	—	$	—	$	—	$	5,659	$	5,659
Commercial, net	—		—		—		—		3,396		3,396
Residential, net	—		—		—		—		728		728
Consumer & other, net	—		—		—		—		77		77
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	9,860	$	9,860

For the periods presented in the tables above, the outstanding recorded investment was the same pre and post modification. There were $118,000 in financing receivables modified as troubled debt restructurings within the previous 12 months for which there was a payment default during the six months ended June 30, 2017 and $227,000 for the three and six months ended June 30, 2016. There were none in the three months ended June 30, 2017.

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Goodwill and Other Intangible Assets

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

Goodwill totaled $1.8 billion as of June 30, 2017 and December 31, 2016, and represents the excess of the total acquisition price paid over the fair value of the assets acquired, net of the fair values of liabilities assumed. Goodwill is not amortized but is evaluated for impairment on an annual basis at December 31 of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. No events or circumstances since the December 31, 2016 annual impairment test were noted that would indicate it was more likely than not a goodwill impairment exists.

The following table summarizes the changes in the Company's other intangible assets for the year ended December 31, 2016, and the six months ended June 30, 2017.

(in thousands)	Other Intangible Assets
	Gross		Accumulated Amortization			Net
Balance, December 31, 2015	$	113,471	$	(67,963	)	$	45,508
Amortization	—		(8,622		)	(8,622		)
Balance, December 31, 2016	113,471		(76,585		)	36,886
Amortization	—		(3,378		)	(3,378		)
Balance, June 30, 2017	$	113,471	$	(79,963	)	$	33,508

Core deposit intangible asset's values were determined by an analysis of the cost differential between the core deposits inclusive of estimated servicing costs and alternative funding sources for core deposits acquired through acquisitions. The core deposit intangible assets are amortized on an accelerated basis over a period of approximately 10 years.

The table below presents the forecasted amortization expense for other intangible assets acquired in all mergers:

(in thousands)
Year	Expected Amortization
Remainder of 2017	$	3,378
2018	6,166
2019	5,618
2020	4,986
2021	4,520
Thereafter	8,840
	$	33,508

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Residential Mortgage Servicing Rights

6 Months Ended

Jun. 30, 2017

Transfers and Servicing [Abstract]

Residential Mortgage Servicing Rights

Residential Mortgage Servicing Rights 

The following table presents the changes in the Company's residential mortgage servicing rights ("MSR"), which are carried at fair value, for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Balance, beginning of period	$	142,344		$	117,172		$	142,973		$	131,817
Additions for new MSR capitalized	7,819			8,863			14,860			14,843
Changes in fair value:
Due to changes in model inputs or assumptions(1)	(4,573		)	(6,836		)	(8,179		)	(17,087		)
Other(2)	(3,758		)	(7,104		)	(7,822		)	(17,478		)
Balance, end of period	$	141,832		$	112,095		$	141,832		$	112,095

(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 June 30, 2017 and December 31, 2016 is as follows: 

(dollars in thousands)	June 30, 2017			December 31, 2016
Balance of loans serviced for others	$	14,797,242		$	14,327,368
MSR as a percentage of serviced loans	0.96		%	1.00		%

The amount of contractually specified servicing fees, late fees and ancillary fees earned, recorded in residential mortgage banking revenue, was $9.8 million and $19.7 million for the three and six months ended June 30, 2017, respectively, as compared to $8.6 million and $16.3 million for the three and six months ended June 30, 2016, respectively. 

Key assumptions used in measuring the fair value of the MSR as of June 30, 2017 and December 31, 2016 were as follows: 

	June 30, 2017		December 31, 2016
Constant prepayment rate	13.59	%	11.43	%
Discount rate	9.70	%	9.69	%
Weighted average life (years)	5.6		6.6

A sensitivity analysis of the current fair value to changes in discount and prepayment speed assumptions as of June 30, 2017 and December 31, 2016 is as follows:

(in thousands)	June 30, 2017			December 31, 2016
Constant prepayment rate
Effect on fair value of a 10% adverse change	$	(6,052	)	$	(6,075	)
Effect on fair value of a 20% adverse change	$	(11,645	)	$	(11,720	)
Discount rate
Effect on fair value of a 100 basis point adverse change	$	(5,001	)	$	(5,817	)
Effect on fair value of a 200 basis point adverse change	$	(9,633	)	$	(11,118	)

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.

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Junior Subordinated Debentures

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Junior Subordinated Debentures

Junior Subordinated Debentures 

Following is information about the Company's wholly-owned trusts ("Trusts") as of June 30, 2017:  

(dollars in thousands)		Issued		Carrying			Effective
Trust Name	Issue Date	Amount		Value (1)		Rate (2)	Rate (3)	Maturity Date
AT FAIR VALUE:
Umpqua Statutory Trust II	October 2002	$	20,619	$	15,928	Floating rate, LIBOR plus 3.35%, adjusted quarterly	5.85%	October 2032
Umpqua Statutory Trust III	October 2002	30,928		24,050		Floating rate, LIBOR plus 3.45%, adjusted quarterly	5.96%	November 2032
Umpqua Statutory Trust IV	December 2003	10,310		7,594		Floating rate, LIBOR plus 2.85%, adjusted quarterly	5.44%	January 2034
Umpqua Statutory Trust V	December 2003	10,310		7,541		Floating rate, LIBOR plus 2.85%, adjusted quarterly	5.63%	March 2034
Umpqua Master Trust I	August 2007	41,238		25,451		Floating rate, LIBOR plus 1.35%, adjusted quarterly	4.21%	September 2037
Umpqua Master Trust IB	September 2007	20,619		14,517		Floating rate, LIBOR plus 2.75%, adjusted quarterly	5.68%	December 2037
Sterling Capital Trust III	April 2003	14,433		11,611		Floating rate, LIBOR plus 3.25%, adjusted quarterly	5.49%	April 2033
Sterling Capital Trust IV	May 2003	10,310		8,209		Floating rate, LIBOR plus 3.15%, adjusted quarterly	5.44%	May 2033
Sterling Capital Statutory Trust V	May 2003	20,619		16,434		Floating rate, LIBOR plus 3.25%, adjusted quarterly	5.70%	June 2033
Sterling Capital Trust VI	June 2003	10,310		8,174		Floating rate, LIBOR plus 3.20%, adjusted quarterly	5.61%	September 2033
Sterling Capital Trust VII	June 2006	56,702		36,182		Floating rate, LIBOR plus 1.53%, adjusted quarterly	4.34%	June 2036
Sterling Capital Trust VIII	September 2006	51,547		33,143		Floating rate, LIBOR plus 1.63%, adjusted quarterly	4.47%	December 2036
Sterling Capital Trust IX	July 2007	46,392		28,852		Floating rate, LIBOR plus 1.40%, adjusted quarterly	4.10%	October 2037
Lynnwood Financial Statutory Trust I	March 2003	9,279		7,330		Floating rate, LIBOR plus 3.15%, adjusted quarterly	5.63%	March 2033
Lynnwood Financial Statutory Trust II	June 2005	10,310		6,888		Floating rate, LIBOR plus 1.80%, adjusted quarterly	4.56%	June 2035
Klamath First Capital Trust I	July 2001	15,464		13,519		Floating rate, LIBOR plus 3.75%, adjusted semiannually	5.84%	July 2031
		$	379,390	$	265,423
AT AMORTIZED COST:
HB Capital Trust I	March 2000	$	5,310	$	6,022	10.875%	8.66%	March 2030
Humboldt Bancorp Statutory Trust I	February 2001	5,155		5,683		10.200%	8.57%	February 2031
Humboldt Bancorp Statutory Trust II	December 2001	10,310		11,083		Floating rate, LIBOR plus 3.60%, adjusted quarterly	4.04%	December 2031
Humboldt Bancorp Statutory Trust III	September 2003	27,836		29,888		Floating rate, LIBOR plus 2.95%, adjusted quarterly	3.49%	September 2033
CIB Capital Trust	November 2002	10,310		10,978		Floating rate, LIBOR plus 3.45%, adjusted quarterly	3.95%	November 2032
Western Sierra Statutory Trust I	July 2001	6,186		6,186		Floating rate, LIBOR plus 3.58%, adjusted quarterly	4.75%	July 2031
Western Sierra Statutory Trust II	December 2001	10,310		10,310		Floating rate, LIBOR plus 3.60%, adjusted quarterly	4.87%	December 2031
Western Sierra Statutory Trust III	September 2003	10,310		10,310		Floating rate, LIBOR plus 2.90%, adjusted quarterly	4.06%	September 2033
Western Sierra Statutory Trust IV	September 2003	10,310		10,310		Floating rate, LIBOR plus 2.90%, adjusted quarterly	4.06%	September 2033
		96,037		100,770
	Total	$	475,427	$	366,193

(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 June 30, 2017. 

The Trusts are reflected as junior subordinated debentures in the Condensed Consolidated Balance Sheets.  The common stock issued by the Trusts is recorded in other assets in the Condensed Consolidated Balance Sheets, and totaled $14.3 million at June 30, 2017 and December 31, 2016. As of June 30, 2017, 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 Financial Corporation ("Sterling"). Refer to Note 14 for discussion of the rationale for election of fair value and the approach used to fair value the selected junior subordinated debentures.

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 was $1.6 million and $3.1 million for the three and six months ended June 30, 2017, respectively, and $1.6 million and $3.1 million for the three and six months ended June 30, 2016, respectively.

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies 

Lease Commitments — As of June 30, 2017, the Bank leased 248 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 three and six months ended June 30, 2017 was $9.5 million and $19.2 million, respectively, and for the three and six months ended June 30, 2016 was $9.5 million and $19.2 million, respectively. Rent expense was partially offset by rent income of $494,000 and $1.0 million for the three and six months ended June 30, 2017, respectively, and $502,000 and $1.0 million for the three and six months ended June 30, 2016, respectively.

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)	As of June 30, 2017
Commitments to extend credit	$	4,406,220
Forward sales commitments	$	672,175
Commitments to originate residential mortgage loans held for sale	$	450,644
Standby letters of credit	$	72,888

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 Condensed 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. 

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 financial guarantees written 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 not required to perform on any financial guarantees during the three and six months ended June 30, 2017 and June 30, 2016. At June 30, 2017, approximately $53.9 million of standby letters of credit expire within one year, and $19.0 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. The Bank recorded approximately $310,000 and $464,000 in fees associated with standby letters of credit during the three and six months ended June 30, 2017, respectively, compared to $262,000 and $372,000 for the three and six months ended June 30, 2016, respectively.  

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 June 30, 2017, the Company had a residential mortgage loan repurchase reserve liability of $1.1 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 June 30, 2017, the Bank has recorded a liability for the loans subject to this repurchase right of $16.3 million, and has recorded these loans as part of the loan portfolio as if we had repurchased these loans.

Legal Proceedings—Umpqua is involved in legal proceedings occurring in the ordinary course of business. Based on information currently available, advice of counsel and available insurance coverage, we believe that the eventual outcome of actions against the Company or its subsidiaries will not, individually or in the aggregate, have a material adverse effect on our consolidated financial condition. However, it is possible that the ultimate resolution of a matter, if unfavorable, may be material to our results of operations for any particular period.

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 75% of the Bank's loan and lease portfolio at June 30, 2017 and 76% at December 31, 2016.  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.

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Derivatives

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives 

The Bank may use derivatives to hedge the risk of changes in the fair values of interest rate lock commitments and residential mortgage loans held for sale. 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 the three and six months ended June 30, 2017 and 2016.  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 June 30, 2017, the Bank had commitments to originate mortgage loans held for sale totaling $450.6 million and forward sales commitments of $672.2 million, which are used to hedge both on-balance sheet and off-balance sheet exposures. 

The Bank executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies.  Those interest rate swaps are simultaneously hedged by offsetting the interest rate swaps that the Bank executes with a third party, such that the Bank minimizes its net risk exposure. As of June 30, 2017, the Bank had 592 interest rate swaps with an aggregate notional amount of $2.7 billion related to this program.  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 June 30, 2017 and December 31, 2016, 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 $4.3 million and $34.9 million, respectively.  The Bank has collateral posting requirements for initial margin with its clearing members and clearing houses and has been required to post collateral against its obligations under these agreements of $34.4 million and $50.3 million as of June 30, 2017 and December 31, 2016, respectively. 

Effective in the first quarter of 2017, the Chicago Mercantile Exchange and London Clearing House amended their respective rulebooksto legally characterize variation margin payments, for derivative contracts that are referred to as settled-to-market (STM), as settlements of the derivative’s mark-to-market exposure and not collateral. Based on these changes, Umpqua has treated the variation margin as a settlement, which has resulted in a decrease in our cash collateral, and a corresponding decrease in our derivative asset and liability. As of June 30, 2017, the variation margin was $32.6 million. The change was applied prospectively so prior period balances have not been adjusted.

The Bank incorporates credit valuation adjustments ("CVA") to appropriately reflect nonperformance risk in the fair value measurement of its derivatives. As of June 30, 2017 and December 31, 2016, the net CVA decreased the settlement values of the Bank's net derivative assets by $1.7 million and $241,000, respectively.

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 table summarizes the types of derivatives, separately by assets and liabilities, and the fair values of such derivatives as of June 30, 2017 and December 31, 2016:  

(in thousands)	Asset Derivatives				Liability Derivatives
Derivatives not designated	June 30,		December 31,		June 30,		December 31,
as hedging instrument	2017		2016		2017		2016
Interest rate lock commitments	$	4,746	$	4,076	$	—	$	—
Interest rate forward sales commitments	1,792		8,054		913		1,318
Interest rate swaps	35,280		34,701		4,348		34,871
Foreign currency derivatives	210		670		399		874
Total	$	42,028	$	47,501	$	5,660	$	37,063

The following table summarizes the types of derivatives and the gains (losses) recorded during the three and six months ended June 30, 2017 and 2016:  

(in thousands)	Three Months Ended						Six Months Ended
Derivatives not designated	June 30,						June 30,
as hedging instrument	2017			2016			2017			2016
Interest rate lock commitments	$	(1,549	)	$	2,774		$	670		$	7,398
Interest rate forward sales commitments	(3,872		)	(9,923		)	(6,605		)	(21,020		)
Interest rate swaps	(756		)	(1,493		)	(1,483		)	(3,286		)
Foreign currency derivatives	356			332			765			593
Total	$	(5,821	)	$	(8,310	)	$	(6,653	)	$	(16,315	)

The gains and losses on the Company's mortgage banking derivatives are included in mortgage banking revenue. The gains and losses on the Company's interest rate swaps and foreign currency derivatives are included in other income.

The following table summarizes the derivatives that have a right of offset as of June 30, 2017 and December 31, 2016:

(in thousands)							Gross Amounts Not Offset in the Statement of Financial Position
	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		Financial Instruments			Collateral Posted			Net Amount
June 30, 2017
Derivative Assets
Interest rate swaps	$	35,280	$	—	$	35,280	$	(4,348	)	$	—		$	30,932
Foreign currency derivatives	210		—		210		—			—			210
Derivative Liabilities
Interest rate swaps	$	4,348	$	—	$	4,348	$	(4,348	)	$	—		$	—
Foreign currency derivatives	399		—		399		—			—			399
December 31, 2016
Derivative Assets
Interest rate swaps	$	34,701	$	—	$	34,701	$	(11,225	)	$	—		$	23,476
Foreign currency derivatives	670		—		670		—			—			670
Derivative Liabilities
Interest rate swaps	$	34,871	$	—	$	34,871	$	(11,225	)	$	(23,646	)	$	—
Foreign currency derivatives	874		—		874		—			—			874

The above table represents the impact of the changes to the derivative clearing rules that treat the variation margin as a settlement.

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Shareholders' Equity and Stock Compensation

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Shareholders' Equity and Stock Compensation

Shareholders' Equity and Stock Compensation

The Company has a share repurchase plan, which allows the Company to repurchase shares from time to time subject to a maximum number of shares over the life of the plan. In May 2017, the Company repurchased 225,000 shares for a total of $3.9 million.

Stock-Based Compensation 

The compensation cost related to stock options, restricted stock and restricted stock units in Company stock granted to employees and included in salaries and employee benefits was $1.2 million and $3.7 million, respectively, for the three and six months ended June 30, 2017, as compared to $1.6 million and $4.7 million, respectively, for the three and six months ended June 30, 2016. The total income tax benefit recognized related to stock-based compensation was $464,000 and $1.4 million, respectively, for the three and six months ended June 30, 2017, as compared to $638,000 and $1.8 million, respectively, for the three and six months ended June 30, 2016. 

The following table summarizes information about stock option activity for the six months endedJune 30, 2017: 

(in thousands, except per share data)	Six Months Ended June 30, 2017
					Weighted-Avg
	Options		Weighted-Avg		Remaining Contractual	Aggregate
	Outstanding		Exercise Price		Term (Years)	Intrinsic Value
Balance, beginning of period	219		$	15.74
Granted/assumed	—		$	—
Exercised	(34	)	$	13.60
Forfeited/expired	(50	)	$	26.12
Balance, end of period	135		$	12.42	2.96	$	800
Options exercisable, end of period	131		$	12.43	2.88	$	774

The total intrinsic value (which is the amount by which the stock price exceeded the exercise price on the date of exercise) of options exercised during the three and six months ended June 30, 2017 was $29,000 and $141,000, respectively, as compared to the three and six months ended June 30, 2016 of $46,000 and $178,000, respectively.

During the three and six months ended June 30, 2017, the amount of cash received from the exercise of stock options was $233,000 and $269,000, respectively, as compared to the three and six months ended June 30, 2016 of $34,000 and $67,000, respectively. Total consideration was $233,000 and $463,000, respectively, for the three and six months ended June 30, 2017 as compared to the three and six months ended June 30, 2016 of $142,000 and $778,000, respectively.

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 six months endedJune 30, 2017:  

(in thousands, except per share data)	Six Months Ended June 30, 2017
	Restricted		Weighted
	Shares		Average Grant
	Outstanding		Date Fair Value
Balance, beginning of period	1,096		$	15.61
Granted	601		$	18.16
Vested/released	(286	)	$	16.21
Forfeited/expired	(78	)	$	16.67
Balance, end of period	1,333		$	16.57

The total fair value of restricted shares vested and released during the three and six months ended June 30, 2017 was $632,000 and $5.2 million, respectively, as compared to the three and six months ended June 30, 2016 of $6.9 million and $11.3 million, respectively. 

The Company granted restricted stock units in connection with the acquisition of Sterling as replacement awards. 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 unit activity for the six months endedJune 30, 2017: 

(in thousands, except per share data)	Six Months Ended June 30, 2017
	Restricted		Weighted
	Stock Units		Average Grant
	Outstanding		Date Fair Value
Balance, beginning of period	78		$	18.58
Assumed	—		$	—
Released	(46	)	$	18.58
Forfeited/expired	(4	)	$	18.58
Balance, end of period	28		$	18.58

The total fair value of restricted stock units vested and released during the three and six months ended June 30, 2017 was $770,000 and $811,000, respectively, as compared to the three and six months ended June 30, 2016 of $1.8 million and $2.1 million, respectively. 

As of June 30, 2017, there was $7,000 of total unrecognized compensation cost related to nonvested stock options which is expected to be recognized over a weighted-average period of 0.47 years.  As of June 30, 2017, there was $12.7 million of total unrecognized compensation cost related to nonvested restricted stock awards which is expected to be recognized over a weighted-average period of 1.80 years, assuming expected performance conditions are met for certain awards. As of June 30, 2017, there was $771,000 of total unrecognized compensation cost related to nonvested restricted stock units which is expected to be recognized over a weighted-average period of 0.65 years. 

For the three and six months ended June 30, 2017, the Company received income tax benefits of $554,000 and $2.4 million, respectively, as compared to the three and six months ended June 30, 2016 of $3.4 million and $5.3 million, respectively, related to the exercise of non-qualified employee stock options, disqualifying dispositions on the exercise of incentive stock options, the vesting of restricted shares and the vesting of restricted stock units. The tax deficiency or benefit is recorded as income tax expense or benefit in the period the shares are vested.

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Income Taxes

6 Months Ended

Jun. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes 

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, as well as in the majority of states and in Canada. As of June 30, 2017, the Company has a net deferred tax liability of $34.3 million, which includes $15.6 million of net operating loss ("NOL") carry-forwards. The Company believes it is more likely than not that it will be able to fully realize the benefit of its 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 against the deferred tax assets relating to these NOL and tax credit carry-forwards. 

The Company had gross unrecognized tax benefits of $3.1 million as of June 30, 2017.  If recognized, the unrecognized tax benefit would reduce the 2017 annual effective tax rate by 0.6%.  During the three and six months ended June 30, 2017, the Company accrued $21,000 and $27,000, respectively, of interest relating to its liability for unrecognized tax benefits.  Interest on unrecognized tax benefits is reported by the Company as a component of tax expense.  As of June 30, 2017, the accrued interest related to unrecognized tax benefits was $381,000.

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Earnings Per Common Share

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

Earnings Per Common Share

Earnings Per Common Share

Nonvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of earnings per share 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 earnings is allocated between the common stock and participating securities pursuant to the two-class method.  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, restricted stock awards and restricted stock units are the only 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. 

The following is a computation of basic and diluted earnings per common share for the three and six months ended June 30, 2017 and 2016: 

(in thousands, except per share data)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
NUMERATORS:
Net income	$	56,812	$	54,287	$	102,815	$	101,856
Less:
Dividends and undistributed earnings allocated to participating securities (1)	14		32		26		61
Net earnings available to common shareholders	$	56,798	$	54,255	$	102,789	$	101,795
DENOMINATORS:
Weighted average number of common shares outstanding - basic	220,310		220,421		220,298		220,324
Effect of potentially dilutive common shares (2)	443		486		492		677
Weighted average number of common shares outstanding - diluted	220,753		220,907		220,790		221,001
EARNINGS PER COMMON SHARE:
Basic	$	0.26	$	0.25	$	0.47	$	0.46
Diluted	$	0.26	$	0.25	$	0.47	$	0.46

(1) Represents dividends paid and undistributed earnings allocated to certain 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 three and six months ended June 30, 2017 and 2016. 

(in thousands)	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2017	2016	2017	2016
Stock options	—	50	18	107
Restricted stock	—	1	—	—

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Segment Information

6 Months Ended

Jun. 30, 2017

Segment Reporting [Abstract]

Segment Information

Segment Information 

In the first quarter of 2017, the Company realigned its operating segments based on changes in its internal reporting structure to align with the change in the Company's Chief Operating Decision Maker. The Company now reports four primary segments: Commercial Bank, Wealth Management, Retail Bank, and Home Lending with the remainder as Corporate and other. The prior periods have been restated to reflect current presentation of segments.

The Commercial Bank segment includes lending, treasury and cash management services and customer risk management products to small businesses, middle market and larger commercial customers and includes the operations of Financial Pacific Leasing Inc., a commercial leasing company. The Wealth Management segment consists of the operations of Umpqua Investments, which offers a full range of retail brokerage and investment advisory services and products to its clients who consist primarily of individual investors, and Umpqua Private Bank, which serves high net worth individuals with liquid investable assets and provides customized financial solutions and offerings. The Retail Bank segment includes retail lending and deposit services for customers served through the Bank's store network. The Home Lending segment originates, sells and services residential mortgage loans. The Corporate and other segment includes activities that are not directly attributable to one of the four principal lines of business and includes the operations of Pivotus Ventures, Inc. and the parent company, eliminations and the economic impact of certain assets, capital and support functions not specifically identifiable within the other lines of business.

Management monitors the Company's results using an internal performance measurement accounting system, which provides line of business results and key performance measures. A primary objective of this profitability measurement system and related internal financial reporting practices are designed to produce consistent results that reflect the underlying economics of the businesses, and to support strategic objectives and analysis based on how management views the business. Various methodologies employed within this system to measure performance are based on management's judgment or other subjective factors. Consequently, the information presented is not necessarily comparable with similar information for other financial institutions.

This system uses various techniques to assign balance sheet and income statement amounts to the business segments, including internal funds transfer pricing, allocations of income, expense, the provision for credit losses, and capital.  The application and development of these management reporting methodologies is a dynamic process and is subject to periodic enhancements. As these enhancements are made, financial results presented by each reportable segment may be periodically revised retrospectively, if material.

Funds transfer pricing is used in the determination of net interest income reported by assigning a cost for funds used or credit for funds provided to all assets and liabilities within each business segment. In general, assets and liabilities are match-funded based on their maturity or repricing characteristics, adjusted for estimated prepayments if applicable. The value of funds provided or cost of funds used by the business segments is priced at rates that approximate wholesale market rates of the Company for funds with similar duration and re-pricing characteristics. Market rates are generally based on LIBOR or interest rate swap rates, plus consideration of the Company’s incremental credit spread/cost of borrowing. As a result, the business segments are generally insulated from changes in interest rates. This method of funds transfer pricing also serves to transfer interest rate risk to Treasury, which is contained within the Corporate & Other segment. However, the business segments have some latitude to retain certain interest rate exposures related to customer pricing decisions that are within overall Corporate guidelines.

Noninterest income and expenses directly attributable to a business segment are directly recorded within that business unit. To better analyze the total financial performance of each business unit and to consider the total cost to support a segment, management allocates centrally provided support services and other corporate overhead to the business segments based on various methodologies. Examples of these type of expense overhead pools include information technology, operations, human resources, finance, risk management, credit administration, legal, and marketing. Expense allocations are based on actual usage where practicably calculated or by management’s estimate of such usage. Example of typical expense allocation drivers include number of employees, loan or deposits average balances or counts, origination or transaction volumes, credit quality related indicators, noninterest expense, or other identified drivers.

The provision for loan and lease losses is based on the methodology consistent with our process to estimate our consolidated allowance.  The provision for credit losses incorporates the actual net charge-offs recognized related to loans contained within each business segment.  The residual provision for credit losses to arrive at the consolidated provision for credit losses is included in Corporate and Other.

The provision for income taxes is allocated to business segments using a 37% effective tax rate. The residual income tax expense or benefit arising from tax planning strategies or other tax attributes to arrive at the consolidated effective tax rate is retained in Corporate and Other.

Summarized financial information concerning the Company's reportable segments and the reconciliation to the consolidated financial results is shown in the following tables: 

(in thousands)	Three Months Ended June 30, 2017
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Net interest income	$	106,307	$	5,402	$	69,464	$	9,234	$	21,671		$	212,078
Provision (recapture) for loan and lease losses	7,784		175		2,852		260		(414		)	10,657
Non-interest income	14,986		4,479		15,670		34,637		1,347			71,119
Non-interest expense	53,112		8,732		72,084		40,542		9,551			184,021
Income before income taxes	60,397		974		10,198		3,069		13,881			88,519
Provision for income taxes	22,347		360		3,773		1,136		4,091			31,707
Net income	$	38,050	$	614	$	6,425	$	1,933	$	9,790		$	56,812
(in thousands)	Six Months Ended June 30, 2017
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Net interest income	$	210,062	$	10,642	$	135,953	$	19,270	$	42,876		$	418,803
Provision for loan and lease losses	16,893		375		4,668		287		106			22,329
Non-interest income	27,460		9,227		30,501		61,517		2,639			131,344
Non-interest expense	106,525		17,205		143,778		79,696		19,531			366,735
Income before income taxes	114,104		2,289		18,008		804		25,878			161,083
Provision for income taxes	42,218		847		6,663		297		8,243			58,268
Net income	$	71,886	$	1,442	$	11,345	$	507	$	17,635		$	102,815

(in thousands)	Three Months Ended June 30, 2016
	Commercial Bank		Wealth Management		Retail Bank		Home Lending			Corporate & Other		Consolidated
Net interest income	$	104,206	$	5,214	$	61,222	$	10,325		$	28,231	$	209,198
Provision (recapture) for loan and lease losses	9,460		74		1,432		(963		)	586		10,589
Non-interest income	11,148		5,158		15,919		40,945			1,489		74,659
Non-interest expense	49,664		9,328		72,988		43,160			13,371		188,511
Income before income taxes	56,230		970		2,721		9,073			15,763		84,757
Provision for income taxes	20,805		359		1,007		3,357			4,942		30,470
Net income	$	35,425	$	611	$	1,714	$	5,716		$	10,821	$	54,287
	Six Months Ended June 30, 2016
	Commercial Bank		Wealth Management		Retail Bank		Home Lending			Corporate & Other		Consolidated
Net interest income	$	208,005	$	10,568	$	123,600	$	19,192		$	65,535	$	426,900
Provision (recapture) for loan and lease losses	12,776		368		3,578		(2,498		)	1,188		15,412
Non-interest income	20,270		9,719		30,631		56,688			3,302		120,610
Non-interest expense	100,027		18,682		146,503		81,483			25,805		372,500
Income (loss) before income taxes	115,472		1,237		4,150		(3,105		)	41,844		159,598
Provision (benefit) for income taxes	42,725		458		1,536		(1,149		)	14,172		57,742
Net income (loss)	$	72,747	$	779	$	2,614	$	(1,956	)	$	27,672	$	101,856

(in thousands)	June 30, 2017
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Total assets	$	13,362,082	$	437,709	$	2,012,254	$	3,411,380	$	6,034,359		$	25,257,784
Total loans and leases	$	13,179,056	$	424,442	$	1,942,451	$	2,795,809	$	(20,616	)	$	18,321,142
Total deposits	$	3,358,218	$	980,497	$	12,402,937	$	258,697	$	2,459,601		$	19,459,950

(in thousands)	December 31, 2016
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Total assets	$	12,829,249	$	437,058	$	1,893,433	$	3,243,600	$	6,409,779		$	24,813,119
Total loans and leases	$	12,640,383	$	415,737	$	1,806,554	$	2,685,181	$	(39,192	)	$	17,508,663
Total deposits	$	3,288,837	$	1,011,454	$	12,032,906	$	229,358	$	2,458,430		$	19,020,985

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Fair Value Measurement

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurement

Fair Value Measurement 

The following table presents estimated fair values of the Company's financial instruments as of June 30, 2017 and December 31, 2016, whether or not recognized or recorded at fair value in the Condensed Consolidated Balance Sheets:  

(in thousands)		June 30, 2017				December 31, 2016
		Carrying		Fair		Carrying		Fair
	Level	Value		Value		Value		Value
FINANCIAL ASSETS:
Cash and cash equivalents	1	$	615,964	$	615,964	$	1,449,432	$	1,449,432
Trading securities	1,2	11,467		11,467		10,964		10,964
Investment securities available for sale	2	3,132,566		3,132,566		2,701,220		2,701,220
Investment securities held to maturity	3	4,017		5,071		4,216		5,217
Loans held for sale	2	451,350		451,350		387,318		387,318
Loans and leases, net	3	18,184,275		18,166,230		17,374,679		17,385,156
Restricted equity securities	1	45,511		45,511		45,528		45,528
Residential mortgage servicing rights	3	141,832		141,832		142,973		142,973
Bank owned life insurance assets	1	303,894		303,894		299,673		299,673
Derivatives	2,3	42,028		42,028		47,501		47,501
Visa Class B common stock	3	—		71,046		—		59,107
FINANCIAL LIABILITIES:
Deposits	1,2	$	19,459,950	$	19,456,321	$	19,020,985	$	19,016,330
Securities sold under agreements to repurchase	2	330,189		330,189		352,948		352,948
Term debt	2	852,219		847,076		852,397		844,377
Junior subordinated debentures, at fair value	3	265,423		265,423		262,209		262,209
Junior subordinated debentures, at amortized cost	3	100,770		78,586		100,931		77,640
Derivatives	2	5,660		5,660		37,063		37,063

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 June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
Description	Total		Level 1		Level 2		Level 3
FINANCIAL ASSETS:
Trading securities
Obligations of states and political subdivisions	$	57	$	—	$	57	$	—
Equity securities	11,410		11,410		—		—
Investment securities available for sale
Obligations of states and political subdivisions	298,560		—		298,560		—
Residential mortgage-backed securities and collateralized mortgage obligations	2,832,025		—		2,832,025		—
Investments in mutual funds and other equity securities	1,981		—		1,981		—
Loans held for sale, at fair value	451,350		—		451,350		—
Residential mortgage servicing rights, at fair value	141,832		—		—		141,832
Derivatives
Interest rate lock commitments	4,746		—		—		4,746
Interest rate forward sales commitments	1,792		—		1,792		—
Interest rate swaps	35,280		—		35,280		—
Foreign currency derivative	210		—		210		—
Total assets measured at fair value	$	3,779,243	$	11,410	$	3,621,255	$	146,578
FINANCIAL LIABILITIES:
Junior subordinated debentures, at fair value	$	265,423	$	—	$	—	$	265,423
Derivatives
Interest rate forward sales commitments	913		—		913		—
Interest rate swaps	4,348		—		4,348		—
Foreign currency derivative	399		—		399		—
Total liabilities measured at fair value	$	271,083	$	—	$	5,660	$	265,423

(in thousands)	December 31, 2016
Description	Total		Level 1		Level 2		Level 3
FINANCIAL ASSETS:
Trading securities
Obligations of states and political subdivisions	$	662	$	—	$	662	$	—
Equity securities	10,302		10,302		—		—
Investment securities available for sale
Obligations of states and political subdivisions	307,697		—		307,697		—
Residential mortgage-backed securities and collateralized mortgage obligations	2,391,553		—		2,391,553		—
Investments in mutual funds and other equity securities	1,970		—		1,970		—
Loans held for sale, at fair value	387,318		—		387,318		—
Residential mortgage servicing rights, at fair value	142,973		—		—		142,973
Derivatives
Interest rate lock commitments	4,076		—		—		4,076
Interest rate forward sales commitments	8,054		—		8,054		—
Interest rate swaps	34,701		—		34,701		—
Foreign currency derivative	670		—		670		—
Total assets measured at fair value	$	3,289,976	$	10,302	$	3,132,625	$	147,049
FINANCIAL LIABILITIES:
Junior subordinated debentures, at fair value	$	262,209	$	—	$	—	$	262,209
Derivatives
Interest rate forward sales commitments	1,318		—		1,318		—
Interest rate swaps	34,871		—		34,871		—
Foreign currency derivative	874		—		874		—
Total liabilities measured at fair value	$	299,272	$	—	$	37,063	$	262,209

The following methods were used to estimate the fair value of each class of financial instrument in the tables above: 

Cash and Cash Equivalents— For short-term instruments, including noninterest bearing cash 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. 

Residential Mortgage Servicing Rights— The fair value of mortgage servicing rights 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 Assets— Fair values of insurance policies owned are based on the insurance contract's cash surrender value. 

Visa Inc. 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 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 June 30, 2017, 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.   

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 inputs, 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 June 30, 2017: 

Financial Instrument	Valuation Technique	Unobservable Input	Weighted Average
Residential mortgage servicing rights	Discounted cash flow
		Constant Prepayment Rate	13.59%
		Discount Rate	9.70%
Interest rate lock commitment	Internal Pricing Model
		Pull-through rate	87.30%
Junior subordinated debentures	Discounted cash flow
		Credit Spread	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 June 30, 2017, 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).

The following tables provide a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three and six months ended June 30, 2017 and 2016: 

(in thousands)
Three Months Ended June 30,	Beginning Balance		Change included in earnings			Purchases and issuances		Sales and settlements			Ending Balance		Net change in unrealized gains or (losses) relating to items held at end of period
2017
Residential mortgage servicing rights	$	142,344	$	(8,331	)	$	7,819	$	—		$	141,832	$	(4,268	)
Interest rate lock commitment, net	6,294		580			11,315		(13,443		)	4,746		4,746
Junior subordinated debentures, at fair value	263,605		4,872			—		(3,054		)	265,423		4,872
2016
Residential mortgage servicing rights	$	117,172	$	(13,940	)	$	8,863	$	—		$	112,095	$	(12,134	)
Interest rate lock commitment, net	8,255		1,677			16,319		(15,223		)	11,028		11,028
Junior subordinated debentures, at fair value	256,917		4,380			—		(2,637		)	258,660		4,380

(in thousands)
Six Months Ended June 30,	Beginning Balance		Change included in earnings			Purchases and issuances		Sales and settlements			Ending Balance		Net change in unrealized gains or (losses) relating to items held at end of period
2017
Residential mortgage servicing rights	$	142,973	$	(16,001	)	$	14,860	$	—		$	141,832	$	(8,224	)
Interest rate lock commitment, net	4,076		1,377			21,964		(22,671		)	4,746		4,746
Junior subordinated debentures, at fair value	262,209		9,552			—		(6,338		)	265,423		9,552
2016
Residential mortgage servicing rights	$	131,817	$	(34,565	)	$	14,843	$	—		$	112,095	$	(31,961	)
Interest rate lock commitment, net	3,631		3,721			31,282		(27,606		)	11,028		11,028
Junior subordinated debentures, at fair value	255,457		8,674			—		(5,471		)	258,660		8,674

Changes in residential mortgage servicing rights 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 in 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, typically on collateral dependent loans. 

Fair Value of Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

The following tables present 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)	June 30, 2017
	Total		Level 1		Level 2		Level 3
Loans and leases	$	39,448	$	—	$	—	$	39,448
Other real estate owned	86		—		—		86
	$	39,534	$	—	$	—	$	39,534

(in thousands)	December 31, 2016
	Total		Level 1		Level 2		Level 3
Loans and leases	$	25,753	$	—	$	—	$	25,753
Other real estate owned	2,612		—		—		2,612
	$	28,365	$	—	$	—	$	28,365

The following table presents the losses resulting from nonrecurring fair value adjustments for the three and six months ended June 30, 2017 and 2016:  

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Loans and leases	$	11,914	$	7,091	$	23,156	$	13,170
Other real estate owned	40		39		107		1,462
Total loss from nonrecurring measurements	$	11,954	$	7,130	$	23,263	$	14,632

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 amounts above represent 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. 

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 June 30, 2017 and December 31, 2016:

(in thousands)

June 30, 2017

December 31, 2016

Fair Value

Fair Value

Aggregate

Less Aggregate

Aggregate

Less Aggregate

Unpaid

Unpaid

Unpaid

Unpaid

Fair

Principal

Principal

Fair

Principal

Principal

Value

Balance

Balance

Value

Balance

Balance

Loans held for sale

$

451,350

$

435,931

$

15,419

$

387,318

$

378,974

$

8,344

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 Condensed Consolidated Statements of Income. For the three and six months ended June 30, 2017, the Company recorded a net increase in fair value of $2.2 million and $7.1 million, respectively. For the three and six months ended June 30, 2016, the Company recorded a net increase in fair value of $8.9 million and $13.8 million, respectively.

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.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Derivatives

Derivatives 

The Bank may use derivatives to hedge the risk of changes in the fair values of interest rate lock commitments and residential mortgage loans held for sale. 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.

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Investment Securities (Tables)

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

Amortized Cost, Unrealized Gains And Losses, And Fair Value Of Investment Securities

The following tables present the amortized costs, unrealized gains, unrealized losses and approximate fair values of investment securities at June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
AVAILABLE FOR SALE:
Obligations of states and political subdivisions	$	292,528	$	7,091	$	(1,059	)	$	298,560
Residential mortgage-backed securities and collateralized mortgage obligations	2,854,484		5,177		(27,636		)	2,832,025
Investments in mutual funds and other equity securities	1,959		22		—			1,981
	$	3,148,971	$	12,290	$	(28,695	)	$	3,132,566
HELD TO MATURITY:
Residential mortgage-backed securities and collateralized mortgage obligations	$	4,017	$	1,054	$	—		$	5,071
	$	4,017	$	1,054	$	—		$	5,071

(in thousands)	December 31, 2016
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
AVAILABLE FOR SALE:
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	$	1,001	$	—		$	5,217
	$	4,216	$	1,001	$	—		$	5,217

Schedule Of Fair Value And Unrealized Losses Of Securities

June 30, 2017
(in thousands)	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
AVAILABLE FOR SALE:
Obligations of states and political subdivisions	$	32,681	$	816	$	6,187	$	243	$	38,868	$	1,059
Residential mortgage-backed securities and collateralized mortgage obligations	1,847,048		23,754		217,245		3,882		2,064,293		27,636
Total temporarily impaired securities	$	1,879,729	$	24,570	$	223,432	$	4,125	$	2,103,161	$	28,695

December 31, 2016
(in thousands)	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
AVAILABLE FOR SALE:
Obligations of states and political 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

Schedule Of Maturities Of Investment Securities

The following table presents the maturities of investment securities at June 30, 2017: 

(in thousands)	Available For Sale				Held To Maturity
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
AMOUNTS MATURING IN:
Three months or less	$	722	$	724	$	—	$	—
Over three months through twelve months	1,272		1,281		—		—
After one year through five years	58,973		59,861		—		—
After five years through ten years	406,007		409,846		19		20
After ten years	2,680,038		2,658,873		3,998		5,051
Other investment securities	1,959		1,981		—		—
	$	3,148,971	$	3,132,566	$	4,017	$	5,071

Gross Realized Gains And Losses On Sales Of Available-For-Sale Securities

The following tables present the gross realized gains and losses on the sale of securities available for sale for the three and six months ended June 30, 2017 and 2016:

(in thousands)	Three Months Ended
	June 30, 2017				June 30, 2016
	Gains		Losses		Gains		Losses
Obligations of states and political subdivisions	$	—	$	1	$	275	$	—
Residential mortgage-backed securities and collateralized mortgage obligations	135		99		270		383
	$	135	$	100	$	545	$	383
	Six Months Ended
	June 30, 2017				June 30, 2016
	Gains		Losses		Gains		Losses
Obligations of states and political subdivisions	$	—	$	3	$	971	$	—
Residential mortgage-backed securities and collateralized mortgage obligations	135		99		270		383
	$	135	$	102	$	1,241	$	383

Investment Securities Pledged To Secure Borrowings And Public Deposits

The following table presents, as of June 30, 2017, investment securities which were pledged to secure borrowings, public deposits, and repurchase agreements as permitted or required by law: 

(in thousands)	Amortized		Fair
	Cost		Value
To the Federal Home Loan Bank to secure borrowings	$	502	$	511
To state and local governments to secure public deposits	931,950		932,534
Other securities pledged principally to secure repurchase agreements	423,380		420,042
Total pledged securities	$	1,355,832	$	1,353,087

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Loans and Leases (Tables)

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

Schedule Of Major Types Of Non-Covered Loans

The following table presents the major types of loans and leases, net of deferred fees and costs, as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30,		December 31,
	2017		2016
Commercial real estate
Non-owner occupied term, net	$	3,401,679	$	3,330,442
Owner occupied term, net	2,593,395		2,599,055
Multifamily, net	2,964,851		2,858,956
Construction & development, net	464,690		463,625
Residential development, net	165,956		142,984
Commercial
Term, net	1,686,597		1,508,780
LOC & other, net	1,153,409		1,116,259
Leases and equipment finance, net	1,082,651		950,588
Residential
Mortgage, net	3,021,331		2,887,971
Home equity loans & lines, net	1,056,848		1,011,844
Consumer & other, net	729,735		638,159
Total loans and leases, net of deferred fees and costs	$	18,321,142	$	17,508,663

Certain Loans Acquired in Transfer Not Accounted for as Debt Securities

The following tables present the changes in the accretable yield for purchased impaired loans for the three and six months ended June 30, 2017 and 2016:

(in thousands)	Three Months Ended
	June 30,
	2017			2016
Balance, beginning of period	$	86,771		$	114,335
Accretion to interest income	(9,219		)	(9,977		)
Disposals	(4,262		)	(2,748		)
Reclassifications from nonaccretable difference	9,016			9,769
Balance, end of period	$	82,306		$	111,379
	Six Months Ended
	June 30,
	2017			2016
Balance, beginning of period	$	95,579		$	132,829
Accretion to interest income	(18,131		)	(24,175		)
Disposals	(7,549		)	(11,261		)
Reclassifications from nonaccretable difference	12,407			13,986
Balance, end of period	$	82,306		$	111,379

Summary of Loans and Leases Sold

The following table summarizes the carrying value of loans and leases sold by major loan type during the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Commercial real estate
Non-owner occupied term, net	$	2,216	$	8,765	$	3,923	$	17,274
Owner occupied term, net	20,547		8,242		27,222		17,903
Multifamily, net	—		400		—		129,830
Commercial
Term, net	3,887		1,426		6,517		2,920
Leases and equipment finance, net	14,620		—		27,113		—
Residential
Mortgage, net	28,793		135,731		28,793		135,731
Total	$	70,063	$	154,564	$	93,568	$	303,658

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Allowance for Loan and Lease Loss and Credit Quality (Tables)

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

Activity In The Non-Covered Allowance For Loan And Lease Losses

The following tables summarize activity related to the allowance for loan and lease losses by loan and lease portfolio segment for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended June 30, 2017
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	49,006		$	59,117		$	17,966		$	10,203		$	136,292
Charge-offs	(809		)	(10,696		)	(407		)	(2,032		)	(13,944		)
Recoveries	1,457			1,511			113			781			3,862
(Recapture) provision	(2,240		)	10,125			379			2,393			10,657
Balance, end of period	$	47,414		$	60,057		$	18,051		$	11,345		$	136,867
	Three Months Ended June 30, 2016
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	51,450		$	50,781		$	20,897		$	7,115		$	130,243
Charge-offs	(564		)	(9,594		)	(294		)	(2,230		)	(12,682		)
Recoveries	220			1,274			293			1,105			2,892
(Recapture) provision	(522		)	9,894			(750		)	1,967			10,589
Balance, end of period	$	50,584		$	52,355		$	20,146		$	7,957		$	131,042

(in thousands)	Six Months Ended June 30, 2017
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	47,795		$	58,840		$	17,946		$	9,403		$	133,984
Charge-offs	(1,148		)	(20,800		)	(617		)	(4,381		)	(26,946		)
Recoveries	1,857			3,541			310			1,792			7,500
(Recapture) provision	(1,090		)	18,476			412			4,531			22,329
Balance, end of period	$	47,414		$	60,057		$	18,051		$	11,345		$	136,867
	Six Months Ended June 30, 2016
	Commercial									Consumer
	Real Estate			Commercial			Residential			& Other			Total
Balance, beginning of period	$	54,293		$	47,487		$	22,017		$	6,525		$	130,322
Charge-offs	(1,066		)	(14,249		)	(631		)	(4,586		)	(20,532		)
Recoveries	720			2,447			524			2,149			5,840
(Recapture) provision	(3,363		)	16,670			(1,764		)	3,869			15,412
Balance, end of period	$	50,584		$	52,355		$	20,146		$	7,957		$	131,042

The valuation allowance on purchased impaired loans was increased by provision expense, which includes amounts related to subsequent deterioration of purchased impaired loans of $96,000 for both the three and six months ended June 30, 2017, and $1.4 million for both the three and six months ended June 30, 2016. The valuation allowance on purchased impaired loans was decreased by recaptured provision of $133,000 and $214,000 for the three and six months ended June 30, 2017, respectively, and $71,000 and $847,000 for the three and six months ended June 30, 2016, respectively.

The following tables present the allowance and recorded investment in loans and leases by portfolio segment as of June 30, 2017 and 2016: 

(in thousands)	June 30, 2017
	Commercial						Consumer
	Real Estate		Commercial		Residential		& Other		Total
Allowance for loans and leases:
Collectively evaluated for impairment	$	43,968	$	59,694	$	17,442	$	11,312	$	132,416
Individually evaluated for impairment	712		43		—		—		755
Loans acquired with deteriorated credit quality	2,734		320		609		33		3,696
Total	$	47,414	$	60,057	$	18,051	$	11,345	$	136,867
Loans and leases:
Collectively evaluated for impairment	$	9,359,064	$	3,895,638	$	4,038,611	$	729,260	$	18,022,573
Individually evaluated for impairment	41,053		21,806		—		—		62,859
Loans acquired with deteriorated credit quality	190,454		5,213		39,568		475		235,710
Total	$	9,590,571	$	3,922,657	$	4,078,179	$	729,735	$	18,321,142

(in thousands)	June 30, 2016
	Commercial						Consumer
	Real Estate		Commercial		Residential		& Other		Total
Allowance for loans and leases:
Collectively evaluated for impairment	$	47,427	$	51,466	$	19,351	$	7,885	$	126,129
Individually evaluated for impairment	363		456		—		—		819
Loans acquired with deteriorated credit quality	2,794		433		795		72		4,094
Total	$	50,584	$	52,355	$	20,146	$	7,957	$	131,042
Loans and leases:
Collectively evaluated for impairment	$	9,139,255	$	3,412,760	$	3,821,080	$	596,460	$	16,969,555
Individually evaluated for impairment	34,906		19,929		—		—		54,835
Loans acquired with deteriorated credit quality	269,799		9,397		50,810		844		330,850
Total	$	9,443,960	$	3,442,086	$	3,871,890	$	597,304	$	17,355,240

Schedule of Reserve for Unfunded Commitments

The following table presents a summary of activity in the RUC and unfunded commitments for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Balance, beginning of period	$	3,495	$	3,482	$	3,611	$	3,574
Net charge to other expense	321		49		205		(43		)
Balance, end of period	$	3,816	$	3,531	$	3,816	$	3,531

(in thousands)
	Total
Unfunded loan and lease commitments:
June 30, 2017	$	4,479,108
June 30, 2016	$	4,006,031

Non-Covered Non-Accrual Loans And Loans Past Due

The following tables summarize our non-accrual loans and leases and loans and leases past due, by loan and lease class, as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		Greater than 90 Days and Accruing		Total Past Due		Non-Accrual		Current & Other (1)		Total Loans and Leases
Commercial real estate
Non-owner occupied term, net	$	1,015	$	959	$	32	$	2,006	$	3,632	$	3,396,041	$	3,401,679
Owner occupied term, net	3,150		926		—		4,076		6,313		2,583,006		2,593,395
Multifamily, net	522		—		—		522		376		2,963,953		2,964,851
Construction & development, net	—		—		—		—		—		464,690		464,690
Residential development, net	—		—		—		—		—		165,956		165,956
Commercial
Term, net	195		2		—		197		4,726		1,681,674		1,686,597
LOC & other, net	476		1,507		—		1,983		2,038		1,149,388		1,153,409
Leases and equipment finance, net	6,700		5,849		1,508		14,057		9,481		1,059,113		1,082,651
Residential
Mortgage, net (2)	12		4,727		38,389		43,128		—		2,978,203		3,021,331
Home equity loans & lines, net	1,246		246		2,984		4,476		—		1,052,372		1,056,848
Consumer & other, net	2,796		825		617		4,238		—		725,497		729,735
Total, net of deferred fees and costs	$	16,112	$	15,041	$	43,530	$	74,683	$	26,566	$	18,219,893	$	18,321,142

(1) Other includes purchased credit impaired loans of $235.7 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 $16.3 million at June 30, 2017.

(in thousands)	December 31, 2016
	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		Greater than 90 Days and Accruing		Total Past Due		Non-Accrual		Current & Other (1)		Total Loans and Leases
Commercial real estate
Non-owner occupied term, net	$	718	$	1,027	$	1,047	$	2,792	$	2,100	$	3,325,550	$	3,330,442
Owner occupied term, net	974		4,539		1		5,514		4,391		2,589,150		2,599,055
Multifamily, net	—		—		—		—		476		2,858,480		2,858,956
Construction & development, net	—		—		—		—		—		463,625		463,625
Residential development, net	—		—		—		—		—		142,984		142,984
Commercial
Term, net	319		233		—		552		6,880		1,501,348		1,508,780
LOC & other, net	1,673		27		—		1,700		4,998		1,109,561		1,116,259
Leases and equipment finance, net	5,343		6,865		1,808		14,016		8,920		927,652		950,588
Residential
Mortgage, net (2)	10		3,114		33,703		36,827		—		2,851,144		2,887,971
Home equity loans & lines, net	289		848		2,080		3,217		—		1,008,627		1,011,844
Consumer & other, net	3,261		1,185		587		5,033		—		633,126		638,159
Total, net of deferred fees 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.

Non-Covered Impaired Loans

The following tables summarize our average recorded investment and interest income recognized on impaired loans by loan class for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended				Three Months Ended
	June 30, 2017				June 30, 2016
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
Commercial real estate
Non-owner occupied term, net	$	17,743	$	149	$	12,361	$	132
Owner occupied term, net	10,746		66		6,451		33
Multifamily, net	3,901		31		3,904		30
Construction & development, net	1,091		11		1,701		21
Residential development, net	7,221		75		7,778		80
Commercial
Term, net	12,697		119		19,019		40
LOC & other, net	5,515		38		3,084		20
Leases and equipment finance, net	370		—		—		—
Total, net of deferred fees and costs	$	59,284	$	489	$	54,298	$	356

(in thousands)	Six Months Ended				Six Months Ended
	June 30, 2017				June 30, 2016
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
Commercial real estate
Non-owner occupied term, net	$	16,752	$	298	$	10,935	$	195
Owner occupied term, net	9,322		127		9,137		86
Multifamily, net	3,924		61		3,673		60
Construction & development, net	1,238		22		1,335		40
Residential development, net	7,370		150		7,905		161
Commercial
Term, net	14,079		154		21,672		113
LOC & other, net	4,960		50		3,237		40
Leases and equipment finance, net	246		—		—		—
Total, net of deferred fees and costs	$	57,891	$	862	$	57,894	$	695

The following tables summarize our impaired loans by loan class as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Unpaid		Recorded Investment
	Principal		Without		With		Related
	Balance		Allowance		Allowance		Allowance
Commercial real estate
Non-owner occupied term, net	$	18,907	$	2,110	$	16,673	$	345
Owner occupied term, net	10,483		3,677		6,387		110
Multifamily, net	4,002		377		3,519		86
Construction & development, net	1,091		—		1,091		25
Residential development, net	7,219		—		7,219		146
Commercial
Term, net	21,976		6,574		10,009		41
LOC & other, net	5,579		2,038		2,911		2
Leases and equipment finance, net	274		274		—		—
Total, net of deferred fees and costs	$	69,531	$	15,050	$	47,809	$	755

(in thousands)	December 31, 2016
	Unpaid		Recorded Investment
	Principal		Without		With		Related
	Balance		Allowance		Allowance		Allowance
Commercial real estate
Non-owner occupied term, net	$	19,797	$	278	$	19,116	$	524
Owner occupied term, net	8,467		1,768		6,445		131
Multifamily, net	4,015		476		3,520		123
Construction & development, net	1,091		—		1,091		9
Residential development, net	7,304		—		7,304		72
Commercial
Term, net	16,875		5,982		3,239		8
LOC & other, net	8,279		4,755		—		—
Total, net of deferred fees and costs	$	65,828	$	13,259	$	40,715	$	867

Internal Risk Rating By Loan Class

The following tables summarize our internal risk rating by loan and lease class for the loan and lease portfolio, including purchased credit impaired loans, as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Pass/Watch		Special Mention		Substandard		Doubtful		Loss		Impaired (1)		Total
Commercial real estate
Non-owner occupied term, net	$	3,298,489	$	41,571	$	41,523	$	145	$	1,168	$	18,783	$	3,401,679
Owner occupied term, net	2,476,143		53,530		51,533		653		1,472		10,064		2,593,395
Multifamily, net	2,937,224		11,217		12,514		—		—		3,896		2,964,851
Construction & development, net	461,099		—		2,500		—		—		1,091		464,690
Residential development, net	157,548		—		1,189		—		—		7,219		165,956
Commercial
Term, net	1,638,555		14,510		16,137		10		802		16,583		1,686,597
LOC & other, net	1,097,943		20,194		30,323		—		—		4,949		1,153,409
Leases and equipment finance, net	1,058,839		6,700		5,849		9,767		1,222		274		1,082,651
Residential
Mortgage, net (2)	2,948,765		2,770		68,481		—		1,315		—		3,021,331
Home equity loans & lines, net	1,050,235		2,150		3,962		—		501		—		1,056,848
Consumer & other, net	725,458		3,622		581		—		74		—		729,735
Total, net of deferred fees and costs	$	17,850,298	$	156,264	$	234,592	$	10,575	$	6,554	$	62,859	$	18,321,142

(1) The percentage of impaired loans classified as pass/watch, special mention, and substandard was 6.8%, 1.7% and 91.5%, respectively, as of June 30, 2017.

(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 $16.3 million at June 30, 2017, which is included in the substandard category.

(in thousands)	December 31, 2016
	Pass/Watch		Special Mention		Substandard		Doubtful		Loss		Impaired (1)		Total
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	2,466,247		75,189		46,781		972		1,653		8,213		2,599,055
Multifamily, net	2,828,370		11,903		14,687		—		—		3,996		2,858,956
Construction & development, net	458,328		1,712		2,494		—		—		1,091		463,625
Residential development, net	134,491		—		1,189		—		—		7,304		142,984
Commercial
Term, net	1,458,699		15,716		24,678		119		347		9,221		1,508,780
LOC & other, net	1,063,305		10,565		37,387		3		244		4,755		1,116,259
Leases and equipment finance, net	927,378		5,614		6,866		9,752		978		—		950,588
Residential
Mortgage, net (2)	2,830,547		1,803		53,607		—		2,014		—		2,887,971
Home equity loans & lines, net	1,006,647		1,490		2,727		—		980		—		1,011,844
Consumer & other, net	633,098		4,446		527		—		88		—		638,159
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%, 82.5%, and 2.9%, respectively, as of December 31, 2016.

(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, which is included in the substandard category.

Schedule Of Troubled Debt Restructurings

The following tables present newly restructured loans that occurred during the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended June 30, 2017
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial, net	$	—	$	—	$	—	$	—	$	9,874	$	9,874
Residential, net	—		—		—		—		881		881
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	10,755	$	10,755
	Three Months Ended June 30, 2016
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial real estate, net	$	—	$	—	$	—	$	—	$	5,450	$	5,450
Commercial, net	—		—		—		—		3,396		3,396
Residential, net	—		—		—		—		596		596
Consumer & other, net	—		—		—		—		77		77
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	9,519	$	9,519

	Six Months Ended June 30, 2017
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial, net	$	—	$	—	$	—	$	—	$	12,793	$	12,793
Residential, net	—				—		—		1,134		1,134
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	13,927	$	13,927
(in thousands)	Six Months Ended June 30, 2016
	Rate		Term		Interest Only		Payment		Combination		Total
	Modifications		Modifications		Modifications		Modifications		Modifications		Modifications
Commercial real estate, net	$	—	$	—	$	—	$	—	$	5,659	$	5,659
Commercial, net	—		—		—		—		3,396		3,396
Residential, net	—		—		—		—		728		728
Consumer & other, net	—		—		—		—		77		77
Total, net of deferred fees and costs	$	—	$	—	$	—	$	—	$	9,860	$	9,860

The following tables present troubled debt restructurings by accrual versus non-accrual status and by loan class as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
	Accrual		Non-Accrual		Total
	Status		Status		Modifications
Commercial real estate, net	$	30,410	$	—	$	30,410
Commercial, net	15,545		257		15,802
Residential, net	6,906		—		6,906
Total, net of deferred fees and costs	$	52,861	$	257	$	53,118

(in thousands)	December 31, 2016
	Accrual		Non-Accrual		Total
	Status		Status		Modifications
Commercial real estate, net	$	30,563	$	—	$	30,563
Commercial, net	3,054		3,345		6,399
Residential, net	7,050		—		7,050
Total, net of deferred fees and costs	$	40,667	$	3,345	$	44,012

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Goodwill and Other Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The following table summarizes the changes in the Company's other intangible assets for the year ended December 31, 2016, and the six months ended June 30, 2017.

(in thousands)	Other Intangible Assets
	Gross		Accumulated Amortization			Net
Balance, December 31, 2015	$	113,471	$	(67,963	)	$	45,508
Amortization	—		(8,622		)	(8,622		)
Balance, December 31, 2016	113,471		(76,585		)	36,886
Amortization	—		(3,378		)	(3,378		)
Balance, June 30, 2017	$	113,471	$	(79,963	)	$	33,508

Finite-lived Intangible Assets Amortization Expense

The table below presents the forecasted amortization expense for other intangible assets acquired in all mergers:

(in thousands)
Year	Expected Amortization
Remainder of 2017	$	3,378
2018	6,166
2019	5,618
2020	4,986
2021	4,520
Thereafter	8,840
	$	33,508

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Residential Mortgage Servicing Rights (Tables)

6 Months Ended

Jun. 30, 2017

Transfers and Servicing [Abstract]

Schedule Of Changes In Mortgage Servicing Rights

The following table presents the changes in the Company's residential mortgage servicing rights ("MSR"), which are carried at fair value, for the three and six months ended June 30, 2017 and 2016: 

(in thousands)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Balance, beginning of period	$	142,344		$	117,172		$	142,973		$	131,817
Additions for new MSR capitalized	7,819			8,863			14,860			14,843
Changes in fair value:
Due to changes in model inputs or assumptions(1)	(4,573		)	(6,836		)	(8,179		)	(17,087		)
Other(2)	(3,758		)	(7,104		)	(7,822		)	(17,478		)
Balance, end of period	$	141,832		$	112,095		$	141,832		$	112,095

(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. 

Schedule Of Other Information Servicing Loan Portfolio

Information related to our serviced loan portfolio as of June 30, 2017 and December 31, 2016 is as follows: 

(dollars in thousands)	June 30, 2017			December 31, 2016
Balance of loans serviced for others	$	14,797,242		$	14,327,368
MSR as a percentage of serviced loans	0.96		%	1.00		%

Key Assumptions Used In Measuring The Fair Value of MSR

Key assumptions used in measuring the fair value of the MSR as of June 30, 2017 and December 31, 2016 were as follows: 

	June 30, 2017		December 31, 2016
Constant prepayment rate	13.59	%	11.43	%
Discount rate	9.70	%	9.69	%
Weighted average life (years)	5.6		6.6

Sensitivity Analysis of Current Fair Value to Changes in Discount and Prepayment Speed Assumptions

A sensitivity analysis of the current fair value to changes in discount and prepayment speed assumptions as of June 30, 2017 and December 31, 2016 is as follows:

(in thousands)	June 30, 2017			December 31, 2016
Constant prepayment rate
Effect on fair value of a 10% adverse change	$	(6,052	)	$	(6,075	)
Effect on fair value of a 20% adverse change	$	(11,645	)	$	(11,720	)
Discount rate
Effect on fair value of a 100 basis point adverse change	$	(5,001	)	$	(5,817	)
Effect on fair value of a 200 basis point adverse change	$	(9,633	)	$	(11,118	)

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Junior Subordinated Debentures (Tables)

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Junior Subordinated Debentures

Following is information about the Company's wholly-owned trusts ("Trusts") as of June 30, 2017:  

(dollars in thousands)		Issued		Carrying			Effective
Trust Name	Issue Date	Amount		Value (1)		Rate (2)	Rate (3)	Maturity Date
AT FAIR VALUE:
Umpqua Statutory Trust II	October 2002	$	20,619	$	15,928	Floating rate, LIBOR plus 3.35%, adjusted quarterly	5.85%	October 2032
Umpqua Statutory Trust III	October 2002	30,928		24,050		Floating rate, LIBOR plus 3.45%, adjusted quarterly	5.96%	November 2032
Umpqua Statutory Trust IV	December 2003	10,310		7,594		Floating rate, LIBOR plus 2.85%, adjusted quarterly	5.44%	January 2034
Umpqua Statutory Trust V	December 2003	10,310		7,541		Floating rate, LIBOR plus 2.85%, adjusted quarterly	5.63%	March 2034
Umpqua Master Trust I	August 2007	41,238		25,451		Floating rate, LIBOR plus 1.35%, adjusted quarterly	4.21%	September 2037
Umpqua Master Trust IB	September 2007	20,619		14,517		Floating rate, LIBOR plus 2.75%, adjusted quarterly	5.68%	December 2037
Sterling Capital Trust III	April 2003	14,433		11,611		Floating rate, LIBOR plus 3.25%, adjusted quarterly	5.49%	April 2033
Sterling Capital Trust IV	May 2003	10,310		8,209		Floating rate, LIBOR plus 3.15%, adjusted quarterly	5.44%	May 2033
Sterling Capital Statutory Trust V	May 2003	20,619		16,434		Floating rate, LIBOR plus 3.25%, adjusted quarterly	5.70%	June 2033
Sterling Capital Trust VI	June 2003	10,310		8,174		Floating rate, LIBOR plus 3.20%, adjusted quarterly	5.61%	September 2033
Sterling Capital Trust VII	June 2006	56,702		36,182		Floating rate, LIBOR plus 1.53%, adjusted quarterly	4.34%	June 2036
Sterling Capital Trust VIII	September 2006	51,547		33,143		Floating rate, LIBOR plus 1.63%, adjusted quarterly	4.47%	December 2036
Sterling Capital Trust IX	July 2007	46,392		28,852		Floating rate, LIBOR plus 1.40%, adjusted quarterly	4.10%	October 2037
Lynnwood Financial Statutory Trust I	March 2003	9,279		7,330		Floating rate, LIBOR plus 3.15%, adjusted quarterly	5.63%	March 2033
Lynnwood Financial Statutory Trust II	June 2005	10,310		6,888		Floating rate, LIBOR plus 1.80%, adjusted quarterly	4.56%	June 2035
Klamath First Capital Trust I	July 2001	15,464		13,519		Floating rate, LIBOR plus 3.75%, adjusted semiannually	5.84%	July 2031
		$	379,390	$	265,423
AT AMORTIZED COST:
HB Capital Trust I	March 2000	$	5,310	$	6,022	10.875%	8.66%	March 2030
Humboldt Bancorp Statutory Trust I	February 2001	5,155		5,683		10.200%	8.57%	February 2031
Humboldt Bancorp Statutory Trust II	December 2001	10,310		11,083		Floating rate, LIBOR plus 3.60%, adjusted quarterly	4.04%	December 2031
Humboldt Bancorp Statutory Trust III	September 2003	27,836		29,888		Floating rate, LIBOR plus 2.95%, adjusted quarterly	3.49%	September 2033
CIB Capital Trust	November 2002	10,310		10,978		Floating rate, LIBOR plus 3.45%, adjusted quarterly	3.95%	November 2032
Western Sierra Statutory Trust I	July 2001	6,186		6,186		Floating rate, LIBOR plus 3.58%, adjusted quarterly	4.75%	July 2031
Western Sierra Statutory Trust II	December 2001	10,310		10,310		Floating rate, LIBOR plus 3.60%, adjusted quarterly	4.87%	December 2031
Western Sierra Statutory Trust III	September 2003	10,310		10,310		Floating rate, LIBOR plus 2.90%, adjusted quarterly	4.06%	September 2033
Western Sierra Statutory Trust IV	September 2003	10,310		10,310		Floating rate, LIBOR plus 2.90%, adjusted quarterly	4.06%	September 2033
		96,037		100,770
	Total	$	475,427	$	366,193

(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 June 30, 2017. 

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Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule Of Commitments And Contingencies

The following table presents a summary of the Bank's commitments and contingent liabilities:  

(in thousands)	As of June 30, 2017
Commitments to extend credit	$	4,406,220
Forward sales commitments	$	672,175
Commitments to originate residential mortgage loans held for sale	$	450,644
Standby letters of credit	$	72,888

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Derivatives (Tables)

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summary Of Types Of Derivatives, Separately By Assets And Liabilities And Fair Value Of Derivatives

The following table summarizes the types of derivatives, separately by assets and liabilities, and the fair values of such derivatives as of June 30, 2017 and December 31, 2016:  

(in thousands)	Asset Derivatives				Liability Derivatives
Derivatives not designated	June 30,		December 31,		June 30,		December 31,
as hedging instrument	2017		2016		2017		2016
Interest rate lock commitments	$	4,746	$	4,076	$	—	$	—
Interest rate forward sales commitments	1,792		8,054		913		1,318
Interest rate swaps	35,280		34,701		4,348		34,871
Foreign currency derivatives	210		670		399		874
Total	$	42,028	$	47,501	$	5,660	$	37,063

Summary Of Types Of Derivatives And Gains (Losses) Recorded

The following table summarizes the types of derivatives and the gains (losses) recorded during the three and six months ended June 30, 2017 and 2016:  

(in thousands)	Three Months Ended						Six Months Ended
Derivatives not designated	June 30,						June 30,
as hedging instrument	2017			2016			2017			2016
Interest rate lock commitments	$	(1,549	)	$	2,774		$	670		$	7,398
Interest rate forward sales commitments	(3,872		)	(9,923		)	(6,605		)	(21,020		)
Interest rate swaps	(756		)	(1,493		)	(1,483		)	(3,286		)
Foreign currency derivatives	356			332			765			593
Total	$	(5,821	)	$	(8,310	)	$	(6,653	)	$	(16,315	)

Offsetting Derivatives Liabilities

The following table summarizes the derivatives that have a right of offset as of June 30, 2017 and December 31, 2016:

(in thousands)							Gross Amounts Not Offset in the Statement of Financial Position
	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		Financial Instruments			Collateral Posted			Net Amount
June 30, 2017
Derivative Assets
Interest rate swaps	$	35,280	$	—	$	35,280	$	(4,348	)	$	—		$	30,932
Foreign currency derivatives	210		—		210		—			—			210
Derivative Liabilities
Interest rate swaps	$	4,348	$	—	$	4,348	$	(4,348	)	$	—		$	—
Foreign currency derivatives	399		—		399		—			—			399
December 31, 2016
Derivative Assets
Interest rate swaps	$	34,701	$	—	$	34,701	$	(11,225	)	$	—		$	23,476
Foreign currency derivatives	670		—		670		—			—			670
Derivative Liabilities
Interest rate swaps	$	34,871	$	—	$	34,871	$	(11,225	)	$	(23,646	)	$	—
Foreign currency derivatives	874		—		874		—			—			874

Offsetting Derivatives Assets

The following table summarizes the derivatives that have a right of offset as of June 30, 2017 and December 31, 2016:

(in thousands)							Gross Amounts Not Offset in the Statement of Financial Position
	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		Financial Instruments			Collateral Posted			Net Amount
June 30, 2017
Derivative Assets
Interest rate swaps	$	35,280	$	—	$	35,280	$	(4,348	)	$	—		$	30,932
Foreign currency derivatives	210		—		210		—			—			210
Derivative Liabilities
Interest rate swaps	$	4,348	$	—	$	4,348	$	(4,348	)	$	—		$	—
Foreign currency derivatives	399		—		399		—			—			399
December 31, 2016
Derivative Assets
Interest rate swaps	$	34,701	$	—	$	34,701	$	(11,225	)	$	—		$	23,476
Foreign currency derivatives	670		—		670		—			—			670
Derivative Liabilities
Interest rate swaps	$	34,871	$	—	$	34,871	$	(11,225	)	$	(23,646	)	$	—
Foreign currency derivatives	874		—		874		—			—			874

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Shareholders' Equity and Stock Compensation (Tables)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Summary Of Stock Option Activity

The following table summarizes information about stock option activity for the six months endedJune 30, 2017: 

(in thousands, except per share data)	Six Months Ended June 30, 2017
					Weighted-Avg
	Options		Weighted-Avg		Remaining Contractual	Aggregate
	Outstanding		Exercise Price		Term (Years)	Intrinsic Value
Balance, beginning of period	219		$	15.74
Granted/assumed	—		$	—
Exercised	(34	)	$	13.60
Forfeited/expired	(50	)	$	26.12
Balance, end of period	135		$	12.42	2.96	$	800
Options exercisable, end of period	131		$	12.43	2.88	$	774

Summary of Nonvested Restricted Share Activity

The following table summarizes information about nonvested restricted share activity for the six months endedJune 30, 2017:  

(in thousands, except per share data)	Six Months Ended June 30, 2017
	Restricted		Weighted
	Shares		Average Grant
	Outstanding		Date Fair Value
Balance, beginning of period	1,096		$	15.61
Granted	601		$	18.16
Vested/released	(286	)	$	16.21
Forfeited/expired	(78	)	$	16.67
Balance, end of period	1,333		$	16.57

Schedule of Share-based Compensation Restricted Stock Activity

The following table summarizes information about nonvested restricted stock unit activity for the six months endedJune 30, 2017: 

(in thousands, except per share data)	Six Months Ended June 30, 2017
	Restricted		Weighted
	Stock Units		Average Grant
	Outstanding		Date Fair Value
Balance, beginning of period	78		$	18.58
Assumed	—		$	—
Released	(46	)	$	18.58
Forfeited/expired	(4	)	$	18.58
Balance, end of period	28		$	18.58

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Earnings Per Common Share (Tables)

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

Computation Of Basic And Diluted Earnings (Loss) Per Common Share

The following is a computation of basic and diluted earnings per common share for the three and six months ended June 30, 2017 and 2016: 

(in thousands, except per share data)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
NUMERATORS:
Net income	$	56,812	$	54,287	$	102,815	$	101,856
Less:
Dividends and undistributed earnings allocated to participating securities (1)	14		32		26		61
Net earnings available to common shareholders	$	56,798	$	54,255	$	102,789	$	101,795
DENOMINATORS:
Weighted average number of common shares outstanding - basic	220,310		220,421		220,298		220,324
Effect of potentially dilutive common shares (2)	443		486		492		677
Weighted average number of common shares outstanding - diluted	220,753		220,907		220,790		221,001
EARNINGS PER COMMON SHARE:
Basic	$	0.26	$	0.25	$	0.47	$	0.46
Diluted	$	0.26	$	0.25	$	0.47	$	0.46

(1) Represents dividends paid and undistributed earnings allocated to certain 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. 

Schedule Of Weighted Average Outstanding Securities Not Included In The Computation Of Diluted Earnings Per Common Share

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 three and six months ended June 30, 2017 and 2016. 

(in thousands)	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2017	2016	2017	2016
Stock options	—	50	18	107
Restricted stock	—	1	—	—

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Segment Information (Tables)

6 Months Ended

Jun. 30, 2017

Segment Reporting [Abstract]

Summary Of Financial Information By Reportable Segment

Summarized financial information concerning the Company's reportable segments and the reconciliation to the consolidated financial results is shown in the following tables: 

(in thousands)	Three Months Ended June 30, 2017
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Net interest income	$	106,307	$	5,402	$	69,464	$	9,234	$	21,671		$	212,078
Provision (recapture) for loan and lease losses	7,784		175		2,852		260		(414		)	10,657
Non-interest income	14,986		4,479		15,670		34,637		1,347			71,119
Non-interest expense	53,112		8,732		72,084		40,542		9,551			184,021
Income before income taxes	60,397		974		10,198		3,069		13,881			88,519
Provision for income taxes	22,347		360		3,773		1,136		4,091			31,707
Net income	$	38,050	$	614	$	6,425	$	1,933	$	9,790		$	56,812
(in thousands)	Six Months Ended June 30, 2017
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Net interest income	$	210,062	$	10,642	$	135,953	$	19,270	$	42,876		$	418,803
Provision for loan and lease losses	16,893		375		4,668		287		106			22,329
Non-interest income	27,460		9,227		30,501		61,517		2,639			131,344
Non-interest expense	106,525		17,205		143,778		79,696		19,531			366,735
Income before income taxes	114,104		2,289		18,008		804		25,878			161,083
Provision for income taxes	42,218		847		6,663		297		8,243			58,268
Net income	$	71,886	$	1,442	$	11,345	$	507	$	17,635		$	102,815

(in thousands)	Three Months Ended June 30, 2016
	Commercial Bank		Wealth Management		Retail Bank		Home Lending			Corporate & Other		Consolidated
Net interest income	$	104,206	$	5,214	$	61,222	$	10,325		$	28,231	$	209,198
Provision (recapture) for loan and lease losses	9,460		74		1,432		(963		)	586		10,589
Non-interest income	11,148		5,158		15,919		40,945			1,489		74,659
Non-interest expense	49,664		9,328		72,988		43,160			13,371		188,511
Income before income taxes	56,230		970		2,721		9,073			15,763		84,757
Provision for income taxes	20,805		359		1,007		3,357			4,942		30,470
Net income	$	35,425	$	611	$	1,714	$	5,716		$	10,821	$	54,287
	Six Months Ended June 30, 2016
	Commercial Bank		Wealth Management		Retail Bank		Home Lending			Corporate & Other		Consolidated
Net interest income	$	208,005	$	10,568	$	123,600	$	19,192		$	65,535	$	426,900
Provision (recapture) for loan and lease losses	12,776		368		3,578		(2,498		)	1,188		15,412
Non-interest income	20,270		9,719		30,631		56,688			3,302		120,610
Non-interest expense	100,027		18,682		146,503		81,483			25,805		372,500
Income (loss) before income taxes	115,472		1,237		4,150		(3,105		)	41,844		159,598
Provision (benefit) for income taxes	42,725		458		1,536		(1,149		)	14,172		57,742
Net income (loss)	$	72,747	$	779	$	2,614	$	(1,956	)	$	27,672	$	101,856

(in thousands)	June 30, 2017
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Total assets	$	13,362,082	$	437,709	$	2,012,254	$	3,411,380	$	6,034,359		$	25,257,784
Total loans and leases	$	13,179,056	$	424,442	$	1,942,451	$	2,795,809	$	(20,616	)	$	18,321,142
Total deposits	$	3,358,218	$	980,497	$	12,402,937	$	258,697	$	2,459,601		$	19,459,950

(in thousands)	December 31, 2016
	Commercial Bank		Wealth Management		Retail Bank		Home Lending		Corporate & Other			Consolidated
Total assets	$	12,829,249	$	437,058	$	1,893,433	$	3,243,600	$	6,409,779		$	24,813,119
Total loans and leases	$	12,640,383	$	415,737	$	1,806,554	$	2,685,181	$	(39,192	)	$	17,508,663
Total deposits	$	3,288,837	$	1,011,454	$	12,032,906	$	229,358	$	2,458,430		$	19,020,985

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Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

Schedule Of Carrying Value And Fair Value Of Financial Instruments Not Recorded At Fair Value

The following table presents estimated fair values of the Company's financial instruments as of June 30, 2017 and December 31, 2016, whether or not recognized or recorded at fair value in the Condensed Consolidated Balance Sheets:  

(in thousands)		June 30, 2017				December 31, 2016
		Carrying		Fair		Carrying		Fair
	Level	Value		Value		Value		Value
FINANCIAL ASSETS:
Cash and cash equivalents	1	$	615,964	$	615,964	$	1,449,432	$	1,449,432
Trading securities	1,2	11,467		11,467		10,964		10,964
Investment securities available for sale	2	3,132,566		3,132,566		2,701,220		2,701,220
Investment securities held to maturity	3	4,017		5,071		4,216		5,217
Loans held for sale	2	451,350		451,350		387,318		387,318
Loans and leases, net	3	18,184,275		18,166,230		17,374,679		17,385,156
Restricted equity securities	1	45,511		45,511		45,528		45,528
Residential mortgage servicing rights	3	141,832		141,832		142,973		142,973
Bank owned life insurance assets	1	303,894		303,894		299,673		299,673
Derivatives	2,3	42,028		42,028		47,501		47,501
Visa Class B common stock	3	—		71,046		—		59,107
FINANCIAL LIABILITIES:
Deposits	1,2	$	19,459,950	$	19,456,321	$	19,020,985	$	19,016,330
Securities sold under agreements to repurchase	2	330,189		330,189		352,948		352,948
Term debt	2	852,219		847,076		852,397		844,377
Junior subordinated debentures, at fair value	3	265,423		265,423		262,209		262,209
Junior subordinated debentures, at amortized cost	3	100,770		78,586		100,931		77,640
Derivatives	2	5,660		5,660		37,063		37,063

Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis

The following tables present information about the Company's assets and liabilities measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016: 

(in thousands)	June 30, 2017
Description	Total		Level 1		Level 2		Level 3
FINANCIAL ASSETS:
Trading securities
Obligations of states and political subdivisions	$	57	$	—	$	57	$	—
Equity securities	11,410		11,410		—		—
Investment securities available for sale
Obligations of states and political subdivisions	298,560		—		298,560		—
Residential mortgage-backed securities and collateralized mortgage obligations	2,832,025		—		2,832,025		—
Investments in mutual funds and other equity securities	1,981		—		1,981		—
Loans held for sale, at fair value	451,350		—		451,350		—
Residential mortgage servicing rights, at fair value	141,832		—		—		141,832
Derivatives
Interest rate lock commitments	4,746		—		—		4,746
Interest rate forward sales commitments	1,792		—		1,792		—
Interest rate swaps	35,280		—		35,280		—
Foreign currency derivative	210		—		210		—
Total assets measured at fair value	$	3,779,243	$	11,410	$	3,621,255	$	146,578
FINANCIAL LIABILITIES:
Junior subordinated debentures, at fair value	$	265,423	$	—	$	—	$	265,423
Derivatives
Interest rate forward sales commitments	913		—		913		—
Interest rate swaps	4,348		—		4,348		—
Foreign currency derivative	399		—		399		—
Total liabilities measured at fair value	$	271,083	$	—	$	5,660	$	265,423

(in thousands)	December 31, 2016
Description	Total		Level 1		Level 2		Level 3
FINANCIAL ASSETS:
Trading securities
Obligations of states and political subdivisions	$	662	$	—	$	662	$	—
Equity securities	10,302		10,302		—		—
Investment securities available for sale
Obligations of states and political subdivisions	307,697		—		307,697		—
Residential mortgage-backed securities and collateralized mortgage obligations	2,391,553		—		2,391,553		—
Investments in mutual funds and other equity securities	1,970		—		1,970		—
Loans held for sale, at fair value	387,318		—		387,318		—
Residential mortgage servicing rights, at fair value	142,973		—		—		142,973
Derivatives
Interest rate lock commitments	4,076		—		—		4,076
Interest rate forward sales commitments	8,054		—		8,054		—
Interest rate swaps	34,701		—		34,701		—
Foreign currency derivative	670		—		670		—
Total assets measured at fair value	$	3,289,976	$	10,302	$	3,132,625	$	147,049
FINANCIAL LIABILITIES:
Junior subordinated debentures, at fair value	$	262,209	$	—	$	—	$	262,209
Derivatives
Interest rate forward sales commitments	1,318		—		1,318		—
Interest rate swaps	34,871		—		34,871		—
Foreign currency derivative	874		—		874		—
Total liabilities measured at fair value	$	299,272	$	—	$	37,063	$	262,209

Schedule of a Description of the Valuation Technique, Unobservable Input, and Qualitative Information for the Company's Assets and Liabilities Classified as Level 3

The following table provides a description of the valuation technique, significant unobservable inputs, 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 June 30, 2017: 

Financial Instrument	Valuation Technique	Unobservable Input	Weighted Average
Residential mortgage servicing rights	Discounted cash flow
		Constant Prepayment Rate	13.59%
		Discount Rate	9.70%
Interest rate lock commitment	Internal Pricing Model
		Pull-through rate	87.30%
Junior subordinated debentures	Discounted cash flow
		Credit Spread	5.26%

Schedule Of Reconciliation Of Assets And Liabilities Measured At Fair Value Using Significant Unobservable Inputs (Level 3) On A Recurring Basis

The following tables provide a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three and six months ended June 30, 2017 and 2016: 

(in thousands)
Three Months Ended June 30,	Beginning Balance		Change included in earnings			Purchases and issuances		Sales and settlements			Ending Balance		Net change in unrealized gains or (losses) relating to items held at end of period
2017
Residential mortgage servicing rights	$	142,344	$	(8,331	)	$	7,819	$	—		$	141,832	$	(4,268	)
Interest rate lock commitment, net	6,294		580			11,315		(13,443		)	4,746		4,746
Junior subordinated debentures, at fair value	263,605		4,872			—		(3,054		)	265,423		4,872
2016
Residential mortgage servicing rights	$	117,172	$	(13,940	)	$	8,863	$	—		$	112,095	$	(12,134	)
Interest rate lock commitment, net	8,255		1,677			16,319		(15,223		)	11,028		11,028
Junior subordinated debentures, at fair value	256,917		4,380			—		(2,637		)	258,660		4,380

(in thousands)
Six Months Ended June 30,	Beginning Balance		Change included in earnings			Purchases and issuances		Sales and settlements			Ending Balance		Net change in unrealized gains or (losses) relating to items held at end of period
2017
Residential mortgage servicing rights	$	142,973	$	(16,001	)	$	14,860	$	—		$	141,832	$	(8,224	)
Interest rate lock commitment, net	4,076		1,377			21,964		(22,671		)	4,746		4,746
Junior subordinated debentures, at fair value	262,209		9,552			—		(6,338		)	265,423		9,552
2016
Residential mortgage servicing rights	$	131,817	$	(34,565	)	$	14,843	$	—		$	112,095	$	(31,961	)
Interest rate lock commitment, net	3,631		3,721			31,282		(27,606		)	11,028		11,028
Junior subordinated debentures, at fair value	255,457		8,674			—		(5,471		)	258,660		8,674

Fair Value Assets And Liabilities Measured On Nonrecurring Basis

The following tables present 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)	June 30, 2017
	Total		Level 1		Level 2		Level 3
Loans and leases	$	39,448	$	—	$	—	$	39,448
Other real estate owned	86		—		—		86
	$	39,534	$	—	$	—	$	39,534

(in thousands)	December 31, 2016
	Total		Level 1		Level 2		Level 3
Loans and leases	$	25,753	$	—	$	—	$	25,753
Other real estate owned	2,612		—		—		2,612
	$	28,365	$	—	$	—	$	28,365

Losses Resulting From Nonrecurring Fair Value Adjustments

The following table presents the losses resulting from nonrecurring fair value adjustments for the three and six months ended June 30, 2017 and 2016:  

(in thousands)	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2017		2016		2017		2016
Loans and leases	$	11,914	$	7,091	$	23,156	$	13,170
Other real estate owned	40		39		107		1,462
Total loss from nonrecurring measurements	$	11,954	$	7,130	$	23,263	$	14,632

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 June 30, 2017 and December 31, 2016:

(in thousands)

June 30, 2017

December 31, 2016

Fair Value

Fair Value

Aggregate

Less Aggregate

Aggregate

Less Aggregate

Unpaid

Unpaid

Unpaid

Unpaid

Fair

Principal

Principal

Fair

Principal

Principal

Value

Balance

Balance

Value

Balance

Balance

Loans held for sale

$

451,350

$

435,931

$

15,419

$

387,318

$

378,974

$

8,344

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Investment Securities (Narrative) (Details)	6 Months Ended
	Jun. 30, 2017
Credit Rating Above A3/A- | Total Fair Value of Securities in Continuous Unrealized Loss Position
Concentration Risk [Line Items]
Highly rated securities as percentage of total	93.00%

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Investment Securities (Amortized Cost, Unrealized Gains And Losses, And Fair Value Of Investment Securities) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Investment Holdings [Line Items]
Available-for-sale securities, amortized cost	$ 3,148,971	$ 2,736,054
Available-for-sale securities, unrealized gains	12,290	9,201
Available-for-sale securities, unrealized losses	(28,695)	(44,035)
Available for sale, at fair value	3,132,566	2,701,220
Held to maturity, at amortized cost	4,017	4,216
Held-to-maturity securities, unrealized gains	1,054	1,001
Held-to-maturity securities, unrealized losses	0	0
Held-to-maturity securities, fair value	5,071	5,217
Obligations Of States And Political Subdivisions
Investment Holdings [Line Items]
Available-for-sale securities, amortized cost	292,528	305,708
Available-for-sale securities, unrealized gains	7,091	5,526
Available-for-sale securities, unrealized losses	(1,059)	(3,537)
Available for sale, at fair value	298,560	307,697
Residential Mortgage-Backed Securities And Collateralized Mortgage Obligations
Investment Holdings [Line Items]
Available-for-sale securities, amortized cost	2,854,484	2,428,387
Available-for-sale securities, unrealized gains	5,177	3,664
Available-for-sale securities, unrealized losses	(27,636)	(40,498)
Available for sale, at fair value	2,832,025	2,391,553
Held to maturity, at amortized cost	4,017	4,216
Held-to-maturity securities, unrealized gains	1,054	1,001
Held-to-maturity securities, unrealized losses	0	0
Held-to-maturity securities, fair value	5,071	5,217
Investments In Mutual Funds And Other Equity Securities
Investment Holdings [Line Items]
Available-for-sale securities, amortized cost	1,959	1,959
Available-for-sale securities, unrealized gains	22	11
Available-for-sale securities, unrealized losses	0	0
Available for sale, at fair value	$ 1,981	$ 1,970

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Investment Securities (Schedule Of Fair Value And Unrealized Losses Of Securities) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Investment Holdings [Line Items]
Available-for-sale securities, less than 12 months, fair value	$ 1,879,729	$ 1,926,875
Available-for-sale securities, less than 12 months, unrealized losses	24,570	39,046
Available-for-sale securities, 12 months or longer, fair value	223,432	184,632
Available-for-sale securities, 12 months or longer, unrealized losses	4,125	4,989
Available-for-sale securities, fair value	2,103,161	2,111,507
Available-for-sale securities, unrealized losses	28,695	44,035
Obligations Of States And Political Subdivisions
Investment Holdings [Line Items]
Available-for-sale securities, less than 12 months, fair value	32,681	71,571
Available-for-sale securities, less than 12 months, unrealized losses	816	3,065
Available-for-sale securities, 12 months or longer, fair value	6,187	1,828
Available-for-sale securities, 12 months or longer, unrealized losses	243	472
Available-for-sale securities, fair value	38,868	73,399
Available-for-sale securities, unrealized losses	1,059	3,537
Residential Mortgage-Backed Securities And Collateralized Mortgage Obligations
Investment Holdings [Line Items]
Available-for-sale securities, less than 12 months, fair value	1,847,048	1,855,304
Available-for-sale securities, less than 12 months, unrealized losses	23,754	35,981
Available-for-sale securities, 12 months or longer, fair value	217,245	182,804
Available-for-sale securities, 12 months or longer, unrealized losses	3,882	4,517
Available-for-sale securities, fair value	2,064,293	2,038,108
Available-for-sale securities, unrealized losses	$ 27,636	$ 40,498

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Investment Securities (Schedule Of Maturities Of Investment Securities) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Investment Holdings [Line Items]
Available-for-sale securities, three months or less, amortized cost	$ 722
Available-for-sale securities, over three months through twelve months, amortized cost	1,272
Available-for-sale securities, after one year through five years, amortized cost	58,973
Available-for-sale securities, after five years through ten years, amortized cost	406,007
Available-for-sale securities, after ten years, amortized cost	2,680,038
Available-for-sale securities, amortized cost	3,148,971
Available-for-sale securities, three months or less, fair value	724
Available-for-sale securities, over three months through twelve months, fair value	1,281
Available-for-sale securities, after one year through five years, fair value	59,861
Available-for-sale securities, after five years through ten years, fair value	409,846
Available-for-sale securities, after ten years, fair value	2,658,873
Available-for-sale securities, fair value	3,132,566
Held-to-maturity securities, three months or less, amortized cost	0
Held-to-maturity securities, over three months through twelve months, amortized cost	0
Held-to-maturity securities, after one year through five years, amortized cost	0
Held-to-maturity securities, after five years through ten years, amortized cost	19
Held-to-maturity securities, after ten years, amortized cost	3,998
Investment securities held to maturity	4,017	$ 4,216
Held-to-maturity securities, three months or less, fair value	0
Held-to-maturity securities, over three months through twelve months, fair value	0
Held-to-maturity securities, after one year through five years, fair value	0
Held-to-maturity securities, after five years through ten years, fair value	20
Held-to-maturity securities, after ten years, fair value	5,051
Held-to-maturity securities, fair value	5,071	$ 5,217
Other Investment Securities
Investment Holdings [Line Items]
Available-for-sale securities, amortized cost	1,959
Available-for-sale securities, fair value	1,981
Investment securities held to maturity	0
Held-to-maturity securities, fair value	$ 0

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Investment Securities (Gross Realized Gains And Losses On Sales Of Available-For-Sale Securities) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Investment Holdings [Line Items]
Gains	$ 135	$ 545	$ 135	$ 1,241
Losses	100	383	102	383
Obligations Of States And Political Subdivisions
Investment Holdings [Line Items]
Gains	0	275	0	971
Losses	1	0	3	0
Residential Mortgage Backed Securities And Collateralized Mortgage Obligations [Member]
Investment Holdings [Line Items]
Gains	135	270	135	270
Losses	$ 99	$ 383	$ 99	$ 383

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Investment Securities (Investment Securities Pledged To Secure Borrowings And Public Deposits) (Details) $ in Thousands	Jun. 30, 2017 USD ($)
Investments, Debt and Equity Securities [Abstract]
To Federal Home Loan Bank to secure borrowings, amortized cost	$ 502
To state and local governments to secure public deposits, amortized cost	931,950
Other securities pledged principally to secure repurchase agreements, amortized cost	423,380
Total pledged securities, amortized cost	1,355,832
To Federal Home Loan Bank to secure borrowings, fair value	511
To state and local governments to secure public deposits, fair value	932,534
Other securities pledged principally to secure repurchase agreements, fair value	420,042
Total pledged securities, fair value	$ 1,353,087

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Loans and Leases (Schedule Of Major Types Of Loans And Leases) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Receivables [Abstract]
Non-owner occupied term, net	$ 3,401,679	$ 3,330,442
Owner occupied term, net	2,593,395	2,599,055
Multifamily, net	2,964,851	2,858,956
Construction & development, net	464,690	463,625
Residential development, net	165,956	142,984
Term, net	1,686,597	1,508,780
LOC & other, net	1,153,409	1,116,259
Leases and equipment finance, net	1,082,651	950,588
Mortgage, net	3,021,331	2,887,971
Home equity loans & lines, net	1,056,848	1,011,844
Consumer & other, net	729,735	638,159
Total loans and leases, net of deferred fees and costs	$ 18,321,142	$ 17,508,663

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Loans and Leases (Narrative) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Receivables [Abstract]
Deferred loan fees	$ 73,700	$ 67,700
Discounts on acquired loans	22,600	41,300
Total loans pledged to secure borrowings	10,600,000
Outstanding contractual unpaid principal balance of non-covered purchased impaired loans	308,400	368,200
Receivables Acquired with Deteriorated Credit Quality
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans acquired with deteriorated credit quality	$ 235,710	$ 280,400	$ 330,850

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Loans and Leases (Accretable Yield Movement Schedule) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield Movement Schedule [Roll Forward]
Balance, beginning of period	$ 86,771	$ 114,335	$ 95,579	$ 132,829
Accretion to interest income	(9,219)	(9,977)	(18,131)	(24,175)
Disposals	(4,262)	(2,748)	(7,549)	(11,261)
Reclassifications from nonaccretable difference	9,016	9,769	12,407	13,986
Balance, end of period	$ 82,306	$ 111,379	$ 82,306	$ 111,379

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Loans and Leases (Loans Sold) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	$ 70,063	$ 154,564	$ 93,568	$ 303,658
Commercial real estate | Non-owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	2,216	8,765	3,923	17,274
Commercial real estate | Owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	20,547	8,242	27,222	17,903
Commercial real estate | Multifamily, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	0	400	0	129,830
Commercial | Term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	3,887	1,426	6,517	2,920
Commercial | Leases and equipment finance, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	14,620	0	27,113	0
Residential | Mortgage, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total	$ 28,793	$ 135,731	$ 28,793	$ 135,731

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Allowance for Loan and Lease Loss and Credit Quality (Activity In The Allowance For Loan And Lease Losses) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period, allowance	$ 136,292	$ 130,243	$ 133,984	$ 130,322
Charge-offs	(13,944)	(12,682)	(26,946)	(20,532)
Recoveries	3,862	2,892	7,500	5,840
(Recapture) provision	10,657	10,589	22,329	15,412
Balance, end of period, allowance	136,867	131,042	136,867	131,042
Allowance for loans and leases:
Collectively evaluated for impairment					$ 132,416		$ 126,129
Individually evaluated for impairment					755		819
Total	136,292	130,243	133,984	130,322	136,867	$ 133,984	131,042
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Collectively evaluated for impairment					18,022,573		16,969,555
Individually evaluated for impairment					62,859		54,835
Total					18,321,142	17,508,663	17,355,240
Receivables Acquired with Deteriorated Credit Quality
Allowance for loans and leases:
Loans acquired with deteriorated credit quality					3,696		4,094
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Loans acquired with deteriorated credit quality					235,710	280,400	330,850
Commercial real estate
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period, allowance	49,006	51,450	47,795	54,293
Charge-offs	(809)	(564)	(1,148)	(1,066)
Recoveries	1,457	220	1,857	720
(Recapture) provision	(2,240)	(522)	(1,090)	(3,363)
Balance, end of period, allowance	47,414	50,584	47,414	50,584
Allowance for loans and leases:
Collectively evaluated for impairment					43,968		47,427
Individually evaluated for impairment					712		363
Total	49,006	51,450	47,795	54,293	47,414	47,795	50,584
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Collectively evaluated for impairment					9,359,064		9,139,255
Individually evaluated for impairment					41,053		34,906
Total					9,590,571		9,443,960
Commercial real estate | Receivables Acquired with Deteriorated Credit Quality
Allowance for loans and leases:
Loans acquired with deteriorated credit quality					2,734		2,794
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Loans acquired with deteriorated credit quality					190,454		269,799
Commercial
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period, allowance	59,117	50,781	58,840	47,487
Charge-offs	(10,696)	(9,594)	(20,800)	(14,249)
Recoveries	1,511	1,274	3,541	2,447
(Recapture) provision	10,125	9,894	18,476	16,670
Balance, end of period, allowance	60,057	52,355	60,057	52,355
Allowance for loans and leases:
Collectively evaluated for impairment					59,694		51,466
Individually evaluated for impairment					43		456
Total	59,117	50,781	58,840	47,487	60,057	58,840	52,355
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Collectively evaluated for impairment					3,895,638		3,412,760
Individually evaluated for impairment					21,806		19,929
Total					3,922,657		3,442,086
Commercial | Receivables Acquired with Deteriorated Credit Quality
Allowance for loans and leases:
Loans acquired with deteriorated credit quality					320		433
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Loans acquired with deteriorated credit quality					5,213		9,397
Residential
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period, allowance	17,966	20,897	17,946	22,017
Charge-offs	(407)	(294)	(617)	(631)
Recoveries	113	293	310	524
(Recapture) provision	379	(750)	412	(1,764)
Balance, end of period, allowance	18,051	20,146	18,051	20,146
Allowance for loans and leases:
Collectively evaluated for impairment					17,442		19,351
Individually evaluated for impairment					0		0
Total	17,966	20,897	17,946	22,017	18,051	17,946	20,146
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Collectively evaluated for impairment					4,038,611		3,821,080
Individually evaluated for impairment					0		0
Total					4,078,179		3,871,890
Residential | Receivables Acquired with Deteriorated Credit Quality
Allowance for loans and leases:
Loans acquired with deteriorated credit quality					609		795
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Loans acquired with deteriorated credit quality					39,568		50,810
Consumer & other, net
Allowance for Loan and Lease Losses [Roll Forward]
Balance, beginning of period, allowance	10,203	7,115	9,403	6,525
Charge-offs	(2,032)	(2,230)	(4,381)	(4,586)
Recoveries	781	1,105	1,792	2,149
(Recapture) provision	2,393	1,967	4,531	3,869
Balance, end of period, allowance	11,345	7,957	11,345	7,957
Allowance for loans and leases:
Collectively evaluated for impairment					11,312		7,885
Individually evaluated for impairment					0		0
Total	$ 10,203	$ 7,115	$ 9,403	$ 6,525	11,345	$ 9,403	7,957
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Collectively evaluated for impairment					729,260		596,460
Individually evaluated for impairment					0		0
Total					729,735		597,304
Consumer & other, net | Receivables Acquired with Deteriorated Credit Quality
Allowance for loans and leases:
Loans acquired with deteriorated credit quality					33		72
Financing Receivable, Allowance for Credit Loss, Loans And Leases [Abstract]
Loans acquired with deteriorated credit quality					$ 475		$ 844

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Allowance for Loan and Lease Loss and Credit Quality (Narrative) (Details)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017 USD ($) risk_code	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) risk_code	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($)
Financing Receivable, Allowance for Credit Losses [Line Items]
Provision for loan and lease losses, subsequent deterioration of purchased impaired loans | $	$ 96,000	$ 1,400,000	$ 96,000	$ 1,400,000
Allowance For Loan And Lease Losses, Purchased Impaired Loans, Period Increase (Decrease) | $	133,000	71,000	214,000	847,000
Financing receivables modified as troubled debt restructurings within the previous 12 months for which there was a payment default | $	0	$ 227,000	$ 118,000	$ 227,000
Homogeneous | Minimum
Financing Receivable, Allowance for Credit Losses [Line Items]
Duration of time account is past due before risk rating is applied			30 days
Restructured Loans
Financing Receivable, Allowance for Credit Losses [Line Items]
Impaired loans | $	$ 52,900,000		$ 52,900,000		$ 40,700,000
Percentage of loan collateral balance			100.00%
Available commitments for troubled debt restructurings outstanding | $			$ 0		$ 0
Minimal Risk | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	1		1
Loss | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	10		10
Loss | Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	10		10
Loss | Homogeneous | Minimum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			180 days
Loss | Homogeneous Retail
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	10		10
Loss | Homogeneous Retail | Minimum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			120 days
Loss | Homogeneous Retail | Minimum | Open-End Loan
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			180 days
Loss | Homogeneous Retail | Minimum | Closed-End Loan
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			120 days
Low Risk | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	2		2
Modest Risk | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	3		3
Average Risk | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	4		4
Acceptable Risk | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	5		5
Pass/Watch | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	6		6
Special Mention | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	7		7
Special Mention | Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	7		7
Special Mention | Homogeneous | Minimum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			30 days
Special Mention | Homogeneous | Maximum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			59 days
Special Mention | Homogeneous Retail | Minimum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			30 days
Special Mention | Homogeneous Retail | Maximum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			89 days
Substandard | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	8		8
Substandard | Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	8		8
Substandard | Homogeneous | Minimum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			60 days
Substandard | Homogeneous | Maximum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			89 days
Substandard | Homogeneous Retail
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	8		8
Substandard | Homogeneous Retail | Minimum | Open-End Loan
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			90 days
Substandard | Homogeneous Retail | Minimum | Closed-End Loan
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			90 days
Substandard | Homogeneous Retail | Maximum | Open-End Loan
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			180 days
Substandard | Homogeneous Retail | Maximum | Closed-End Loan
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			120 days
Doubtful | Non-Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	9		9
Doubtful | Homogeneous
Financing Receivable, Allowance for Credit Losses [Line Items]
Internal risk rating code	9		9
Doubtful | Homogeneous | Minimum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			90 days
Doubtful | Homogeneous | Maximum
Financing Receivable, Allowance for Credit Losses [Line Items]
Days past due on account for qualifying credit quality indicator			179 days

XML

Allowance for Loan and Lease Loss and Credit Quality (Summary Of Reserve For Unfunded Commitments Activity) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Reserve for Unfunded Commitments [Roll Forward]
Balance, beginning of period	$ 3,495	$ 3,482	$ 3,611	$ 3,574
Net charge to other expense	321	49	205	(43)
Balance, end of period	3,816	3,531	3,816	3,531
Unfunded loan commitments	$ 4,479,108	$ 4,006,031	$ 4,479,108	$ 4,006,031

XML

Allowance for Loan and Lease Loss and Credit Quality (Non-Accrual Loans And Loans Past Due) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 74,683	$ 69,651
Non-Accrual	26,566	27,765
Current & Other	18,219,893	17,411,247
Loans by credit quality	18,321,142	17,508,663
GNMA Loans past due by 90 days, but not yet repurchased	16,300
Receivables Acquired with Deteriorated Credit Quality
Financing Receivable, Recorded Investment, Past Due [Line Items]
Current & Other	235,700	280,400
Greater than 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	16,112	12,587
60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	15,041	17,838
Greater than 90 Days and Accruing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	43,530	39,226
Commercial real estate | Non-owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,006	2,792
Non-Accrual	3,632	2,100
Current & Other	3,396,041	3,325,550
Loans by credit quality	3,401,679	3,330,442
Commercial real estate | Owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,076	5,514
Non-Accrual	6,313	4,391
Current & Other	2,583,006	2,589,150
Loans by credit quality	2,593,395	2,599,055
Commercial real estate | Multifamily, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	522	0
Non-Accrual	376	476
Current & Other	2,963,953	2,858,480
Loans by credit quality	2,964,851	2,858,956
Commercial real estate | Construction & development, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Non-Accrual	0	0
Current & Other	464,690	463,625
Loans by credit quality	464,690	463,625
Commercial real estate | Residential development, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Non-Accrual	0	0
Current & Other	165,956	142,984
Loans by credit quality	165,956	142,984
Commercial real estate | Greater than 30 to 59 Days Past Due | Non-owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,015	718
Commercial real estate | Greater than 30 to 59 Days Past Due | Owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	3,150	974
Commercial real estate | Greater than 30 to 59 Days Past Due | Multifamily, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	522	0
Commercial real estate | Greater than 30 to 59 Days Past Due | Construction & development, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial real estate | Greater than 30 to 59 Days Past Due | Residential development, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial real estate | 60 to 89 Days Past Due | Non-owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	959	1,027
Commercial real estate | 60 to 89 Days Past Due | Owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	926	4,539
Commercial real estate | 60 to 89 Days Past Due | Multifamily, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial real estate | 60 to 89 Days Past Due | Construction & development, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial real estate | 60 to 89 Days Past Due | Residential development, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial real estate | Greater than 90 Days and Accruing | Non-owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	32	1,047
Commercial real estate | Greater than 90 Days and Accruing | Owner occupied term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	1
Commercial real estate | Greater than 90 Days and Accruing | Multifamily, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial real estate | Greater than 90 Days and Accruing | Construction & development, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial real estate | Greater than 90 Days and Accruing | Residential development, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial | Term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	197	552
Non-Accrual	4,726	6,880
Current & Other	1,681,674	1,501,348
Loans by credit quality	1,686,597	1,508,780
Commercial | LOC & other, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,983	1,700
Non-Accrual	2,038	4,998
Current & Other	1,149,388	1,109,561
Loans by credit quality	1,153,409	1,116,259
Commercial | Leases and equipment finance, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	14,057	14,016
Non-Accrual	9,481	8,920
Current & Other	1,059,113	927,652
Loans by credit quality	1,082,651	950,588
Commercial | Greater than 30 to 59 Days Past Due | Term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	195	319
Commercial | Greater than 30 to 59 Days Past Due | LOC & other, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	476	1,673
Commercial | Greater than 30 to 59 Days Past Due | Leases and equipment finance, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	6,700	5,343
Commercial | 60 to 89 Days Past Due | Term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2	233
Commercial | 60 to 89 Days Past Due | LOC & other, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,507	27
Commercial | 60 to 89 Days Past Due | Leases and equipment finance, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	5,849	6,865
Commercial | Greater than 90 Days and Accruing | Term, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial | Greater than 90 Days and Accruing | LOC & other, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	0	0
Commercial | Greater than 90 Days and Accruing | Leases and equipment finance, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,508	1,808
Residential | Mortgage, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	43,128	36,827
Non-Accrual	0	0
Current & Other	2,978,203	2,851,144
Loans by credit quality	3,021,331	2,887,971
Residential | Home equity loans & lines, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,476	3,217
Non-Accrual	0	0
Current & Other	1,052,372	1,008,627
Loans by credit quality	1,056,848	1,011,844
Residential | Greater than 30 to 59 Days Past Due | Mortgage, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	12	10
Residential | Greater than 30 to 59 Days Past Due | Home equity loans & lines, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	1,246	289
Residential | 60 to 89 Days Past Due | Mortgage, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,727	3,114
Residential | 60 to 89 Days Past Due | Home equity loans & lines, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	246	848
Residential | Greater than 90 Days and Accruing | Mortgage, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	38,389	33,703
Residential | Greater than 90 Days and Accruing | Mortgage, net | GNMA Loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
GNMA Loans past due by 90 days, but not yet repurchased	16,300	10,900
Residential | Greater than 90 Days and Accruing | Home equity loans & lines, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,984	2,080
Consumer & other, net
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	4,238	5,033
Non-Accrual	0	0
Current & Other	725,497	633,126
Loans by credit quality	729,735	638,159
Consumer & other, net | Greater than 30 to 59 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	2,796	3,261
Consumer & other, net | 60 to 89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	825	1,185
Consumer & other, net | Greater than 90 Days and Accruing
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 617	$ 587

XML

Allowance for Loan and Lease Loss and Credit Quality (Impaired Loans) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	$ 69,531	$ 65,828
Recorded Investment, Without Allowance	15,050	13,259
Recorded Investment, With Allowance	47,809	40,715
Related Allowance	755	867
Commercial real estate | Non-owner occupied term, net
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	18,907	19,797
Recorded Investment, Without Allowance	2,110	278
Recorded Investment, With Allowance	16,673	19,116
Related Allowance	345	524
Commercial real estate | Owner occupied term, net
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	10,483	8,467
Recorded Investment, Without Allowance	3,677	1,768
Recorded Investment, With Allowance	6,387	6,445
Related Allowance	110	131
Commercial real estate | Multifamily, net
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	4,002	4,015
Recorded Investment, Without Allowance	377	476
Recorded Investment, With Allowance	3,519	3,520
Related Allowance	86	123
Commercial real estate | Construction & development, net
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	1,091	1,091
Recorded Investment, Without Allowance	0	0
Recorded Investment, With Allowance	1,091	1,091
Related Allowance	25	9
Commercial real estate | Residential development, net
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	7,219	7,304
Recorded Investment, Without Allowance	0	0
Recorded Investment, With Allowance	7,219	7,304
Related Allowance	146	72
Commercial | Term, net
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	21,976	16,875
Recorded Investment, Without Allowance	6,574	5,982
Recorded Investment, With Allowance	10,009	3,239
Related Allowance	41	8
Commercial | LOC & other, net
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	5,579	8,279
Recorded Investment, Without Allowance	2,038	4,755
Recorded Investment, With Allowance	2,911	0
Related Allowance	2	$ 0
Commercial | Leases and equipment finance, net
Financing Receivable, Impaired [Line Items]
Unpaid Principal Balance	274
Recorded Investment, Without Allowance	274
Recorded Investment, With Allowance	0
Related Allowance	$ 0

XML

Allowance for Loan and Lease Loss and Credit Quality (Schedule Of Average Recorded Investment And Interest Income Recognized) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Financing Receivable, Impaired [Line Items]
Average recorded investment	$ 59,284	$ 54,298	$ 57,891	$ 57,894
Interest income recognized	489	356	862	695
Commercial real estate | Non-owner occupied term, net
Financing Receivable, Impaired [Line Items]
Average recorded investment	17,743	12,361	16,752	10,935
Interest income recognized	149	132	298	195
Commercial real estate | Owner occupied term, net
Financing Receivable, Impaired [Line Items]
Average recorded investment	10,746	6,451	9,322	9,137
Interest income recognized	66	33	127	86
Commercial real estate | Multifamily, net
Financing Receivable, Impaired [Line Items]
Average recorded investment	3,901	3,904	3,924	3,673
Interest income recognized	31	30	61	60
Commercial real estate | Construction & development, net
Financing Receivable, Impaired [Line Items]
Average recorded investment	1,091	1,701	1,238	1,335
Interest income recognized	11	21	22	40
Commercial real estate | Residential development, net
Financing Receivable, Impaired [Line Items]
Average recorded investment	7,221	7,778	7,370	7,905
Interest income recognized	75	80	150	161
Commercial | Term, net
Financing Receivable, Impaired [Line Items]
Average recorded investment	12,697	19,019	14,079	21,672
Interest income recognized	119	40	154	113
Commercial | LOC & other, net
Financing Receivable, Impaired [Line Items]
Average recorded investment	5,515	3,084	4,960	3,237
Interest income recognized	38	20	50	40
Commercial | Leases and equipment finance, net
Financing Receivable, Impaired [Line Items]
Average recorded investment	370	0	246	0
Interest income recognized	$ 0	$ 0	$ 0	$ 0

XML

Allowance for Loan and Lease Loss and Credit Quality (Internal Risk Rating By Loan Class) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Jun. 30, 2016
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	$ 18,321,142	$ 17,508,663
Loans and leases	18,321,142	17,508,663	$ 17,355,240
GNMA Loans past due by 90 days, but not yet repurchased	16,300
Pass/Watch
Financing Receivable, Recorded Investment [Line Items]
Loans and leases	$ 17,850,298	$ 17,012,351
Percentage of impaired loans	6.80%	8.10%
Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans and leases	$ 156,264	$ 183,632
Percentage of impaired loans	1.70%	6.50%
Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans and leases	$ 234,592	$ 239,642
Percentage of impaired loans	91.50%	82.50%
Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans and leases	$ 10,575	$ 12,214
Percentage of impaired loans		2.90%
Loss
Financing Receivable, Recorded Investment [Line Items]
Loans and leases	6,554	$ 6,850
Impaired
Financing Receivable, Recorded Investment [Line Items]
Loans and leases	62,859	53,974
Commercial real estate | Non-owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	3,401,679	3,330,442
Commercial real estate | Owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	2,593,395	2,599,055
Commercial real estate | Multifamily, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	2,964,851	2,858,956
Commercial real estate | Construction & development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	464,690	463,625
Commercial real estate | Residential development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	165,956	142,984
Commercial real estate | Pass/Watch | Non-owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	3,298,489	3,205,241
Commercial real estate | Pass/Watch | Owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	2,476,143	2,466,247
Commercial real estate | Pass/Watch | Multifamily, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	2,937,224	2,828,370
Commercial real estate | Pass/Watch | Construction & development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	461,099	458,328
Commercial real estate | Pass/Watch | Residential development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	157,548	134,491
Commercial real estate | Special Mention | Non-owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	41,571	55,194
Commercial real estate | Special Mention | Owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	53,530	75,189
Commercial real estate | Special Mention | Multifamily, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	11,217	11,903
Commercial real estate | Special Mention | Construction & development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	1,712
Commercial real estate | Special Mention | Residential development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Commercial real estate | Substandard | Non-owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	41,523	48,699
Commercial real estate | Substandard | Owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	51,533	46,781
Commercial real estate | Substandard | Multifamily, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	12,514	14,687
Commercial real estate | Substandard | Construction & development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	2,500	2,494
Commercial real estate | Substandard | Residential development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,189	1,189
Commercial real estate | Doubtful | Non-owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	145	1,368
Commercial real estate | Doubtful | Owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	653	972
Commercial real estate | Doubtful | Multifamily, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Commercial real estate | Doubtful | Construction & development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Commercial real estate | Doubtful | Residential development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Commercial real estate | Loss | Non-owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,168	546
Commercial real estate | Loss | Owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,472	1,653
Commercial real estate | Loss | Multifamily, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Commercial real estate | Loss | Construction & development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Commercial real estate | Loss | Residential development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Commercial real estate | Impaired | Non-owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	18,783	19,394
Commercial real estate | Impaired | Owner occupied term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	10,064	8,213
Commercial real estate | Impaired | Multifamily, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	3,896	3,996
Commercial real estate | Impaired | Construction & development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,091	1,091
Commercial real estate | Impaired | Residential development, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	7,219	7,304
Commercial | Term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,686,597	1,508,780
Commercial | LOC & other, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,153,409	1,116,259
Commercial | Leases and equipment finance, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,082,651	950,588
Commercial | Pass/Watch | Term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,638,555	1,458,699
Commercial | Pass/Watch | LOC & other, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,097,943	1,063,305
Commercial | Pass/Watch | Leases and equipment finance, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,058,839	927,378
Commercial | Special Mention | Term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	14,510	15,716
Commercial | Special Mention | LOC & other, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	20,194	10,565
Commercial | Special Mention | Leases and equipment finance, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	6,700	5,614
Commercial | Substandard | Term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	16,137	24,678
Commercial | Substandard | LOC & other, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	30,323	37,387
Commercial | Substandard | Leases and equipment finance, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	5,849	6,866
Commercial | Doubtful | Term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	10	119
Commercial | Doubtful | LOC & other, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	3
Commercial | Doubtful | Leases and equipment finance, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	9,767	9,752
Commercial | Loss | Term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	802	347
Commercial | Loss | LOC & other, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	244
Commercial | Loss | Leases and equipment finance, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,222	978
Commercial | Impaired | Term, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	16,583	9,221
Commercial | Impaired | LOC & other, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	4,949	4,755
Commercial | Impaired | Leases and equipment finance, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	274	0
Residential | Mortgage, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	3,021,331	2,887,971
Residential | Mortgage, net | Financing Receivables, Equal to Greater than 90 Days Past Due | GNMA Loans
Financing Receivable, Recorded Investment [Line Items]
GNMA Loans past due by 90 days, but not yet repurchased	16,300	10,900
Residential | Home equity loans & lines, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,056,848	1,011,844
Residential | Pass/Watch | Mortgage, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	2,948,765	2,830,547
Residential | Pass/Watch | Home equity loans & lines, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,050,235	1,006,647
Residential | Special Mention | Mortgage, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	2,770	1,803
Residential | Special Mention | Home equity loans & lines, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	2,150	1,490
Residential | Substandard | Mortgage, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	68,481	53,607
Residential | Substandard | Home equity loans & lines, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	3,962	2,727
Residential | Doubtful | Mortgage, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Residential | Doubtful | Home equity loans & lines, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Residential | Loss | Mortgage, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	1,315	2,014
Residential | Loss | Home equity loans & lines, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	501	980
Residential | Impaired | Mortgage, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Residential | Impaired | Home equity loans & lines, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Consumer & other, net
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	729,735	638,159
Consumer & other, net | Pass/Watch
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	725,458	633,098
Consumer & other, net | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	3,622	4,446
Consumer & other, net | Substandard
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	581	527
Consumer & other, net | Doubtful
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	0	0
Consumer & other, net | Loss
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	74	88
Consumer & other, net | Impaired
Financing Receivable, Recorded Investment [Line Items]
Loans by credit quality	$ 0	$ 0

XML

Allowance for Loan and Lease Loss and Credit Quality (Schedule Of Troubled Debt Restructuring By Accrual versus Non-Accrual Status) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Accrual Status
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	$ 52,861	$ 40,667
Non-Accrual Status
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	257	3,345
Total TDR Modification
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	53,118	44,012
Commercial real estate | Accrual Status
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	30,410	30,563
Commercial real estate | Non-Accrual Status
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	0	0
Commercial real estate | Total TDR Modification
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	30,410	30,563
Commercial | Accrual Status
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	15,545	3,054
Commercial | Non-Accrual Status
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	257	3,345
Commercial | Total TDR Modification
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	15,802	6,399
Residential | Accrual Status
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	6,906	7,050
Residential | Non-Accrual Status
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	0	0
Residential | Total TDR Modification
Financing Receivable, Modifications [Line Items]
Total troubled debt restructurings, net of deferred fees and costs	$ 6,906	$ 7,050

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Allowance for Loan and Lease Loss and Credit Quality (Schedule Of Newly Restructured Loans) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	$ 10,755	$ 9,519	$ 13,927	$ 9,860
Commercial real estate | Term and Multi-family
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		5,450		5,659
Commercial | Term, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	9,874	3,396	12,793	3,396
Residential | Mortgage
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	881	596	1,134	728
Consumer & other, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		77		77
Rate Modifications
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Rate Modifications | Commercial real estate | Term and Multi-family
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		0		0
Rate Modifications | Commercial | Term, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Rate Modifications | Residential | Mortgage
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Rate Modifications | Consumer & other, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		0		0
Term Modifications
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Term Modifications | Commercial real estate | Term and Multi-family
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		0		0
Term Modifications | Commercial | Term, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Term Modifications | Residential | Mortgage
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0		0
Term Modifications | Consumer & other, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		0		0
Interest Only Modifications
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Interest Only Modifications | Commercial real estate | Term and Multi-family
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		0		0
Interest Only Modifications | Commercial | Term, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Interest Only Modifications | Residential | Mortgage
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Interest Only Modifications | Consumer & other, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		0		0
Payment Modifications
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Payment Modifications | Commercial real estate | Term and Multi-family
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		0		0
Payment Modifications | Commercial | Term, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Payment Modifications | Residential | Mortgage
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	0	0	0	0
Payment Modifications | Consumer & other, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		0		0
Combination Modifications
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	10,755	9,519	13,927	9,860
Combination Modifications | Commercial real estate | Term and Multi-family
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		5,450		5,659
Combination Modifications | Commercial | Term, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	9,874	3,396	12,793	3,396
Combination Modifications | Residential | Mortgage
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs	$ 881	596	$ 1,134	728
Combination Modifications | Consumer & other, net
Financing Receivable, Modifications [Line Items]
Total restructured loans, net of deferred fees and costs		$ 77		$ 77

XML

Goodwill and Other Intangible Assets (Goodwill And Other Intangible Assets) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Finite-lived Intangible Assets [Roll Forward]
Other intangible assets, gross	$ 113,471		$ 113,471		$ 113,471	$ 113,471
Other intangible assets, accumulated amortization	(79,963)		(79,963)		(76,585)	(67,963)
Other intangible assets, amortization	(1,689)	$ (2,328)	(3,378)	$ (4,888)	(8,622)
Other intangible assets, net	$ 33,508		$ 33,508		$ 36,886	$ 45,508

XML

Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 1,787,651	$ 1,787,651
Core Deposits
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	10 years

XML

Goodwill and Other Intangible Assets (Finite-lived Intangible Assets Amortization Expense) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2017	$ 3,378
2018	6,166
2019	5,618
2020	4,986
2021	4,520
Thereafter	8,840
Other intangible assets, net	$ 33,508	$ 36,886	$ 45,508

XML

Residential Mortgage Servicing Rights (Schedule Of Changes In Mortgage Servicing Rights) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Servicing Asset at Fair Value, Amount [Roll Forward]
Balance, beginning of period	$ 142,344	$ 117,172	$ 142,973	$ 131,817
Additions for new MSR capitalized	7,819	8,863	14,860	14,843
Due to changes in model inputs or assumptions	(4,573)	(6,836)	(8,179)	(17,087)
Other	(3,758)	(7,104)	(7,822)	(17,478)
Balance, end of period	$ 141,832	$ 112,095	$ 141,832	$ 112,095

XML

Residential Mortgage Servicing Rights (Schedule Of Information Relates To Serviced Loan Portfolio) (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Transfers and Servicing [Abstract]
Balance of loans serviced for others	$ 14,797,242	$ 14,327,368
MSR as a percentage of serviced loans	0.96%	1.00%

XML

Residential Mortgage Servicing Rights (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Transfers and Servicing [Abstract]
Contractually specified servicing fees, late fees and ancillary fees earned	$ 9.8	$ 8.6	$ 19.7	$ 16.3

XML

Residential Mortgage Servicing Rights (Key Assumptions Used In Measuring The Fair Value Of MSR) (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Transfers and Servicing [Abstract]
Constant prepayment rate	13.59%	11.43%
Discount rate	9.70%	9.69%
Weighted average life (years)	5 years 7 months 10 days	6 years 7 months 6 days

XML

Residential Mortgage Servicing Rights (Sensitivity Analysis of Current Fair Value to Changes in Discount and Prepayment Speed Assumptions) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Transfers and Servicing [Abstract]
Effect on fair value of a 10% adverse change	$ (6,052)	$ (6,075)
Effect on fair value of a 20% adverse change	(11,645)	(11,720)
Effect on fair value of a 100 basis point adverse change	(5,001)	(5,817)
Effect on fair value of a 200 basis point adverse change	$ (9,633)	$ (11,118)

XML

Junior Subordinated Debentures (Junior Subordinated Debentures) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 475,427
Carrying value, at fair value	265,423	$ 262,209
Carrying value, at amortized cost	100,770	$ 100,931
Carrying Value	366,193
Junior Subordinated Debt, at Fair Value
Junior Subordinated Debentures [Line Items]
Issued Amount	379,390
Carrying value, at fair value	265,423
Junior Subordinated Debt, at Fair Value | Umpqua Statutory Trust II
Junior Subordinated Debentures [Line Items]
Issued Amount	20,619
Carrying value, at fair value	$ 15,928
Variable rate basis	LIBOR
Basis spread on LIBOR	3.35%
Effective rate	5.85%
Junior Subordinated Debt, at Fair Value | Umpqua Statutory Trust III
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 30,928
Carrying value, at fair value	$ 24,050
Variable rate basis	LIBOR
Basis spread on LIBOR	3.45%
Effective rate	5.96%
Junior Subordinated Debt, at Fair Value | Umpqua Statutory Trust IV
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at fair value	$ 7,594
Variable rate basis	LIBOR
Basis spread on LIBOR	2.85%
Effective rate	5.44%
Junior Subordinated Debt, at Fair Value | Umpqua Statutory Trust V
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at fair value	$ 7,541
Variable rate basis	LIBOR
Basis spread on LIBOR	2.85%
Effective rate	5.63%
Junior Subordinated Debt, at Fair Value | Umpqua Master Trust I
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 41,238
Carrying value, at fair value	$ 25,451
Variable rate basis	LIBOR
Basis spread on LIBOR	1.35%
Effective rate	4.21%
Junior Subordinated Debt, at Fair Value | Umpqua Master Trust IB
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 20,619
Carrying value, at fair value	$ 14,517
Variable rate basis	LIBOR
Basis spread on LIBOR	2.75%
Effective rate	5.68%
Junior Subordinated Debt, at Fair Value | Sterling Capital Trust III
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 14,433
Carrying value, at fair value	$ 11,611
Variable rate basis	LIBOR
Basis spread on LIBOR	3.25%
Effective rate	5.49%
Junior Subordinated Debt, at Fair Value | Sterling Capital Trust IV
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at fair value	$ 8,209
Variable rate basis	LIBOR
Basis spread on LIBOR	3.15%
Effective rate	5.44%
Junior Subordinated Debt, at Fair Value | Sterling Capital Statutory Trust V
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 20,619
Carrying value, at fair value	$ 16,434
Variable rate basis	LIBOR
Basis spread on LIBOR	3.25%
Effective rate	5.70%
Junior Subordinated Debt, at Fair Value | Sterling Capital Trust VI
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at fair value	$ 8,174
Variable rate basis	LIBOR
Basis spread on LIBOR	3.20%
Effective rate	5.61%
Junior Subordinated Debt, at Fair Value | Sterling Capital Trust VII
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 56,702
Carrying value, at fair value	$ 36,182
Variable rate basis	LIBOR
Basis spread on LIBOR	1.53%
Effective rate	4.34%
Junior Subordinated Debt, at Fair Value | Sterling Capital Trust VIII
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 51,547
Carrying value, at fair value	$ 33,143
Variable rate basis	LIBOR
Basis spread on LIBOR	1.63%
Effective rate	4.47%
Junior Subordinated Debt, at Fair Value | Sterling Capital Trust IX
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 46,392
Carrying value, at fair value	$ 28,852
Variable rate basis	LIBOR
Basis spread on LIBOR	1.40%
Effective rate	4.10%
Junior Subordinated Debt, at Fair Value | Lynnwood Financial Statutory Trust I
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 9,279
Carrying value, at fair value	$ 7,330
Variable rate basis	LIBOR
Basis spread on LIBOR	3.15%
Effective rate	5.63%
Junior Subordinated Debt, at Fair Value | Lynnwood Financial Statutory Trust II
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at fair value	$ 6,888
Variable rate basis	LIBOR
Basis spread on LIBOR	1.80%
Effective rate	4.56%
Junior Subordinated Debt, at Fair Value | Klamath First Capital Trust I
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 15,464
Carrying value, at fair value	$ 13,519
Variable rate basis	LIBOR
Basis spread on LIBOR	3.75%
Effective rate	5.84%
Junior Subordinated Debt, at Amortized Cost
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 96,037
Carrying value, at amortized cost	100,770
Junior Subordinated Debt, at Amortized Cost | HB Capital Trust I
Junior Subordinated Debentures [Line Items]
Issued Amount	5,310
Carrying value, at amortized cost	$ 6,022
Stated interest rate	10.875%
Effective rate	8.66%
Junior Subordinated Debt, at Amortized Cost | Humboldt Bancorp Statutory Trust I
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 5,155
Carrying value, at amortized cost	$ 5,683
Stated interest rate	10.20%
Effective rate	8.57%
Junior Subordinated Debt, at Amortized Cost | Humboldt Bancorp Statutory Trust II
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at amortized cost	$ 11,083
Variable rate basis	LIBOR
Basis spread on LIBOR	3.60%
Effective rate	4.04%
Junior Subordinated Debt, at Amortized Cost | Humboldt Bancorp Statutory Trust III
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 27,836
Carrying value, at amortized cost	$ 29,888
Variable rate basis	LIBOR
Basis spread on LIBOR	2.95%
Effective rate	3.49%
Junior Subordinated Debt, at Amortized Cost | CIB Capital Trust
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at amortized cost	$ 10,978
Variable rate basis	LIBOR
Basis spread on LIBOR	3.45%
Effective rate	3.95%
Junior Subordinated Debt, at Amortized Cost | Western Sierra Statutory Trust I
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 6,186
Carrying value, at amortized cost	$ 6,186
Variable rate basis	LIBOR
Basis spread on LIBOR	3.58%
Effective rate	4.75%
Junior Subordinated Debt, at Amortized Cost | Western Sierra Statutory Trust II
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at amortized cost	$ 10,310
Variable rate basis	LIBOR
Basis spread on LIBOR	3.60%
Effective rate	4.87%
Junior Subordinated Debt, at Amortized Cost | Western Sierra Statutory Trust III
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at amortized cost	$ 10,310
Variable rate basis	LIBOR
Basis spread on LIBOR	2.90%
Effective rate	4.06%
Junior Subordinated Debt, at Amortized Cost | Western Sierra Statutory Trust IV
Junior Subordinated Debentures [Line Items]
Issued Amount	$ 10,310
Carrying value, at amortized cost	$ 10,310
Variable rate basis	LIBOR
Basis spread on LIBOR	2.90%
Effective rate	4.06%

XML

Junior Subordinated Debentures (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Debt Disclosure [Abstract]
Common stock issued by Trusts	$ 14,300		$ 14,300		$ 14,300
Loss on junior subordinated debentures carried at fair value	$ 1,572	$ 1,572	$ 3,127	$ 3,144

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Commitments and Contingencies (Narrative) (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017 USD ($) properties	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) properties	Jun. 30, 2016 USD ($)	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Number of non-cancelable operating leases | properties	248		248
Rent expense	$ 9,500	$ 9,500	$ 19,200	$ 19,200
Rent income	494	502	1,000	1,000
Standby letters of credit that expire within one year	53,900		53,900
Standby letters of credit that expire thereafter	19,000		19,000
Standby letters of credit, fees	310	$ 262	464	$ 372
Residential mortgage loan repurchase reserve liability	$ 1,100		1,100
Days past due of GNMA loans available for repurchase	90 days
GNMA Loans past due by 90 days, but not yet repurchased	$ 16,300		$ 16,300
Real Estate Loans As Part Of Loan Portfolio
Concentration Risk [Line Items]
Concentration risk, percentage			75.00%		76.00%

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Commitments and Contingencies (Schedule Of Commitments And Contingencies) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Loss Contingencies [Line Items]
Commitments and contingent liabilities
Commitments to extend credit
Loss Contingencies [Line Items]
Commitments and contingent liabilities	4,406,220
Forward sales commitments
Loss Contingencies [Line Items]
Commitments and contingent liabilities	672,175
Commitments to originate residential mortgage loans held for sale
Loss Contingencies [Line Items]
Commitments and contingent liabilities	450,644
Standby letters of credit
Loss Contingencies [Line Items]
Commitments and contingent liabilities	$ 72,888

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Derivatives (Narrative) (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($) contracts	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) contracts	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) contracts
Credit Derivatives [Line Items]
Counterparty default losses on forward contracts	$ 0	$ 0	$ 0	$ 0
Commitments and contingent liabilities
Number of interest rate derivatives held | contracts	592		592		516
Termination value of derivatives in net liability position	$ 4,300,000		$ 4,300,000		$ 34,900,000
Collateral posting clearing	34,400,000		34,400,000		50,300,000
Variation Margin Payment	32,600,000		32,600,000
Decrease in settlement values of the Bank's derivative assets	1,700,000		1,700,000		241,000
Interest Rate Swap
Credit Derivatives [Line Items]
Notional amount of credit risk derivatives	2,700,000,000		2,700,000,000		$ 2,300,000,000
Commitments To Originate Loans Held For Sale
Credit Derivatives [Line Items]
Commitments and contingent liabilities	450,644,000		450,644,000
Interest Rate Forward Sales Commitments
Credit Derivatives [Line Items]
Commitments and contingent liabilities	$ 672,175,000		$ 672,175,000

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Derivatives (Summary Of Types Of Derivatives, Separately By Assets And Liabilities And Fair Value Of Derivatives) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Derivatives, Fair Value [Line Items]
Asset derivatives	$ 42,028	$ 47,501
Liability derivatives	5,660	37,063
Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Asset derivatives	210	670
Liability derivatives	399	874
Foreign Exchange Contract | Other Assets
Derivatives, Fair Value [Line Items]
Asset derivatives	210	670
Foreign Exchange Contract | Other Liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives	399	874
Interest Rate Lock Commitments
Derivatives, Fair Value [Line Items]
Asset derivatives	4,746	4,076
Interest Rate Lock Commitments | Interest Rate Contracts | Other Assets
Derivatives, Fair Value [Line Items]
Asset derivatives	4,746	4,076
Interest Rate Lock Commitments | Interest Rate Contracts | Other Liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives	0	0
Interest Rate Forward Sales Commitments
Derivatives, Fair Value [Line Items]
Asset derivatives	1,792	8,054
Liability derivatives	913	1,318
Interest Rate Forward Sales Commitments | Interest Rate Contracts | Other Assets
Derivatives, Fair Value [Line Items]
Asset derivatives	1,792	8,054
Interest Rate Forward Sales Commitments | Interest Rate Contracts | Other Liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives	913	1,318
Interest Rate Swap
Derivatives, Fair Value [Line Items]
Asset derivatives	35,280	34,701
Liability derivatives	4,348	34,871
Interest Rate Swap | Interest Rate Contracts | Other Assets
Derivatives, Fair Value [Line Items]
Asset derivatives	35,280	34,701
Interest Rate Swap | Interest Rate Contracts | Other Liabilities
Derivatives, Fair Value [Line Items]
Liability derivatives	$ 4,348	$ 34,871

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Derivatives (Summary Of Types Of Derivatives And Gains (Losses) Recorded) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gains (losses)	$ (5,821)	$ (8,310)	$ (6,653)	$ (16,315)
Foreign Exchange Contract | Other Income
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gains (losses)	356	332	765	593
Interest Rate Lock Commitments | Interest Rate Contracts | Mortgage Banking Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gains (losses)	(1,549)	2,774	670	7,398
Interest Rate Forward Sales Commitments | Interest Rate Contracts | Mortgage Banking Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gains (losses)	(3,872)	(9,923)	(6,605)	(21,020)
Interest Rate Swap | Interest Rate Contracts | Other Income
Derivative Instruments, Gain (Loss) [Line Items]
Derivative gains (losses)	$ (756)	$ (1,493)	$ (1,483)	$ (3,286)

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Derivatives (Offsetting Derivatives Assets) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Derivative Assets
Derivatives assets, net amounts of assets presented in the statement of financial position	$ 42,028	$ 47,501
Interest Rate Swap
Derivative Assets
Derivative assets, gross amounts of recognized assets	35,280	34,701
Derivative asset, fair value, gross liability	0	0
Derivatives assets, net amounts of assets presented in the statement of financial position	35,280	34,701
Derivative Asset, Fair Value, Amount Not Offset Against Collateral [Abstract]
Derivative assets, gross amounts not offset in the statement of financial position, financial instruments	(4,348)	(11,225)
Derivative assets, gross amounts not offset in the statement of financial position, collateral posted	0	0
Derivative assets, net amount	30,932	23,476
Foreign Exchange Contract
Derivative Assets
Derivative assets, gross amounts of recognized assets	210	670
Derivative asset, fair value, gross liability	0	0
Derivatives assets, net amounts of assets presented in the statement of financial position	210	670
Derivative Asset, Fair Value, Amount Not Offset Against Collateral [Abstract]
Derivative assets, gross amounts not offset in the statement of financial position, financial instruments	0	0
Derivative assets, gross amounts not offset in the statement of financial position, collateral posted	0	0
Derivative assets, net amount	$ 210	$ 670

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Derivatives (Offsetting Derivatives Liabilities) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Derivative Liabilities
Total liability derivatives	$ 5,660	$ 37,063
Interest Rate Swap
Derivative Liabilities
Derivative liabilities, gross amounts of recognized liabilities	4,348	34,871
Derivative liability, fair value, gross asset	0	0
Total liability derivatives	4,348	34,871
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract]
Derivative liabilities, gross amounts not offset in the statement of financial position, financial instruments	(4,348)	(11,225)
Derivative liabilities, gross amounts not offset in the statement of financial position, collateral posted	0	(23,646)
Derivative liabilities, net amount	0	0
Foreign Exchange Contract
Derivative Liabilities
Derivative liabilities, gross amounts of recognized liabilities	399	874
Derivative liability, fair value, gross asset	0	0
Total liability derivatives	399	874
Derivative Liability, Fair Value, Amount Not Offset Against Collateral [Abstract]
Derivative liabilities, gross amounts not offset in the statement of financial position, financial instruments	0	0
Derivative liabilities, gross amounts not offset in the statement of financial position, collateral posted	0	0
Derivative liabilities, net amount	$ 399	$ 874

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Shareholders' Equity and Stock Compensation (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	May 31, 2017	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Shareholders Equity and Share-Based Payments [Line Items]
Stock repurchased during period (in shares)	225,000
Stock repurchased during period	$ 3,900			$ 5,943		$ 17,708
Share-based Compensation, Excluding Accelerated Compensation Cost		$ 1,200	$ 1,600	3,700	$ 4,700
Total income tax benefit recognized related to stock-based compensation		464	638	1,400	1,800
Total intrinsic value of options exercised		29	46	141	178
Cash received from exercise of stock options		233	142	463	778
Income tax benefits received		554	3,400	2,400	5,300
Employee Stock Option
Shareholders Equity and Share-Based Payments [Line Items]
Cash received from exercise of stock options		233	34	269	67
Total unrecognized compensation cost related to nonvested stock awards		7		$ 7
Expected recognized over a weighted-average period, years				5 months 19 days
Restricted Stock
Shareholders Equity and Share-Based Payments [Line Items]
Total fair value of restricted stock shares/units vested and released		632	6,900	$ 5,200	11,300
Total unrecognized compensation cost related to nonvested stock awards		12,700		$ 12,700
Expected recognized over a weighted-average period, years				1 year 9 months 18 days
Restricted Stock Units (RSUs)
Shareholders Equity and Share-Based Payments [Line Items]
Total fair value of restricted stock shares/units vested and released		770	$ 1,800	$ 811	$ 2,100
Total unrecognized compensation cost related to nonvested stock awards		$ 771		$ 771
Expected recognized over a weighted-average period, years				7 months 24 days

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Shareholders' Equity and Stock Compensation (Summary Of Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2017 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding, balance, beginning of period (in shares) | shares	219
Options outstanding, granted (in shares) | shares	0
Options outstanding, exercised (in shares) | shares	(34)
Options outstanding, forfeited/expired (in shares) | shares	(50)
Options outstanding, balance, end of period (in shares) | shares	135
Options exercisable, end of period, options outstanding (in shares) | shares	131
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Weighted avg exercise price, balance beginning of period (in usd per share) | $ / shares	$ 15.74
Weighted-avg exercise price, granted (in usd per share) | $ / shares	0.00
Weighted-avg exercise price, exercised (in usd per share) | $ / shares	13.60
Weighted-avg exercise price, forfeited/expired (in usd per share) | $ / shares	26.12
Weighted avg exercise price, balance, end of period (in usd per share) | $ / shares	12.42
Options exercisable, end of period, weighted avg. exercise price (in usd per share) | $ / shares	$ 12.43
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options outstanding, weighted avg remaining contractual term	2 years 11 months 16 days
Options exercisable, end of period, weighted-avg remaining contractual term	2 years 10 months 17 days
Options outstanding, aggregate intrinsic value | $	$ 800
Options exercisable, end of period, aggregate intrinsic value | $	$ 774

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Shareholders' Equity and Stock Compensation (Summary Of Nonvested Restricted Share Activity) (Details) - Restricted Stock shares in Thousands	6 Months Ended
	Jun. 30, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares) | shares	1,096
Granted (in shares) | shares	601
Released (in shares) | shares	(286)
Forfeited (in shares) | shares	(78)
Ending balance (in shares) | shares	1,333
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Weighted average grant date fair value - beginning balance (in usd per share) | $ / shares	$ 15.61
Weighted average grant date fair value - granted (in usd per share) | $ / shares	18.16
Weighted average grant date fair value - released (in usd per share) | $ / shares	16.21
Weighted average grant date fair value - forfeited/expired (in usd per share) | $ / shares	16.67
Weighted average grant date fair value - ending balance (in usd per share) | $ / shares	$ 16.57

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Shareholders' Equity and Stock Compensation (Summary Of Restricted Stock Unit Activity) (Details) - Restricted Stock Units (RSUs) shares in Thousands	6 Months Ended
	Jun. 30, 2017 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Beginning balance (in shares) | shares	78
Granted (in shares) | shares	0
Released (in shares) | shares	(46)
Forfeited (in shares) | shares	(4)
Ending balance (in shares) | shares	28
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted average grant date fair value - beginning balance (in usd per share) | $ / shares	$ 18.58
Weighted average grant date fair value - granted (in usd per share) | $ / shares	0.00
Weighted average grant date fair value - released (in usd per share) | $ / shares	18.58
Weighted average grant date fair value - forfeited/expired (in usd per share) | $ / shares	18.58
Weighted average grant date fair value - ending balance (in usd per share) | $ / shares	$ 18.58

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Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Deferred tax liability, net	$ 34,296	$ 34,296	$ 0
Operating Loss Carryforwards	15,600	15,600
Net operating loss carryforwards, valuation allowance	1,100	1,100
Gross unrecognized tax benefits	3,100	$ 3,100
Effective income tax rate on unrecognized tax benefits that would impact effective tax rate		0.60%
Recognized benefit in interest	21	$ 27
Accrued interest related to unrecognized tax benefits	$ 381	$ 381

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Earnings Per Common Share (Computation Of Basic And Diluted Earnings (Loss) Per Common Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
NUMERATORS:
Net income	$ 56,812	$ 54,287	$ 102,815	$ 101,856	$ 232,940
Dividends and undistributed earnings allocated to participating securities	14	32	26	61
Net earnings available to common shareholders	$ 56,798	$ 54,255	$ 102,789	$ 101,795
DENOMINATORS:
Weighted average number of common shares outstanding - basic (in shares)	220,310	220,421	220,298	220,324
Effect of potentially dilutive common shares (in shares)	443	486	492	677
Weighted average number of common shares outstanding - diluted (in shares)	220,753	220,907	220,790	221,001
EARNINGS PER COMMON SHARE:
Basic (in usd per share)	$ 0.26	$ 0.25	$ 0.47	$ 0.46
Diluted (in usd per share)	$ 0.26	$ 0.25	$ 0.47	$ 0.46

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Earnings Per Common Share (Schedule Of Weighted Average Outstanding Securities Not Included In The Computation Of Diluted Earnings Per Common Share) (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive weighted average outstanding securities (in shares)	0	50	18	107
Restricted Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive weighted average outstanding securities (in shares)	0	1	0	0

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Segment Information (Narrative) (Details)	6 Months Ended
	Jun. 30, 2017 segment
Segment Reporting [Abstract]
Number of primary segments	4
Effective Income Tax Rate on Business Segments	37.00%

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Segment Information (Summary Of Financial Information By Reportable Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Segment Reporting Information [Line Items]
Net interest income	$ 212,078	$ 209,198	$ 418,803	$ 426,900
Provision for loan and lease losses	10,657	10,589	22,329	15,412
Non-interest income	71,119	74,659	131,344	120,610
Non-interest expense	184,021	188,511	366,735	372,500
Income before provision for income taxes	88,519	84,757	161,083	159,598
Provision for income taxes	31,707	30,470	58,268	57,742
Net income	56,812	54,287	102,815	101,856	$ 232,940
Total assets	25,257,784		25,257,784		24,813,119
Loans and leases	18,321,142	17,355,240	18,321,142	17,355,240	17,508,663
Total deposits	19,459,950		19,459,950		19,020,985
Commercial Bank
Segment Reporting Information [Line Items]
Net interest income	106,307	104,206	210,062	208,005
Provision for loan and lease losses	7,784	9,460	16,893	12,776
Non-interest income	14,986	11,148	27,460	20,270
Non-interest expense	53,112	49,664	106,525	100,027
Income before provision for income taxes	60,397	56,230	114,104	115,472
Provision for income taxes	22,347	20,805	42,218	42,725
Net income	38,050	35,425	71,886	72,747
Total assets	13,362,082		13,362,082		12,829,249
Loans and leases	13,179,056		13,179,056		12,640,383
Total deposits	3,358,218		3,358,218		3,288,837
Wealth Management
Segment Reporting Information [Line Items]
Net interest income	5,402	5,214	10,642	10,568
Provision for loan and lease losses	175	74	375	368
Non-interest income	4,479	5,158	9,227	9,719
Non-interest expense	8,732	9,328	17,205	18,682
Income before provision for income taxes	974	970	2,289	1,237
Provision for income taxes	360	359	847	458
Net income	614	611	1,442	779
Total assets	437,709		437,709		437,058
Loans and leases	424,442		424,442		415,737
Total deposits	980,497		980,497		1,011,454
Retail Bank
Segment Reporting Information [Line Items]
Net interest income	69,464	61,222	135,953	123,600
Provision for loan and lease losses	2,852	1,432	4,668	3,578
Non-interest income	15,670	15,919	30,501	30,631
Non-interest expense	72,084	72,988	143,778	146,503
Income before provision for income taxes	10,198	2,721	18,008	4,150
Provision for income taxes	3,773	1,007	6,663	1,536
Net income	6,425	1,714	11,345	2,614
Total assets	2,012,254		2,012,254		1,893,433
Loans and leases	1,942,451		1,942,451		1,806,554
Total deposits	12,402,937		12,402,937		12,032,906
Home Lending
Segment Reporting Information [Line Items]
Net interest income	9,234	10,325	19,270	19,192
Provision for loan and lease losses	260	(963)	287	(2,498)
Non-interest income	34,637	40,945	61,517	56,688
Non-interest expense	40,542	43,160	79,696	81,483
Income before provision for income taxes	3,069	9,073	804	(3,105)
Provision for income taxes	1,136	3,357	297	(1,149)
Net income	1,933	5,716	507	(1,956)
Total assets	3,411,380		3,411,380		3,243,600
Loans and leases	2,795,809		2,795,809		2,685,181
Total deposits	258,697		258,697		229,358
Corporate & Other
Segment Reporting Information [Line Items]
Net interest income	21,671	28,231	42,876	65,535
Provision for loan and lease losses	(414)	586	106	1,188
Non-interest income	1,347	1,489	2,639	3,302
Non-interest expense	9,551	13,371	19,531	25,805
Income before provision for income taxes	13,881	15,763	25,878	41,844
Provision for income taxes	4,091	4,942	8,243	14,172
Net income	9,790	$ 10,821	17,635	$ 27,672
Total assets	6,034,359		6,034,359		6,409,779
Loans and leases	(20,616)		(20,616)		(39,192)
Total deposits	$ 2,459,601		$ 2,459,601		$ 2,458,430

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Fair Value Measurement (Schedule Of Carrying Value And Fair Value Of Financial Instruments Not Recorded At Fair Value) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
FINANCIAL ASSETS:
Cash and cash equivalents	$ 615,964		$ 1,449,432	$ 905,363		$ 773,725
Trading securities	11,467		10,964
Investment securities available for sale	3,132,566		2,701,220
Investment securities held to maturity	4,017		4,216
Loans held for sale	451,350		387,318
Loans and leases, net	18,184,275		17,374,679
Restricted equity securities	45,511		45,528
Residential mortgage servicing rights	141,832	$ 142,344	142,973	$ 112,095	$ 117,172	$ 131,817
Bank owned life insurance assets	303,894		299,673
Derivatives	42,028		47,501
FINANCIAL LIABILITIES:
Deposits	19,459,950		19,020,985
Securities sold under agreements to repurchase	330,189		352,948
Term debt	852,219		852,397
Junior subordinated debentures, at fair value	265,423		262,209
Junior subordinated debentures, at amortized cost	100,770		100,931
Derivatives	5,660		37,063
Carrying Value
FINANCIAL ASSETS:
Cash and cash equivalents	615,964		1,449,432
Trading securities	11,467		10,964
Investment securities available for sale	3,132,566		2,701,220
Investment securities held to maturity	4,017		4,216
Loans held for sale	451,350		387,318
Loans and leases, net	18,184,275		17,374,679
Restricted equity securities	45,511		45,528
Residential mortgage servicing rights	141,832		142,973
Bank owned life insurance assets	303,894		299,673
Derivatives	42,028		47,501
Visa Class B common stock	0		0
FINANCIAL LIABILITIES:
Deposits	19,459,950		19,020,985
Securities sold under agreements to repurchase	330,189		352,948
Term debt	852,219		852,397
Junior subordinated debentures, at fair value	265,423		262,209
Junior subordinated debentures, at amortized cost	100,770		100,931
Derivatives	5,660		37,063
Estimated Fair Value
FINANCIAL ASSETS:
Cash and cash equivalents	615,964		1,449,432
Trading securities	11,467		10,964
Investment securities available for sale	3,132,566		2,701,220
Investment securities held to maturity	5,071		5,217
Loans held for sale	451,350		387,318
Loans and leases, net	18,166,230		17,385,156
Restricted equity securities	45,511		45,528
Residential mortgage servicing rights	141,832		142,973
Bank owned life insurance assets	303,894		299,673
Derivatives	42,028		47,501
Visa Class B common stock	71,046		59,107
FINANCIAL LIABILITIES:
Deposits	19,456,321		19,016,330
Securities sold under agreements to repurchase	330,189		352,948
Term debt	847,076		844,377
Junior subordinated debentures, at fair value	265,423		262,209
Junior subordinated debentures, at amortized cost	78,586		77,640
Derivatives	$ 5,660		$ 37,063

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Fair Value Measurement (Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading, at fair value	$ 11,467		$ 10,964
Available for sale, at fair value	3,132,566		2,701,220
Loans held for sale, at fair value	451,350		387,318
Residential mortgage servicing rights, at fair value	141,832	$ 142,344	142,973	$ 112,095	$ 117,172	$ 131,817
Derivatives, assets	42,028		47,501
Total assets measured at fair value	3,779,243		3,289,976
Junior subordinated debentures, at fair value	265,423		262,209
Derivatives, liabilities	5,660		37,063
Total liabilities measured at fair value	271,083		299,272
Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans held for sale, at fair value	0		0
Residential mortgage servicing rights, at fair value	0		0
Total assets measured at fair value	11,410		10,302
Junior subordinated debentures, at fair value	0		0
Total liabilities measured at fair value	0		0
Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans held for sale, at fair value	451,350		387,318
Residential mortgage servicing rights, at fair value	0		0
Total assets measured at fair value	3,621,255		3,132,625
Junior subordinated debentures, at fair value	0		0
Total liabilities measured at fair value	5,660		37,063
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loans held for sale, at fair value	0		0
Residential mortgage servicing rights, at fair value	141,832		142,973
Total assets measured at fair value	146,578		147,049
Junior subordinated debentures, at fair value	265,423		262,209
Total liabilities measured at fair value	265,423		262,209
Foreign Exchange Contract
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	210		670
Derivatives, liabilities	399		874
Foreign Exchange Contract | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	0		0
Derivatives, liabilities	0		0
Foreign Exchange Contract | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	210		670
Derivatives, liabilities	399		874
Foreign Exchange Contract | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	0		0
Derivatives, liabilities	0		0
Interest Rate Lock Commitments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	4,746		4,076
Interest Rate Lock Commitments | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	0		0
Interest Rate Lock Commitments | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	0		0
Interest Rate Lock Commitments | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	4,746		4,076
Interest Rate Forward Sales Commitments
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	1,792		8,054
Derivatives, liabilities	913		1,318
Interest Rate Forward Sales Commitments | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	0		0
Derivatives, liabilities	0		0
Interest Rate Forward Sales Commitments | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	1,792		8,054
Derivatives, liabilities	913		1,318
Interest Rate Forward Sales Commitments | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	0		0
Derivatives, liabilities	0		0
Interest Rate Swap
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	35,280		34,701
Derivatives, liabilities	4,348		34,871
Interest Rate Swap | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	0		0
Derivatives, liabilities	0		0
Interest Rate Swap | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	35,280		34,701
Derivatives, liabilities	4,348		34,871
Interest Rate Swap | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivatives, assets	0		0
Derivatives, liabilities	0		0
Obligations Of States And Political Subdivisions
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading, at fair value	57		662
Available for sale, at fair value	298,560		307,697
Obligations Of States And Political Subdivisions | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading, at fair value	0		0
Available for sale, at fair value	0		0
Obligations Of States And Political Subdivisions | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading, at fair value	57		662
Available for sale, at fair value	298,560		307,697
Obligations Of States And Political Subdivisions | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading, at fair value	0		0
Available for sale, at fair value	0		0
Equity Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading, at fair value	11,410		10,302
Equity Securities | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading, at fair value	11,410		10,302
Equity Securities | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading, at fair value	0		0
Equity Securities | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trading, at fair value	0		0
Residential Mortgage-Backed Securities And Collateralized Mortgage Obligations
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale, at fair value	2,832,025		2,391,553
Residential Mortgage-Backed Securities And Collateralized Mortgage Obligations | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale, at fair value	0		0
Residential Mortgage-Backed Securities And Collateralized Mortgage Obligations | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale, at fair value	2,832,025		2,391,553
Residential Mortgage-Backed Securities And Collateralized Mortgage Obligations | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale, at fair value	0		0
Investments In Mutual Funds And Other Equity Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale, at fair value	1,981		1,970
Investments In Mutual Funds And Other Equity Securities | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale, at fair value	0		0
Investments In Mutual Funds And Other Equity Securities | Level 2
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale, at fair value	1,981		1,970
Investments In Mutual Funds And Other Equity Securities | Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Available for sale, at fair value	$ 0		$ 0

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Fair Value Measurement (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Fair Value Disclosures [Abstract]
Other Company Stock Owned Fair Value Discount Percentage			5.00%
Net gain (loss) representing the change in fair value in earnings	$ 2.2	$ 8.9	$ 7.1	$ 13.8

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Fair Value Measurement (Schedule Of A Description Of The Valuation Technique, Unobservable Input, And Qualitative Information For The Company's Assets And Liabilities Classified As Level 3) (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Constant prepayment rate	13.59%	11.43%
Discount rate	9.70%	9.69%
Mortgage Servicing Rights
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Valuation technique	Discounted cash flow
Interest Rate Lock Commitments
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Valuation technique	Internal Pricing Model
Junior Subordinated Debentures
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Valuation technique	Discounted cash flow
Weighted Average | Mortgage Servicing Rights
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Constant prepayment rate	13.59%
Discount rate	9.70%
Weighted Average | Interest Rate Lock Commitments
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Pull-through rate	87.30%
Weighted Average | Junior Subordinated Debentures
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Credit Spread	5.26%

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Fair Value Measurement (Schedule Of Reconciliation Of Assets And Liabilities Measured At Fair Value Using Significant Unobservable Inputs (Level 3) On A Recurring Basis) (Details) - Level 3 - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Junior Subordinated Debentures
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Junior subordinated debentures, beginning balance	$ 263,605	$ 256,917	$ 262,209	$ 255,457
Junior subordinated debentures, change included in earnings	4,872	4,380	9,552	8,674
Junior subordinated debentures, purchases and issuances	0	0	0	0
Junior subordinated debentures, sales and settlements	(3,054)	(2,637)	(6,338)	(5,471)
Junior subordinated debentures, ending balance	265,423	258,660	265,423	258,660
Junior subordinated debentures, net change in unrealized gains or (losses) relating to items held at end of period	4,872	4,380	9,552	8,674
Interest Rate Lock Commitments
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Interest rate lock commitment, beginning balance	6,294	8,255	4,076	3,631
Interest rate lock commitment, change included in earnings	580	1,677	1,377	3,721
Interest rate lock commitment, purchases and issuances	11,315	16,319	21,964	31,282
Interest rate lock commitment, sales and settlements	(13,443)	(15,223)	(22,671)	(27,606)
Interest rate lock commitment, ending balance	4,746	11,028	4,746	11,028
Interest rate lock commitment, net change in unrealized gains or (losses) relating to items held at end of period	4,746	11,028	4,746	11,028
Mortgage Servicing Rights
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Mortgage servicing rights, beginning balance	142,344	117,172	142,973	131,817
Mortgage servicing rights, change included in earnings	(8,331)	(13,940)	(16,001)	(34,565)
Mortgage servicing rights, purchases and issuances	7,819	8,863	14,860	14,843
Mortgage servicing rights, sales and settlements	0	0	0	0
Mortgage servicing rights, ending balance	141,832	112,095	141,832	112,095
Mortgage servicing rights, net change in unrealized gains or (losses) relating to items held at end of period	$ (4,268)	$ (12,134)	$ (8,224)	$ (31,961)

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Fair Value Measurement (Fair Value Assets And Liabilities Measured On Nonrecurring Basis) (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	$ 39,534	$ 28,365
Level 1
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	0	0
Level 2
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	0	0
Level 3
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	39,534	28,365
Loans And Leases
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	39,448	25,753
Loans And Leases | Level 1
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	0	0
Loans And Leases | Level 2
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	0	0
Loans And Leases | Level 3
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	39,448	25,753
Other Real Estate Owned
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	86	2,612
Other Real Estate Owned | Level 1
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	0	0
Other Real Estate Owned | Level 2
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	0	0
Other Real Estate Owned | Level 3
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Assets, nonrecurring	$ 86	$ 2,612

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Fair Value Measurement (Losses Resulting From Nonrecurring Fair Value Adjustments) (Details) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss from nonrecurring measurements	$ 11,954	$ 7,130	$ 23,263	$ 14,632
Loans And Leases
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss from nonrecurring measurements	11,914	7,091	23,156	13,170
Other Real Estate Owned
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Loss from nonrecurring measurements	$ 40	$ 39	$ 107	$ 1,462

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Fair Value Measurement (Fair Value Option) (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Fair value	$ 451,350	$ 387,318
Aggregate unpaid principal balance	435,931	378,974
Fair value less aggregate unpaid principal balance	$ 15,419	$ 8,344