United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	for the quarterly period ended:	~~March 31,~~June 30, 2022
	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 1400

Portland, Oregon 97204

(Address of Principal Executive Offices)(Zip Code)

(503) 727-4100

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


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

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. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

☒ 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 ☒ 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: ~~217,046,408~~217,050,683 shares outstanding as of ~~May 2,~~July 28, 2022.

Table of Contents

UMPQUA HOLDINGS CORPORATION

FORM 10-Q

Table of Contents


GLOSSARY OF DEFINED TERMS
ACL						Allowance for credit losses
ASU						Accounting Standards Update

Bank						Umpqua Bank
Bank Merger						The proposed merger of Columbia State Bank, a Washington state-chartered bank and a wholly owned subsidiary of Columbia, with the Bank, with the Bank as the surviving bank
Basel III						Basel capital framework (third accord)


CECL						Current Expected Credit Losses
Columbia						Columbia Banking System, Inc.
Company						Umpqua Holdings Corporation ~~and its subsidiaries~~
COVID-19						Coronavirus Disease 2019
CVA						Credit valuation adjustments
DCF						Discounted cash flow
FASB						Financial Accounting Standards Board
FDIC						Federal Deposit Insurance Corporation
Federal Reserve						Board of Governors of the Federal Reserve System
FHLB						Federal Home Loan Bank
FinPac						Financial Pacific Leasing, Inc.
FOMC						Federal Open Market Committee

GAAP						Generally accepted accounting principles
GDP						Gross Domestic Product
GNMA						Government National Mortgage Association
HELOC						Home equity line of credit
LGD						Loss given default
LIBOR						London Inter-Bank Offered Rate
Mergers						Merger Sub will merge with and into Umpqua, with Umpqua as the surviving entity, and immediately following such merger, Umpqua will merge with and into Columbia, with Columbia as the surviving corporation.
Merger Agreement						Agreement and Plan of Merger dated as of October 11, 2021, by and among ~~Umpqua,~~the Company, Columbia, and ~~Cascade~~ Merger Sub ~~Inc., a Delaware corporation and a direct, wholly owned subsidiary of Columbia~~
Merger Sub						Cascade Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Columbia
MSR						Mortgage servicing rights


PD						Probability of default
PPP						Paycheck Protection Program

SBA						Small Business Administration
SEC						Securities and Exchange Commission
SOFR						Secured Overnight Financing Rate

TDR						Troubled debt restructuring
Umpqua						Umpqua Holdings Corporation and its subsidiaries

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


(in thousands, except shares)	(in thousands, except shares)	March 31, 2022		December 31, 2021		(in thousands, except shares)	June 30, 2022		December 31, 2021
ASSETS	ASSETS					ASSETS
Cash and due from banks (restricted cash of $9,072 and $3,593)		$	307,144	$	222,015
Cash and due from banks (restricted cash of $0 and $3,593)						Cash and due from banks (restricted cash of $0 and $3,593)	$	315,348	$	222,015
Interest bearing cash and temporary investments (restricted cash of $0 and $400)	Interest bearing cash and temporary investments (restricted cash of $0 and $400)	2,358,292		2,539,606		Interest bearing cash and temporary investments (restricted cash of $0 and $400)	687,233		2,539,606
Total cash and cash equivalents	Total cash and cash equivalents	2,665,436		2,761,621		Total cash and cash equivalents	1,002,581		2,761,621
Investment securities	Investment securities					Investment securities
Equity and other, at fair value	Equity and other, at fair value	78,966		81,214		Equity and other, at fair value	75,347		81,214
Available for sale, at fair value	Available for sale, at fair value	3,638,080		3,870,435		Available for sale, at fair value	3,416,707		3,870,435
Held to maturity, at amortized cost	Held to maturity, at amortized cost	2,700		2,744		Held to maturity, at amortized cost	2,637		2,744
Loans held for sale, at fair value	Loans held for sale, at fair value	309,946		353,105		Loans held for sale, at fair value	228,889		353,105
Loans and leases (at fair value: $319,630 and $345,634)		22,975,761		22,553,180
Loans and leases (at fair value: $309,628 and $345,634)						Loans and leases (at fair value: $309,628 and $345,634)	24,432,678		22,553,180
Allowance for credit losses on loans and leases	Allowance for credit losses on loans and leases	(248,564)		(248,412)		Allowance for credit losses on loans and leases	(261,111)		(248,412)
Net loans and leases	Net loans and leases	22,727,197		22,304,768		Net loans and leases	24,171,567		22,304,768
Restricted equity securities	Restricted equity securities	10,889		10,916		Restricted equity securities	10,867		10,916
Premises and equipment, net	Premises and equipment, net	167,369		171,125		Premises and equipment, net	165,196		171,125
Operating lease right-of-use assets	Operating lease right-of-use assets	87,333		82,366		Operating lease right-of-use assets	87,249		82,366

Other intangible assets, net	Other intangible assets, net	7,815		8,840		Other intangible assets, net	6,789		8,840
Residential mortgage servicing rights, at fair value	Residential mortgage servicing rights, at fair value	165,807		123,615		Residential mortgage servicing rights, at fair value	179,558		123,615
Bank owned life insurance	Bank owned life insurance	328,040		327,745		Bank owned life insurance	328,764		327,745
Deferred tax asset, net	Deferred tax asset, net	39,051		—		Deferred tax asset, net	70,134		—
Other assets	Other assets	408,497		542,442		Other assets	389,409		542,442
Total assets	Total assets	$	30,637,126	$	30,640,936	Total assets	$	30,135,694	$	30,640,936
LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY					LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits	Deposits					Deposits
Non-interest bearing	Non-interest bearing	$	11,058,251	$	11,023,724	Non-interest bearing	$	11,129,209	$	11,023,724
Interest bearing	Interest bearing	15,641,336		15,570,961		Interest bearing	15,003,214		15,570,961
Total deposits	Total deposits	26,699,587		26,594,685		Total deposits	26,132,423		26,594,685
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	499,539		492,247		Securities sold under agreements to repurchase	527,961		492,247
Borrowings	Borrowings	6,290		6,329		Borrowings	6,252		6,329
Junior subordinated debentures, at fair value	Junior subordinated debentures, at fair value	305,719		293,081		Junior subordinated debentures, at fair value	321,268		293,081
Junior subordinated debentures, at amortized cost	Junior subordinated debentures, at amortized cost	87,984		88,041		Junior subordinated debentures, at amortized cost	87,927		88,041
Operating lease liabilities	Operating lease liabilities	101,732		95,427		Operating lease liabilities	101,352		95,427
Deferred tax liability, net	Deferred tax liability, net	—		4,353		Deferred tax liability, net	—		4,353
Other liabilities	Other liabilities	328,677		317,503		Other liabilities	440,235		317,503
Total liabilities	Total liabilities	28,029,528		27,891,666		Total liabilities	27,617,418		27,891,666
COMMITMENTS AND CONTINGENCIES (NOTE 6)	COMMITMENTS AND CONTINGENCIES (NOTE 6)	0		0		COMMITMENTS AND CONTINGENCIES (NOTE 6)	0		0
SHAREHOLDERS' EQUITY	SHAREHOLDERS' EQUITY					SHAREHOLDERS' EQUITY
Common stock, no par value, shares authorized: 400,000,000 in 2022 and 2021; issued and outstanding: 216,966,871 in 2022 and 216,625,506 in 2021		3,443,266		3,444,849
Common stock, no par value, shares authorized: 400,000,000 in 2022 and 2021; issued and outstanding: 217,048,967 in 2022 and 216,625,506 in 2021						Common stock, no par value, shares authorized: 400,000,000 in 2022 and 2021; issued and outstanding: 217,048,967 in 2022 and 216,625,506 in 2021	3,445,531		3,444,849
Accumulated deficit	Accumulated deficit	(651,912)		(697,338)		Accumulated deficit	(619,108)		(697,338)
Accumulated other comprehensive (loss) income	Accumulated other comprehensive (loss) income	(183,756)		1,759		Accumulated other comprehensive (loss) income	(308,147)		1,759
Total shareholders' equity	Total shareholders' equity	2,607,598		2,749,270		Total shareholders' equity	2,518,276		2,749,270
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	30,637,126	$	30,640,936	Total liabilities and shareholders' equity	$	30,135,694	$	30,640,936

See notes to condensed consolidated financial statements

Table of Contents

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)
Three Months Ended
(in thousands, except per share amounts) March 31, 2022 March 31, 2021
INTEREST INCOME
Interest and fees on loans and leases $ 214,404 $ 221,141
Interest and dividends on investment securities:
Taxable 18,725 13,112
Exempt from federal income tax 1,372 1,534
Dividends 86 598
Interest on temporary investments and interest bearing deposits 1,353 624
Total interest income 235,940 237,009
INTEREST EXPENSE
Interest on deposits 3,916 10,678
Interest on securities sold under agreement to repurchase and federal funds purchased 63 76
Interest on borrowings 49 1,772
Interest on junior subordinated debentures 3,149 3,052
Total interest expense 7,177 15,578
Net interest income 228,763 221,431
PROVISION FOR CREDIT LOSSES 4,804 —
Net interest income after provision for credit losses 223,959 221,431
NON-INTEREST INCOME
Service charges on deposits 11,583 9,647
Card-based fees 8,708 7,374
Brokerage revenue 11 3,915
Residential mortgage banking revenue, net 60,786 65,033
Gain on sale of debt securities, net 2 4
Loss on equity securities, net (2,661) (706)
Gain on loan and lease sales, net 2,337 1,373
Bank owned life insurance income 2,087 2,071
Other (losses) income (2,884) 20,089
Total non-interest income 79,969 108,800
NON-INTEREST EXPENSE
Salaries and employee benefits 113,138 124,134
Occupancy and equipment, net 34,829 34,635
Communications 2,754 2,763
Marketing 2,398 1,372
Services 11,337 10,750
FDIC assessments 4,516 2,599
Intangible amortization 1,025 1,130
Merger related expenses 2,278 —
Other expenses 10,155 10,209
Total non-interest expense 182,430 187,592
Income before provision for income taxes 121,498 142,639
Provision for income taxes 30,341 34,902
Net income $ 91,157 $ 107,737
Earnings per common share:
Basic $0.42 $0.49
Diluted $0.42 $0.49
Weighted average number of common shares outstanding:
Basic 216,782 220,367
Diluted 217,392 220,891


	Three Months Ended				Six Months Ended
(in thousands, except per share amounts)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
INTEREST INCOME
Interest and fees on loans and leases	$	234,674	$	223,470	$	449,078	$	444,611
Interest and dividends on investment securities:
Taxable	17,256		14,619		35,981		27,731
Exempt from federal income tax	1,369		1,487		2,741		3,021
Dividends	84		405		170		1,003
Interest on temporary investments and interest bearing deposits	2,919		774		4,272		1,398
Total interest income	256,302		240,755		492,242		477,764
INTEREST EXPENSE
Interest on deposits	4,015		7,016		7,931		17,694
Interest on securities sold under agreement to repurchase and federal funds purchased	66		68		129		144
Interest on borrowings	50		866		99		2,638
Interest on junior subordinated debentures	4,001		3,042		7,150		6,094
Total interest expense	8,132		10,992		15,309		26,570
Net interest income	248,170		229,763		476,933		451,194
PROVISION (RECAPTURE) FOR CREDIT LOSSES	18,692		(22,996)		23,496		(22,996)
Net interest income after provision (recapture) for credit losses	229,478		252,759		453,437		474,190
NON-INTEREST INCOME
Service charges on deposits	12,011		10,310		23,594		19,957
Card-based fees	10,530		10,274		19,238		17,648
Brokerage revenue	27		1,135		38		5,050
Residential mortgage banking revenue, net	30,544		44,443		91,330		109,476
Gain on sale of debt securities, net	—		—		2		4
(Loss) gain on equity securities, net	(2,075)		4		(4,736)		(702)
Gain on loan and lease sales, net	1,303		5,318		3,640		6,691
Bank owned life insurance income	2,110		2,092		4,197		4,163
Other income (losses)	785		17,499		(2,099)		37,588
Total non-interest income	55,235		91,075		135,204		199,875
NON-INTEREST EXPENSE
Salaries and employee benefits	110,942		121,573		224,080		245,707
Occupancy and equipment, net	34,559		34,657		69,388		69,292
Communications	2,585		3,004		5,339		5,767
Marketing	1,649		2,054		4,047		3,426
Services	14,402		13,512		25,739		24,262
FDIC assessments	2,954		1,607		7,470		4,206
Intangible amortization	1,026		1,130		2,051		2,260
Merger related expenses	2,672		—		4,950		—

Other expenses	8,785		11,863		18,940		22,072
Total non-interest expense	179,574		189,400		362,004		376,992
Income before provision for income taxes	105,139		154,434		226,637		297,073
Provision for income taxes	26,548		38,291		56,889		73,193
Net income	$	78,591	$	116,143	$	169,748	$	223,880
Earnings per common share:
Basic	$0.36		$0.53		$0.78		$1.02
Diluted	$0.36		$0.53		$0.78		$1.01
Weighted average number of common shares outstanding:
Basic	217,030		220,593		216,906		220,481
Diluted	217,279		221,022		217,333		220,928

See notes to condensed consolidated financial statements

Table of Contents

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


		Three Months Ended			Three Months Ended						Six Months Ended
(in thousands)	(in thousands)		March 31, 2022			March 31, 2021		(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Net income	Net income		$	91,157		$	107,737	Net income	$	78,591	$	116,143	$	169,748	$	223,880
Available for sale securities:	Available for sale securities:							Available for sale securities:
Unrealized losses arising during the period			(237,046)			(87,345)
Income tax benefit related to unrealized losses			60,968			22,465
Unrealized (losses) gains arising during the period								Unrealized (losses) gains arising during the period	(152,399)		22,821		(389,445)		(64,524)
Income tax benefit (expense) related to unrealized losses								Income tax benefit (expense) related to unrealized losses	39,197		(5,870)		100,165		16,595

Reclassification adjustment for net realized gains in earnings	Reclassification adjustment for net realized gains in earnings		(2)			(4)		Reclassification adjustment for net realized gains in earnings	—		—		(2)		(4)
Income tax expense related to realized gains	Income tax expense related to realized gains		1			1		Income tax expense related to realized gains	—		—		1		1
Net change in unrealized losses for available for sale securities			(176,079)			(64,883)
Net change in unrealized (losses) gains for available for sale securities								Net change in unrealized (losses) gains for available for sale securities	(113,202)		16,951		(289,281)		(47,932)

Junior subordinated debentures, at fair value:	Junior subordinated debentures, at fair value:							Junior subordinated debentures, at fair value:
Unrealized losses arising during the period	Unrealized losses arising during the period		(12,703)			(26,562)		Unrealized losses arising during the period	(15,064)		(5,996)		(27,767)		(32,558)
Income tax benefit related to unrealized losses	Income tax benefit related to unrealized losses		3,267			6,832		Income tax benefit related to unrealized losses	3,875		1,542		7,142		8,374
Net change in unrealized losses for junior subordinated debentures, at fair value	Net change in unrealized losses for junior subordinated debentures, at fair value		(9,436)			(19,730)		Net change in unrealized losses for junior subordinated debentures, at fair value	(11,189)		(4,454)		(20,625)		(24,184)
Other comprehensive loss, net of tax			(185,515)			(84,613)
Other comprehensive (loss) income, net of tax								Other comprehensive (loss) income, net of tax	(124,391)		12,497		(309,906)		(72,116)
Comprehensive (loss) income	Comprehensive (loss) income		$	(94,358)		$	23,124	Comprehensive (loss) income	$	(45,800)	$	128,640	$	(140,158)	$	151,764

See notes to condensed consolidated financial statements

Table of Contents

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(UNAUDITED)


	Common Stock			Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)
(in thousands, except shares)	Shares	Amount						Total
Balance at January 1, 2021	220,226,335	$	3,514,599	$	(932,767)	$	122,745	$	2,704,577
Net income				107,737				107,737
Other comprehensive loss, net of tax						(84,613)		(84,613)
Stock-based compensation		2,964						2,964
Stock repurchased and retired	(143,832)	(2,315)						(2,315)
Issuances of common stock under stock plans	408,700	—						—
Cash dividends on common stock ($0.21 per share)				(46,481)				(46,481)

Balance at March 31, 2021	220,491,203	$	3,515,248	$	(871,511)	$	38,132	$	2,681,869
Net income				116,143				116,143
Other comprehensive income, net of tax						12,497		12,497
Stock-based compensation		2,377						2,377
Stock repurchased and retired	(957)	(18)						(18)
Issuances of common stock under stock plans	136,206	34						34
Cash dividends on common stock ($0.21 per share)				(46,586)				(46,586)
Balance at June 30, 2021	220,626,452	$	3,517,641	$	(801,954)	$	50,629	$	2,766,316
Net income				108,066				108,066
Other comprehensive loss, net of tax						(30,420)		(30,420)
Stock-based compensation		2,765						2,765
Stock repurchased and retired	(4,011,808)	(78,321)						(78,321)
Issuances of common stock under stock plans	7,159	—						—
Cash dividends on common stock ($0.21 per share)				(46,027)				(46,027)
Balance at September 30, 2021	216,621,803	$	3,442,085	$	(739,915)	$	20,209	$	2,722,379
Net income				88,354				88,354
Other comprehensive loss, net of tax						(18,450)		(18,450)
Stock-based compensation		2,800						2,800
Stock repurchased and retired	(1,790)	(36)						(36)
Issuances of common stock under stock plans	5,493	—						—
Cash dividends on common stock ($0.21 per share)				(45,777)				(45,777)


Balance at December 31, 2021	Balance at December 31, 2021	216,625,506	$	3,444,849	$	(697,338)	$	1,759	$	2,749,270	Balance at December 31, 2021	216,625,506	$	3,444,849	$	(697,338)	$	1,759	$	2,749,270
Net income	Net income				91,157				91,157		Net income				91,157				91,157
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax						(185,515)		(185,515)		Other comprehensive loss, net of tax						(185,515)		(185,515)
Stock-based compensation	Stock-based compensation		2,454						2,454		Stock-based compensation		2,454						2,454
Stock repurchased and retired	Stock repurchased and retired	(194,792)	(4,037)						(4,037)		Stock repurchased and retired	(194,792)	(4,037)						(4,037)
Issuances of common stock under stock plans	Issuances of common stock under stock plans	536,157	—						—		Issuances of common stock under stock plans	536,157	—						—
Cash dividends on common stock ($0.21 per share)	Cash dividends on common stock ($0.21 per share)				(45,731)				(45,731)		Cash dividends on common stock ($0.21 per share)				(45,731)				(45,731)
Balance at March 31, 2022	Balance at March 31, 2022	216,966,871	$	3,443,266	$	(651,912)	$	(183,756)	$	2,607,598	Balance at March 31, 2022	216,966,871	$	3,443,266	$	(651,912)	$	(183,756)	$	2,607,598
Net income											Net income				78,591				78,591
Other comprehensive loss, net of tax											Other comprehensive loss, net of tax						(124,391)		(124,391)
Stock-based compensation											Stock-based compensation		2,283						2,283
Stock repurchased and retired											Stock repurchased and retired	(4,267)	(72)						(72)
Issuances of common stock under stock plans											Issuances of common stock under stock plans	86,363	54						54
Cash dividends on common stock ($0.21 per share)											Cash dividends on common stock ($0.21 per share)				(45,787)				(45,787)
Balance at June 30, 2022											Balance at June 30, 2022	217,048,967	$	3,445,531	$	(619,108)	$	(308,147)	$	2,518,276

See notes to condensed consolidated financial statements

Table of Contents

UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


		Three Months Ended					Six Months Ended
(in thousands)	(in thousands)	March 31, 2022		March 31, 2021		(in thousands)	June 30, 2022		June 30, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	91,157	$	107,737	Net income	$	169,748	$	223,880
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of investment premiums, net	Amortization of investment premiums, net	1,106		4,455		Amortization of investment premiums, net	3,771		8,181
Gain on sale of investment securities, net	Gain on sale of investment securities, net	(2)		(4)		Gain on sale of investment securities, net	(2)		(4)

Provision for credit losses		4,804		—
Provision (recapture) for credit losses						Provision (recapture) for credit losses	23,496		(22,996)
Change in cash surrender value of bank owned life insurance	Change in cash surrender value of bank owned life insurance	(2,122)		(2,105)		Change in cash surrender value of bank owned life insurance	(4,270)		(4,236)
Depreciation, amortization and accretion	Depreciation, amortization and accretion	7,613		7,759		Depreciation, amortization and accretion	14,681		15,769
Gain on sale of premises and equipment		(571)		(149)
(Gain) loss on sale of premises and equipment						(Gain) loss on sale of premises and equipment	(1,865)		593

Additions to residential mortgage servicing rights carried at fair value	Additions to residential mortgage servicing rights carried at fair value	(7,390)		(14,065)		Additions to residential mortgage servicing rights carried at fair value	(15,203)		(22,395)
Change in fair value of residential mortgage servicing rights carried at fair value	Change in fair value of residential mortgage servicing rights carried at fair value	(34,802)		6,559		Change in fair value of residential mortgage servicing rights carried at fair value	(40,740)		12,603

Stock-based compensation	Stock-based compensation	2,454		2,964		Stock-based compensation	4,737		5,341
Net increase in equity and other investments		(413)		(400)
Net decrease in equity and other investments						Net decrease in equity and other investments	1,131		276
Loss on equity securities, net	Loss on equity securities, net	2,661		706		Loss on equity securities, net	4,736		702
Gain on sale of loans and leases, net		(4,458)		(50,194)
Loss (gain) on sale of loans and leases, net						Loss (gain) on sale of loans and leases, net	5,376		(87,786)
Change in fair value of loans held for sale	Change in fair value of loans held for sale	11,055		24,118		Change in fair value of loans held for sale	6,852		17,215
Origination of loans held for sale	Origination of loans held for sale	(649,122)		(1,635,532)		Origination of loans held for sale	(1,225,654)		(2,888,555)
Proceeds from sales of loans held for sale	Proceeds from sales of loans held for sale	683,347		1,837,626		Proceeds from sales of loans held for sale	1,323,515		2,973,721
Change in other assets and liabilities:	Change in other assets and liabilities:					Change in other assets and liabilities:
Net decrease in other assets	Net decrease in other assets	167,911		128,221		Net decrease in other assets	204,548		49,333
Net increase (decrease) in other liabilities		2,097		(25,683)
Net increase in other liabilities						Net increase in other liabilities	105,658		4,755
Net cash provided by operating activities	Net cash provided by operating activities	275,325		392,013		Net cash provided by operating activities	580,515		286,397
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investment securities available for sale	Purchases of investment securities available for sale	(131,869)		(555,269)		Purchases of investment securities available for sale	(175,656)		(1,023,892)

Proceeds from investment securities available for sale	Proceeds from investment securities available for sale	126,011		227,122		Proceeds from investment securities available for sale	236,066		408,950

Redemption of restricted equity securities	Redemption of restricted equity securities	28		19,615		Redemption of restricted equity securities	67		26,453
Net change in loans and leases	Net change in loans and leases	(470,337)		(267,940)		Net change in loans and leases	(1,947,302)		(213,070)
Proceeds from sales of loans and leases	Proceeds from sales of loans and leases	44,549		82,529		Proceeds from sales of loans and leases	70,503		140,011
Change in premises and equipment	Change in premises and equipment	(3,736)		(4,007)		Change in premises and equipment	(4,971)		(8,822)
Proceeds from bank owned life insurance death benefits	Proceeds from bank owned life insurance death benefits	1,111		2,708		Proceeds from bank owned life insurance death benefits	3,251		2,708

Net cash received from sale of Umpqua Investments, Inc.						Net cash received from sale of Umpqua Investments, Inc.	—		10,781

Other	Other	104		129		Other	191		1,700
Net cash used in investing activities	Net cash used in investing activities	$	(434,139)	$	(495,113)	Net cash used in investing activities	$	(1,817,851)	$	(655,181)

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UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (UNAUDITED)	UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (UNAUDITED)					UMPQUA HOLDINGS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (UNAUDITED)
		Three Months Ended					Six Months Ended
(in thousands)	(in thousands)	March 31, 2022		March 31, 2021		(in thousands)	June 30, 2022		June 30, 2021
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposit liabilities		$	104,906	$	1,264,645
Net (decrease) increase in deposit liabilities						Net (decrease) increase in deposit liabilities	$	(462,251)	$	1,531,374
Net increase in securities sold under agreements to repurchase	Net increase in securities sold under agreements to repurchase	7,292		45,018		Net increase in securities sold under agreements to repurchase	35,714		104,918

Repayment of borrowings	Repayment of borrowings	—		(490,000)		Repayment of borrowings	—		(660,000)

Net proceeds from issuance of common stock						Net proceeds from issuance of common stock	54		34
Dividends paid on common stock	Dividends paid on common stock	(45,532)		(46,248)		Dividends paid on common stock	(91,112)		(92,579)

Repurchase and retirement of common stock	Repurchase and retirement of common stock	(4,037)		(2,315)		Repurchase and retirement of common stock	(4,109)		(2,333)
Net cash provided by financing activities		62,629		771,100
Net cash (used in) provided by financing activities						Net cash (used in) provided by financing activities	(521,704)		881,414
Net (decrease) increase in cash and cash equivalents	Net (decrease) increase in cash and cash equivalents	(96,185)		668,000		Net (decrease) increase in cash and cash equivalents	(1,759,040)		512,630
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	2,761,621		2,573,181		Cash and cash equivalents, beginning of period	2,761,621		2,573,181
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	2,665,436	$	3,241,181	Cash and cash equivalents, end of period	$	1,002,581	$	3,085,811

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:					SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	7,667	$	15,434	Interest	$	17,535	$	26,646
Income taxes	Income taxes	$	6,051	$	36,404	Income taxes	$	31,477	$	78,592
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:	SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:					SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Changes in unrealized gains and losses on investment securities available for sale, net of taxes	Changes in unrealized gains and losses on investment securities available for sale, net of taxes	$	(176,079)	$	(64,883)	Changes in unrealized gains and losses on investment securities available for sale, net of taxes	$	(289,281)	$	(47,932)

Changes in unrealized gains and losses on junior subordinated debentures carried at fair value, net of taxes	Changes in unrealized gains and losses on junior subordinated debentures carried at fair value, net of taxes	$	(9,436)	$	(19,730)	Changes in unrealized gains and losses on junior subordinated debentures carried at fair value, net of taxes	$	(20,625)	$	(24,184)

Transfer of loans held for sale to loans		$	—	$	212,353
Transfer of loans held for sale to loans held for investment						Transfer of loans held for sale to loans held for investment	$	10,487	$	315,887

See notes to condensed consolidated financial statements

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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. All references in this report to "Umpqua," "we," "our," or "us" or similar references mean the Company 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.~~ FinPac is the Bank's wholly-owned subsidiary, a commercial equipment leasing company. The accompanying interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and the Bank's wholly-owned subsidiaries. All inter-company balances and transactions have been eliminated. The condensed consolidated financial statements have not been audited. A more detailed description of the Company's accounting policies is included in the 2021 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 2021 Annual Report filed on Form 10-K.

In preparing these condensed consolidated financial statements, the Company has evaluated events and transactions subsequent to ~~March 31,~~June 30, 2022, 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.

Application of new accounting guidance

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

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

The Company has an enterprise-wide LIBOR transition program which includes business strategy, product design and pricing strategy, instrument contract remediation, and systems and processes. The Company continues to use the expedients in ~~this~~the Topic 848 guidance to manage through the LIBOR transition, specifically for our loan portfolio. Umpqua has stopped originating new instruments using LIBOR, and consistent with regulatory guidance, Umpqua has stopped extensions of, or any increase in exposure in, current LIBOR instruments.

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Recent accounting pronouncements

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

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The ASU addresses areas identified by the FASB as part of its post-implementation review of the credit losses standard (ASU 2016-13) that introduced the CECL model. The amendments eliminate the accounting guidance for troubled debt restructurings by creditors that have adopted CECL and enhance the disclosure requirements for loan refinancings and restructurings made with borrowers experiencing financial difficulty. In addition, the amendments require a public business entity to disclose current-period gross write-offs for financing receivables and net investment in leases by year of origination in the vintage disclosures. As the Company has adopted CECL, ASU No. 2022-02 will be effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on the Company's consolidated financial statements.

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

Note 2 – Investment Securities

The following tables present the amortized cost, unrealized gains, unrealized losses and approximate fair values of debt securities ~~at March 31,~~as of June 30, 2022 and December 31, 2021:


		March 31, 2022									June 30, 2022
(in thousands)	(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value		(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Available for sale:	Available for sale:									Available for sale:
U.S. Treasury and agencies	U.S. Treasury and agencies	$	893,811	$	330	$	(31,999)	$	862,142	U.S. Treasury and agencies	$	936,537	$	—	$	(63,662)	$	872,875
Obligations of states and political subdivisions	Obligations of states and political subdivisions	317,743		2,463		(13,342)		306,864		Obligations of states and political subdivisions	314,260		672		(22,824)		292,108
Mortgage-backed securities and collateralized mortgage obligations	Mortgage-backed securities and collateralized mortgage obligations	2,657,494		1,225		(189,645)		2,469,074		Mortgage-backed securities and collateralized mortgage obligations	2,549,277		266		(297,819)		2,251,724

Total available for sale securities	Total available for sale securities	$	3,869,048	$	4,018	$	(234,986)	$	3,638,080	Total available for sale securities	$	3,800,074	$	938	$	(384,305)	$	3,416,707
Held to maturity:	Held to maturity:									Held to maturity:

Mortgage-backed securities and collateralized mortgage obligations	Mortgage-backed securities and collateralized mortgage obligations	$	2,700	$	759	$	—	$	3,459	Mortgage-backed securities and collateralized mortgage obligations	$	2,637	$	748	$	—	$	3,385

Total held to maturity securities	Total held to maturity securities	$	2,700	$	759	$	—	$	3,459	Total held to maturity securities	$	2,637	$	748	$	—	$	3,385

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	December 31, 2021
(in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Available for sale:
U.S. Treasury and agencies	$	894,969	$	27,279	$	(4,195)	$	918,053
Obligations of states and political subdivisions	320,338		11,734		(1,288)		330,784
Mortgage-backed securities and collateralized mortgage obligations	2,649,048		19,093		(46,543)		2,621,598

Total available for sale securities	$	3,864,355	$	58,106	$	(52,026)	$	3,870,435
Held to maturity:

Mortgage-backed securities and collateralized mortgage obligations	$	2,744	$	770	$	—	$	3,514

Total held to maturity securities	$	2,744	$	770	$	—	$	3,514

The Company elected to exclude accrued interest receivable from the amortized cost basis of debt securities disclosed throughout this note. Interest accrued on investment securities totaled ~~$12.6~~$10.6 million and $10.4 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively, and is included in Other Assets.

Debt securities that were in an unrealized loss position as of ~~March 31,~~June 30, 2022 and December 31, 2021 are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position.


		March 31, 2022													June 30, 2022
		Less than 12 Months				12 Months or Longer				Total					Less than 12 Months				12 Months or Longer				Total
(in thousands)	(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available for sale:	Available for sale:													Available for sale:
U.S. Treasury and agencies	U.S. Treasury and agencies	$	798,817	$	28,447	$	26,276	$	3,552	$	825,093	$	31,999	U.S. Treasury and agencies	$	848,104	$	58,599	$	24,771	$	5,063	$	872,875	$	63,662
Obligations of states and political subdivisions	Obligations of states and political subdivisions	142,162		12,727		4,400		615		146,562		13,342		Obligations of states and political subdivisions	200,165		21,898		4,073		926		204,238		22,824
Mortgage-backed securities and collateralized mortgage obligations	Mortgage-backed securities and collateralized mortgage obligations	1,707,308		109,913		671,447		79,732		2,378,755		189,645		Mortgage-backed securities and collateralized mortgage obligations	1,584,947		172,958		640,877		124,861		2,225,824		297,819
Total temporarily impaired securities	Total temporarily impaired securities	$	2,648,287	$	151,087	$	702,123	$	83,899	$	3,350,410	$	234,986	Total temporarily impaired securities	$	2,633,216	$	253,455	$	669,721	$	130,850	$	3,302,937	$	384,305


	December 31, 2021
	Less than 12 Months				12 Months or Longer				Total
(in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
Available for sale:
U.S. Treasury and agencies	$	197,529	$	2,749	$	28,378	$	1,446	$	225,907	$	4,195
Obligations of states and political subdivisions	75,200		1,153		2,162		135		77,362		1,288
Mortgage-backed securities and collateralized mortgage obligations	1,777,288		40,579		129,943		5,964		1,907,231		46,543

Total temporarily impaired securities	$	2,050,017	$	44,481	$	160,483	$	7,545	$	2,210,500	$	52,026

These unrealized losses on the debt securities held by the Company were caused by changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities and are not due to the underlying credit of the issuers. Management monitors the published credit ratings of the issuers of the debt securities for material rating or outlook changes. Substantially all of the Company's obligations of states and political subdivisions are general obligation issuances. All of the available for sale mortgage-backed securities and collateralized mortgage obligations portfolio in an unrealized loss position at ~~March 31,~~June 30, 2022 are issued or guaranteed by government sponsored enterprises. Because the decline in fair value of the debt securities is attributable to changes in interest rates or widening market spreads and not credit quality, these investments do not have an allowance for credit losses at ~~March 31,~~June 30, 2022.

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The following table presents the contractual maturities of debt securities at ~~March 31,~~June 30, 2022:


		Available For Sale				Held To Maturity					Available For Sale				Held To Maturity
(in thousands)	(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value		(in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	Due within one year	$	11,321	$	11,379	$	—	$	—	Due within one year	$	9,861	$	9,865	$	—	$	—
Due after one year through five years	Due after one year through five years	307,338		300,748		2		2		Due after one year through five years	417,691		402,577		4		4
Due after five years through ten years	Due after five years through ten years	918,444		883,850		7		7		Due after five years through ten years	866,834		799,668		3		3
Due after ten years	Due after ten years	2,631,945		2,442,103		2,691		3,450		Due after ten years	2,505,688		2,204,597		2,630		3,378
Total securities	Total securities	$	3,869,048	$	3,638,080	$	2,700	$	3,459	Total securities	$	3,800,074	$	3,416,707	$	2,637	$	3,385

The following table presents, as of ~~March 31,~~June 30, 2022, investment securities which were pledged to secure borrowings, public deposits, and repurchase agreements as permitted or required by law:


(in thousands)	(in thousands)	Amortized Cost		Fair Value		(in thousands)	Amortized Cost		Fair Value

To state and local governments to secure public deposits	To state and local governments to secure public deposits	$	304,762	$	291,679	To state and local governments to secure public deposits	$	337,668	$	311,000
To secure repurchase agreements	To secure repurchase agreements	589,782		568,495		To secure repurchase agreements	675,878		624,604
Other securities pledged	Other securities pledged	243,779		232,466		Other securities pledged	243,131		225,458
Total pledged securities	Total pledged securities	$	1,138,323	$	1,092,640	Total pledged securities	$	1,256,677	$	1,161,062

Note 3 – Loans and Leases

The following table presents the major types of loans and leases, net of deferred fees and costs, as of ~~March 31,~~June 30, 2022 and December 31, 2021:


(in thousands)	(in thousands)	March 31, 2022		December 31, 2021		(in thousands)	June 30, 2022		December 31, 2021
Commercial real estate	Commercial real estate					Commercial real estate
Non-owner occupied term, net	Non-owner occupied term, net	$	3,884,784	$	3,786,887	Non-owner occupied term, net	$	3,798,242	$	3,786,887
Owner occupied term, net	Owner occupied term, net	2,327,899		2,332,422		Owner occupied term, net	2,497,553		2,332,422
Multifamily, net	Multifamily, net	4,323,633		4,051,202		Multifamily, net	4,768,273		4,051,202
Construction & development, net	Construction & development, net	940,286		890,338		Construction & development, net	1,017,297		890,338
Residential development, net	Residential development, net	195,308		206,990		Residential development, net	194,909		206,990
Commercial	Commercial					Commercial
Term, net	Term, net	2,772,206		3,008,473		Term, net	2,904,861		3,008,473
Lines of credit & other, net	Lines of credit & other, net	871,483		910,733		Lines of credit & other, net	920,604		910,733
Leases & equipment finance, net	Leases & equipment finance, net	1,484,252		1,467,676		Leases & equipment finance, net	1,576,144		1,467,676
Residential	Residential					Residential
Mortgage, net	Mortgage, net	4,748,266		4,517,266		Mortgage, net	5,168,457		4,517,266
Home equity loans & lines, net	Home equity loans & lines, net	1,250,702		1,197,170		Home equity loans & lines, net	1,415,722		1,197,170
Consumer & other, net	Consumer & other, net	176,942		184,023		Consumer & other, net	170,616		184,023
Total loans and leases, net of deferred fees and costs	Total loans and leases, net of deferred fees and costs	$	22,975,761	$	22,553,180	Total loans and leases, net of deferred fees and costs	$	24,432,678	$	22,553,180

As of ~~March 31,~~June 30, 2022 and December 31, 2021, the net deferred costs were ~~$68.4~~$77.3 million and $57.5 million, respectively. The Bank participated in the PPP to originate SBA loans designated to help businesses maintain their workforce and cover other working capital needs during the COVID-19 pandemic. As of March 31, 2022, the Bank had approximately 2,000 PPP loans, totaling $172.8 million remaining in net loans, which are classified as commercial term loans in the table above. As of December 31, 2021, the Bank had approximately 4,000 PPP loans totaling $380.4 million in net loans. The remaining net deferred fees on the PPP loans were $5.5 million and $11.6 million as of March 31, 2022 and December 31, 2021, respectively.

~~Table of Contents~~

Total loans and leases also include discounts on acquired loans of ~~$8.3~~$7.3 million and $9.8 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. As of ~~March 31,~~June 30, 2022, loans totaling ~~$15.1~~$15.6 billion were pledged to secure borrowings and available lines of credit. The Company elected to exclude accrued interest receivable from the amortized cost basis of loans disclosed throughout this footnote. Interest accrued on loans totaled ~~$57.3~~$62.0 million and $60.1 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively, and is included in Other Assets.

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The Bank, through its commercial equipment leasing subsidiary, FinPac, is a provider of commercial equipment leasing and financing. Direct finance leases are included within the leases and equipment finance segment within the loans and leases, net line item. These direct financing leases typically have terms of three to five years. Interest income recognized on these leases was ~~$5.1~~$4.7 million and $9.8 million for the three and six months ended ~~March 31,~~June 30, 2022, as compared to $5.6 million and $11.2 million for the three and six months ended ~~March 31,~~June 30, 2021.

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 ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended			Three Months Ended						Six Months Ended
(in thousands)	(in thousands)		March 31, 2022			March 31, 2021		(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Commercial real estate	Commercial real estate							Commercial real estate
Non-owner occupied term, net	Non-owner occupied term, net		$	18,060		$	5,430	Non-owner occupied term, net	$	6,648	$	17,866	$	24,708	$	23,296
Owner occupied term, net	Owner occupied term, net		10,463			1,611		Owner occupied term, net	8,421		10,812		18,884		12,423

Multifamily, net								Multifamily, net	—		3,776		—		3,776

Commercial	Commercial							Commercial
Term, net	Term, net		12,196			8,993		Term, net	9,582		19,321		21,778		28,314

Residential	Residential							Residential
Mortgage, net	Mortgage, net		1,493			1,323		Mortgage, net	—		389		1,493		1,712

Consumer & other	Consumer & other		—			63,799		Consumer & other	—		—		—		63,799
Total loans and leases sold, net	Total loans and leases sold, net		$	42,212		$	81,156	Total loans and leases sold, net	$	24,651	$	52,164	$	66,863	$	133,320

Note 4 – Allowance for Credit Losses

Allowance for Credit Losses Methodology

In accordance with CECL, the ACL represents management's estimate of lifetime credit losses for assets within its scope, specifically loans and leases and unfunded commitments. To calculate the ACL, management uses models to estimate the PD and LGD for loans utilizing inputs that include forecasted future economic conditions and that are dependent upon specific macroeconomic variables relevant to each of the Bank's loan and lease portfolios. Moody's Analytics, a third party, provided the historical and forward-looking macroeconomic data utilized in the models used to calculate the ACL.

For ACL calculation purposes, the Bank considered the financial and economic environment at the time of assessment and economic scenarios that differed in the levels of severity and sensitivity to the ACL results. At each measurement date, the Bank selects the scenario that reflects its view of future economic conditions and is determined to be the most probable outcome.

All forecasts are updated for each variable where applicable and incorporated as relevant into the ACL calculation. Actual credit loss results and the timing thereof will differ from the estimate of credit losses, either in a strong economy or a recession, as the portfolio will change through time due to growth, risk mitigation actions and other factors. In addition, the scenarios used will differ and change through time as economic conditions change. Economic scenarios might not capture deterioration or improvement in the economy timely enough for the Bank to be able to adequately address the impact to the ACL.

Select macroeconomic variables are projected over the forecast period, and they could have a material impact in determining the ACL. As the length of the forecast period increases, information about the future becomes less readily available and projections are inherently less certain.

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The following is a discussion of the changes in the factors that influenced management's current estimate of expected credit losses. The changes in the ACL estimate for all portfolio segments, during the three months ended ~~March 31,~~June 30, 2022, were primarily related to changes in the economic assumptions. ~~Because of the uncertain economic environment due to Russia's military conflict in Ukraine causing global oil prices to increase, continued supply-chain issues, and increasing interest rates, the~~The Bank opted to use Moody's Analytics' ~~March baseline~~May consensus economic forecast for estimating the ACL as of ~~March 31,~~June 30, 2022. This scenario is based on Moody's Analytics' review of a variety of surveys of baseline forecasts of the U.S. economy. These surveys vary in date of latest vintage, number of updates per year, list of variables forecast, duration of forecast, frequency of data (quarterly or annual), and the number of respondents. In the preparation of the Moody's Analytics consensus forecast, the focus is on the next three to five years, since that is the most typical duration in the surveyed results. Moody's Analytics' approach is to give greater consideration to the most recently produced forecasts, since they will include the most up-to-date historical information, and to those variables for which the number of surveyed responses is largest.

In the ~~baseline~~consensus scenario selected, the probability that the economy will perform better than this baseline is equal to the probability that it will perform worse and included the following factors:

•U.S. real GDP average annualized growth of ~~3.5%~~3.1% in 2022, ~~decreasing to 3.1%~~2.3% in ~~2023;~~2023 and 2.1% in 2024;

•U.S. unemployment rate average ~~rate~~ of 3.6% ~~for 2022, dropping to 3.4% in 2023;~~

•~~COVID-19 infections abate in March 2022;~~through 2024;

•The Federal Reserve is expected to increase the federal funds rate ~~consistently throughout 2022 and 2023, reaching a long-run equilibrium of~~to 2.5% by the end of ~~2024.~~2022 with an additional increase to 3.0% in 2023.

The Bank uses an additional scenario that differs in terms of severity within the variables, both favorable and unfavorable, to assess the sensitivity in the ACL results and to inform qualitative adjustments. The Bank selected the Moody's Analytics' ~~March~~May S2 scenario for this analysis. In the scenario selected, there is a 75% probability that the economy will perform better, broadly speaking, and a 25% probability that it will perform worse; and the scenario includes the following factors:

•The economy falls into a mild recession in the third quarter of 2022;

•The military conflict between Russia and Ukraine persists longer than anticipated. As a result, worries remain elevated that there could be ~~a major~~an even larger interruption of global oil supplies. This causes oil prices to rise more than in the ~~baseline~~consensus and thereby increases inflationary pressures. Higher gasoline prices cut into disposable income that would otherwise be available for other spending;

•Supply-chain issues also worsen, increasing shortages of affected goods, also boosting inflation;

•New cases, hospitalizations and deaths from COVID-19 start to rise again, slowing growth in spending on air travel, retail, and hotels;

•U.S real GDP average annualized growth ~~of 2.3% through~~is expected to be 2.1% in 2022, ~~decreasing to 1.4%~~0.3% in ~~2023;~~2023 and 3.2% in 2024;

•~~Unemploymentbegins~~U.S. unemployment rate average of 4.3% in 2022, peaking at 6.4% in Q3 2023, returning to ~~increase again~~an average of 4.3% in ~~the second quarter of 2022;~~2024;

•The ~~economy returns~~Federal Reserve is expected to ~~full employment more slowly than in~~increase the ~~baseline,~~federal funds rate to 2.3% by the ~~fourth quarter~~end of 2022 with a slight decrease to 2.1% in 2023.

The results using the comparison scenario for sensitivity analysis were reviewed by management and were considered when evaluating the qualitative factor adjustments.

The ACL is measured on a collective (pool) basis when similar characteristics exist. The Company has selected models at the portfolio level using a risk-based approach, with larger, more complex portfolios having more complex models. Except as noted below, the macroeconomic variables that are inputs to the models are reasonable and supportable over the life of the loans in that they reasonably project the key economic variables in the near term and then converge to a long run equilibrium trend. These models produce reasonable and supportable estimates of loss over the life of the loans as the projected credit losses will also converge to a steady state in line with the variables applied. The Company measures the ACL using the following methods:

Commercial Real Estate: Non-owner occupied commercial real estate, multifamily, and construction loans are analyzed using a model that uses four primary property variables: net operating income, property value, property type, and location. For PD estimation, the model simulates potential future paths of net operating income given commercial real estate market factors determined from macroeconomic and regional commercial real estate forecasts. Using the resulting expected debt service coverage ratios, together with predicted loan-to-values and other variables, the model estimates PD from the range of conditional possibilities. In addition, the model estimates maturity PD capturing refinance default risk to produce a total PD for the loan. The model estimates LGD, inclusive of principal loss and liquidation expenses, empirically using predicted loan-to-value as well as certain market and other factors. The LGD calculation also includes a separate maturity risk component. The primary economic drivers in the model are GDP growth, U.S. unemployment rate, and 10-Year Treasury yield. These economic drivers are translated into a forecast provided by Moody's Analytics' REIS of real estate metrics, such as rental rates, vacancies, and cap rates. The model produces PD and LGD on a quarter-by-quarter basis for the life of loan.

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The owner-occupied commercial real-estate portfolio utilizes a top-down macroeconomic model using linear regression. This model produces portfolio level quarterly net charge-off rates for 10 years and carries forward the last quarter's expected loss percentage projection to remaining periods. The primary economic drivers for this model are the 7-year A vs Aa corporate bond spread and S&P 500 corporate after-tax profits.

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Commercial: Non-homogeneous commercial loans and leases and residential development loans are analyzed in a multi-step process. An initial PD is estimated using a model driven by an obligor's selected financial statement ratios, together with cycle-adjusting information based on the obligor's state and industry. An initial LGD is derived separately based on collateral type using collateral value and a haircut to reflect the loss in liquidation. Another model then applies an auto-regression technique to the initial PD and LGD metrics to estimate the PD and LGD curves according to the macroeconomic scenario over a one-year reasonable and supportable forecast. The primary economic drivers in the model are the S&P 500 Stock Price Index, S&P 500 Market Volatility Index, U.S. unemployment rate, as well as appropriate yield curves and credit spreads. This model utilizes output reversion methodology, which, after one year, reverts on a straight-line basis over two years to long-term PD estimated using financial statement ratios of each obligor.

The model for the homogeneous lease and equipment finance agreement portfolio uses lease and equipment finance agreement information, such as origination and performance, as well as macroeconomic variables to calculate PD and LGD values. The PD calculation is based on survival analysis while LGD is calculated using a two-step regression. The model calculates LGD using an estimate of the probability that a defaulted lease or equipment finance agreement will have a loss, and an estimate of the loss amount. The primary economic drivers for the model are GDP, U.S. unemployment rate, and a home price growth index. The model produces PD and LGD curves at the lease or equipment finance agreement level for each month in the forecast horizon.

Residential: The models for residential real estate and home equity lines of credit utilize loan level variables, such as origination and performance, as well as macroeconomic variables to calculate PD and LGD. The U.S. unemployment rate and home price growth rate indexes are primary economic drivers in both the residential real estate and HELOC models. In addition, the prime rate is also a primary driver in the HELOC model. The models focus on establishing an empirical relationship between default probabilities and a set of loan-level, borrower, and macroeconomic credit risk drivers. The LGD calculation for residential real estate is based on an estimate of the probability that a defaulted loan will have a loss, and then an estimate of the loss amount. HELOCs utilize the same model using residential real estate LGD values to assign loans to cohorts based on FICO scores and loan age. The model produces PD and LGD curves at the loan level for each quarter in the forecast horizon.

Consumer: Historical net charge-off information as well as economic forecast assumptions are used to project loss rates for the Consumer segment.

All loans and leases that have not been modeled receive a loss rate via an extrapolated rate methodology. The loans and leases receiving an extrapolated rate are typically newly originated loans and leases or loans and leases without the granularity of data necessary to be modeled. Based on the vintage year, credit classification, and reporting category of the modeled loans and leases, a loss factor is calculated and applied to the non-modeled loans and leases.

Along with the quantitative factors produced by the above models, management also considers prepayment speeds and qualitative factors when determining the ACL. The Company uses a prepayment model that forecasts the constant prepayment rates based on institution specific data for the commercial real estate, commercial and industrial and consumer portfolios and a forward curve approach that changes with macro-economic input variables for the residential ~~portfolio.~~and leases portfolios. Below are the nine qualitative factors considered where applicable:

•Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices not considered elsewhere in estimating credit losses.

•Changes in national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments.

•Changes in the nature and volume of the portfolio and in the terms of loans and leases.

•Changes in the experience, ability, and depth of lending management and other relevant staff.

•Changes in the volume and severity of past due loans and leases, the volume of non-accrual loans and leases, and the volume and severity of adversely classified or graded loans and leases.

•Changes in the quality of the Bank's credit review system.

•Changes in the value of the underlying collateral for collateral-dependent loans and leases.

•The existence and effect of any concentrations of credit, and changes in the level of such concentrations.

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•The effect of other external factors such as competition and legal and regulatory requirements on the level of estimated credit losses in the Bank's existing portfolio.

The Company evaluated each qualitative factor as of ~~March 31,~~June 30, 2022, and ~~made qualitative overlay adjustments of approximately $20.1 million~~concluded that a material adjustment to ~~increase~~ the amounts indicated by the models was not necessary as ~~considered necessary to~~the models adequately ~~reflect~~reflected the significant changes in credit conditions and overall portfolio risk.

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Loss factors from the models, prepayment speeds, and qualitative factors are input into the Company's CECL accounting application which aggregates the information. The Company then uses two methods to calculate the current expected credit loss: 1) the ~~discounted cash flow~~DCF method, which is used for all loans except lines of credit and 2) the ~~non-discounted cash flow~~non-DCF method which is used for lines of credit due to difficulty of calculating an effective interest rate when lines have yet to be drawn on. The DCF method utilizes the effective interest rate of individual assets to discount the expected credit losses adjusted for prepayments. The difference in the net present value and the amortized cost of the asset will result in the required allowance. The ~~non-discounted cash flow~~non-DCF method uses the exposure at default, along with the expected credit losses adjusted for prepayments to calculate the required allowance.

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The following tables summarize activity related to the allowance for credit losses by portfolio segment for the three and six months ended ~~March 31,~~June 30, 2022 and 2021:
Three Months Ended March 31, 2022
(in thousands) Commercial Real Estate Commercial Residential Consumer & Other Total
Allowance for credit losses on loans and leases
Balance, beginning of period $ 99,075 $ 117,573 $ 29,068 $ 2,696 $ 248,412
(Recapture) provision for credit losses for loans and leases (7,462) 8,812 2,872 1,474 5,696
Charge-offs — (7,858) (167) (885) (8,910)
Recoveries 25 2,545 173 623 3,366
Net recoveries (charge-offs) 25 (5,313) 6 (262) (5,544)
Balance, end of period $ 91,638 $ 121,072 $ 31,946 $ 3,908 $ 248,564
Reserve for unfunded commitments
Balance, beginning of period 8,461 2,028 1,957 321 12,767
Provision (recapture) for credit losses on unfunded commitments 277 (408) 236 46 151
Balance, end of period 8,738 1,620 2,193 367 12,918
Total allowance for credit losses $ 100,376 $ 122,692 $ 34,139 $ 4,275 $ 261,482

Three Months Ended March 31, 2021
(in thousands) Commercial Real Estate Commercial Residential Consumer & Other Total
Allowance for credit losses on loans and leases
Balance, beginning of period $ 141,710 $ 150,864 $ 27,964 $ 7,863 $ 328,401
Provision (recapture) for credit losses for loans and leases 12,426 (4,503) (6,912) (485) 526
Charge-offs (41) (19,614) (70) (1,190) (20,915)
Recoveries 380 2,091 108 692 3,271
Net recoveries (charge-offs) 339 (17,523) 38 (498) (17,644)
Balance, end of period $ 154,475 $ 128,838 $ 21,090 $ 6,880 $ 311,283
Reserve for unfunded commitments
Balance, beginning of period $ 15,360 $ 2,190 $ 1,661 $ 1,075 $ 20,286
Provision (recapture) for credit losses on unfunded commitments 308 (389) (373) (72) (526)
Balance, end of period 15,668 1,801 1,288 1,003 19,760
Total allowance for credit losses $ 170,143 $ 130,639 $ 22,378 $ 7,883 $ 331,043


	Three Months Ended June 30, 2022
(in thousands)	Commercial Real Estate		Commercial		Residential		Consumer & Other		Total
Allowance for credit losses on loans and leases
Balance, beginning of period	$	91,638	$	121,072	$	31,946	$	3,908	$	248,564

(Recapture) provision for credit losses for loans and leases	(2,720)		16,484		4,424		599		18,787

Charge-offs	(8)		(9,035)		—		(836)		(9,879)
Recoveries	73		2,934		216		416		3,639
Net recoveries (charge-offs)	65		(6,101)		216		(420)		(6,240)
Balance, end of period	$	88,983	$	131,455	$	36,586	$	4,087	$	261,111
Reserve for unfunded commitments
Balance, beginning of period	$	8,738	$	1,620	$	2,193	$	367	$	12,918

(Recapture) provision for credit losses on unfunded commitments	(1,387)		612		542		138		(95)
Balance, end of period	7,351		2,232		2,735		505		12,823
Total allowance for credit losses	$	96,334	$	133,687	$	39,321	$	4,592	$	273,934

	Six Months Ended June 30, 2022
(in thousands)	Commercial Real Estate		Commercial		Residential		Consumer & Other		Total
Allowance for credit losses on loans and leases
Balance, beginning of period	$	99,075	$	117,573	$	29,068	$	2,696	$	248,412
(Recapture) provision for credit losses for loans and leases	(10,182)		25,296		7,296		2,073		24,483

Charge-offs	(8)		(16,893)		(167)		(1,721)		(18,789)
Recoveries	98		5,479		389		1,039		7,005
Net recoveries (charge-offs)	90		(11,414)		222		(682)		(11,784)
Balance, end of period	$	88,983	$	131,455	$	36,586	$	4,087	$	261,111
Reserve for unfunded commitments
Balance, beginning of period	8,461		2,028		1,957		321		12,767
(Recapture) provision for credit losses on unfunded commitments	(1,110)		204		778		184		56
Balance, end of period	7,351		2,232		2,735		505		12,823
Total allowance for credit losses	$	96,334	$	133,687	$	39,321	$	4,592	$	273,934

1718

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~~The following table presents the unfunded commitments for the period ended March 31, 2022 and 2021:~~


~~(in thousands)~~	~~Total~~
~~Unfunded loan and lease commitments~~
~~March 31, 2022~~	$	~~7,387,402~~
~~March 31, 2021~~	$	~~5,809,620~~


	Three Months Ended June 30, 2021
(in thousands)	Commercial Real Estate		Commercial		Residential		Consumer & Other		Total
Allowance for credit losses on loans and leases
Balance, beginning of period	$	154,475	$	128,838	$	21,090	$	6,880	$	311,283
(Recapture) provision for credit losses for loans and leases	(25,484)		5,964		3,997		(2,252)		(17,775)
Charge-offs	(129)		(16,093)		—		(857)		(17,079)
Recoveries	89		2,681		209		479		3,458
Net (charge-offs) recoveries	(40)		(13,412)		209		(378)		(13,621)
Balance, end of period	$	128,951	$	121,390	$	25,296	$	4,250	$	279,887
Reserve for unfunded commitments
Balance, beginning of period	$	15,668	$	1,801	$	1,288	$	1,003	$	19,760
(Recapture) provision for credit losses on unfunded commitments	(5,574)		344		422		(413)		(5,221)
Balance, end of period	10,094		2,145		1,710		590		14,539
Total allowance for credit losses	$	139,045	$	123,535	$	27,006	$	4,840	$	294,426

	Six Months Ended June 30, 2021
(in thousands)	Commercial Real Estate		Commercial		Residential		Consumer & Other		Total
Allowance for credit losses on loans and leases
Balance, beginning of period	$	141,710	$	150,864	$	27,964	$	7,863	$	328,401
(Recapture) provision for credit losses for loans and leases	(13,058)		1,461		(2,915)		(2,737)		(17,249)
Charge-offs	(170)		(35,707)		(70)		(2,047)		(37,994)
Recoveries	469		4,772		317		1,171		6,729
Net recoveries (charge-offs)	299		(30,935)		247		(876)		(31,265)
Balance, end of period	$	128,951	$	121,390	$	25,296	$	4,250	$	279,887
Reserve for unfunded commitments
Balance, beginning of period	$	15,360	$	2,190	$	1,661	$	1,075	$	20,286
(Recapture) provision for credit losses on unfunded commitments	(5,266)		(45)		49		(485)		(5,747)
Balance, end of period	10,094		2,145		1,710		590		14,539
Total allowance for credit losses	$	139,045	$	123,535	$	27,006	$	4,840	$	294,426

Asset Quality and Non-Performing Loans and Leases

The Bank manages asset quality and controls 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 department 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 credit 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.

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

The following tables present the carrying value of the loans and leases past due, by loan and lease class, as of ~~March 31,~~June 30, 2022 and December 31, 2021:


		March 31, 2022															June 30, 2022
(in thousands)	(in thousands)	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		90 Days or More and Accruing		Total Past Due		Non-Accrual (1)		Current		Total Loans and Leases		(in thousands)	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		90 Days or More and Accruing		Total Past Due		Non-Accrual (1)		Current		Total Loans and Leases
Commercial real estate	Commercial real estate															Commercial real estate
Non-owner occupied term, net	Non-owner occupied term, net	$	94	$	—	$	—	$	94	$	3,351	$	3,881,339	$	3,884,784	Non-owner occupied term, net	$	517	$	—	$	—	$	517	$	3,313	$	3,794,412	$	3,798,242
Owner occupied term, net	Owner occupied term, net	253		—		1		254		2,599		2,325,046		2,327,899		Owner occupied term, net	24		1		23		48		2,201		2,495,304		2,497,553
Multifamily, net	Multifamily, net	—		—		—		—		—		4,323,633		4,323,633		Multifamily, net	249		—		—		249		—		4,768,024		4,768,273
Construction & development, net	Construction & development, net	10,710		—		—		10,710		—		929,576		940,286		Construction & development, net	—		—		—		—		—		1,017,297		1,017,297
Residential development, net	Residential development, net	—		—		—		—		—		195,308		195,308		Residential development, net	—		—		—		—		—		194,909		194,909
Commercial	Commercial															Commercial
Term, net	Term, net	1,021		339		—		1,360		4,256		2,766,590		2,772,206		Term, net	209		198		210		617		4,056		2,900,188		2,904,861
Lines of credit & other, net	Lines of credit & other, net	352		24		8		384		—		871,099		871,483		Lines of credit & other, net	425		475		12		912		—		919,692		920,604
Leases & equipment finance, net	Leases & equipment finance, net	12,551		7,029		—		19,580		8,159		1,456,513		1,484,252		Leases & equipment finance, net	11,417		11,554		3,089		26,060		8,589		1,541,495		1,576,144
Residential	Residential															Residential
Mortgage, net	Mortgage, net	4,983		2,546		21,683		29,212		—		4,719,054		4,748,266		Mortgage, net	1,251		5,499		21,118		27,868		—		5,140,589		5,168,457
Home equity loans & lines, net	Home equity loans & lines, net	1,483		292		1,479		3,254		—		1,247,448		1,250,702		Home equity loans & lines, net	870		896		1,578		3,344		—		1,412,378		1,415,722
Consumer & other, net	Consumer & other, net	462		270		111		843		—		176,099		176,942		Consumer & other, net	432		642		196		1,270		—		169,346		170,616
Total, net of deferred fees and costs	Total, net of deferred fees and costs	$	31,909	$	10,500	$	23,282	$	65,691	$	18,365	$	22,891,705	$	22,975,761	Total, net of deferred fees and costs	$	15,394	$	19,265	$	26,226	$	60,885	$	18,159	$	24,353,634	$	24,432,678

(1) Loans and leases on non-accrual with an amortized cost basis of ~~$18.4~~$18.2 million had a related allowance for credit losses of ~~$7.2~~$7.6 million at ~~March 31,~~June 30, 2022.

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	December 31, 2021
(in thousands)	Greater than 30 to 59 Days Past Due		60 to 89 Days Past Due		90 Days or More and Accruing		Total Past Due		Non-Accrual (1)		Current and Other		Total Loans and Leases
Commercial real estate
Non-owner occupied term, net	$	388	$	1,138	$	—	$	1,526	$	3,384	$	3,781,977	$	3,786,887
Owner occupied term, net	101		65		1		167		2,383		2,329,872		2,332,422
Multifamily, net	—		—		—		—		—		4,051,202		4,051,202
Construction & development, net	—		—		—		—		—		890,338		890,338
Residential development, net	—		—		—		—		—		206,990		206,990
Commercial
Term, net	4,627		2,345		4		6,976		4,225		2,997,272		3,008,473
Lines of credit & other, net	300		2		357		659		—		910,074		910,733
Leases & equipment finance, net	6,806		8,951		3,799		19,556		8,873		1,439,247		1,467,676
Residential
Mortgage, net	802		3,668		27,249		31,719		—		4,485,547		4,517,266
Home equity loans & lines, net	1,214		491		732		2,437		—		1,194,733		1,197,170
Consumer & other, net	396		386		194		976		—		183,047		184,023
Total, net of deferred fees and costs	$	14,634	$	17,046	$	32,336	$	64,016	$	18,865	$	22,470,299	$	22,553,180

(1) Loans and leases on non-accrual with an amortized cost basis of $18.9 million had a related allowance for credit losses of $7.5 million at December 31, 2021.

Collateral Dependent Loans and Leases

Loans are classified as collateral dependent when it is probable that the Bank will be unable to collect the scheduled payments of principal and interest when due, and repayment is expected to be provided substantially through the operation or sale of the collateral. The following table summarizes the amortized cost basis of the collateral dependent loans and leases by the type of collateral securing the assets as of ~~March 31,~~June 30, 2022. There have been no significant changes in the level of collateralization from the prior periods.


(in thousands)	(in thousands)	Residential Real Estate		Commercial Real Estate		General Business Assets		Other		Total		(in thousands)	Residential Real Estate		Commercial Real Estate		General Business Assets		Other		Total
Commercial real estate	Commercial real estate											Commercial real estate
Non-owner occupied term, net	Non-owner occupied term, net	$	—	$	3,088	$	—	$	—	$	3,088	Non-owner occupied term, net	$	—	$	3,071	$	—	$	—	$	3,071
Owner occupied term, net	Owner occupied term, net	—		2,270		—		—		2,270		Owner occupied term, net	—		1,911		—		—		1,911

Commercial	Commercial											Commercial
Term, net	Term, net	974		520		852		1,502		3,848		Term, net	1,094		520		844		1,188		3,646
Line of credit & other, net	Line of credit & other, net	—		—		1		—		1		Line of credit & other, net	—		—		—		1		1
Leases & equipment finance, net	Leases & equipment finance, net	—		—		8,159		—		8,159		Leases & equipment finance, net	—		—		8,589		—		8,589
Residential	Residential											Residential
Mortgage, net	Mortgage, net	38,088		—		—		—		38,088		Mortgage, net	23,720		—		—		—		23,720
Home equity loans & lines, net	Home equity loans & lines, net	3,044		—		—		—		3,044		Home equity loans & lines, net	3,533		—		—		—		3,533

Total net of deferred fees and costs	Total net of deferred fees and costs	$	42,106	$	5,878	$	9,012	$	1,502	$	58,498	Total net of deferred fees and costs	$	28,347	$	5,502	$	9,433	$	1,189	$	44,471

1921

Table of Contents

Troubled Debt Restructuring

At ~~March 31,~~June 30, 2022 and December 31, 2021, troubled debt restructured loans of ~~$8.4~~$7.6 million and $6.7 million, respectively, were classified as accruing TDR loans. The TDRs were granted in response to borrower financial difficulties, and generally provide for a temporary modification of loan repayment terms. In order for a new TDR 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.

The following tables present TDR loans by accrual versus non-accrual status and by portfolio segment as of ~~March 31,~~June 30, 2022 and December 31, 2021:


		March 31, 2022								June 30, 2022
(in thousands)	(in thousands)	Accrual Status		Non-Accrual Status		Total Modification		# of Contracts	(in thousands)	Accrual Status		Non-Accrual Status		Total Modification		# of Contracts
Commercial real estate, net	Commercial real estate, net	$	999	$	53	$	1,052	5	Commercial real estate, net	$	959	$	43	$	1,002	5

Residential, net	Residential, net	7,387		—		7,387		42	Residential, net	6,656		—		6,656		42
Consumer & other, net	Consumer & other, net	19		—		19		2	Consumer & other, net	16		—		16		2
Total, net of deferred fees and costs	Total, net of deferred fees and costs	$	8,405	$	53	$	8,458	49	Total, net of deferred fees and costs	$	7,631	$	43	$	7,674	49

		December 31, 2021								December 31, 2021
(in thousands)	(in thousands)	Accrual Status		Non-Accrual Status		Total Modification		# of Contracts	(in thousands)	Accrual Status		Non-Accrual Status		Total Modification		# of Contracts
Commercial real estate, net	Commercial real estate, net	$	1,031	$	59	$	1,090	5	Commercial real estate, net	$	1,031	$	59	$	1,090	5

Residential, net	Residential, net	5,641		—		5,641		35	Residential, net	5,641		—		5,641		35
Consumer & other, net	Consumer & other, net	22		—		22		3	Consumer & other, net	22		—		22		3
Total, net of deferred fees and costs	Total, net of deferred fees and costs	$	6,694	$	59	$	6,753	43	Total, net of deferred fees and costs	$	6,694	$	59	$	6,753	43

The following table presents loans that were determined to be TDRs during the three and six months ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended				Three Months Ended				Six Months Ended
(in thousands)	(in thousands)	March 31, 2022		March 31, 2021			(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021

Residential, net	Residential, net	$	2,797	$	1,710		Residential, net	$	1,409	$	2,532	4,206		4,242
Consumer & other, net	Consumer & other, net	—		27			Consumer & other, net	—		9		—		36
Total, net of deferred fees and costs	Total, net of deferred fees and costs	$	2,797	$	1,737		Total, net of deferred fees and costs	$	1,409	$	2,541	$	4,206	$	4,278

Table of Contents

Credit Quality Indicators

Management regularly reviews loans and leases in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading. In addition, the Company's board of directors reviews and approves the credit quality indicators each year. The Bank differentiates its lending portfolios into homogeneous and non-homogeneous loans and leases. Homogeneous loans and leases are initially risk rated on a single risk rating scale based on the past due status of the loan or lease. Homogeneous loans and leases that have risk-based modifications or forbearances enter into an alternative elevated risk rating scale that freezes the elevated risk rating and requires six consecutive months of scheduled payments without delinquency before the loan or lease can return to the delinquency-based risk rating scale. Homogeneous loans and leases with other defined risk factors such as confirmed bankruptcy, business closure, death of a guarantor or fraud will be set to a floor substandard rating.

~~Table of Contents~~

The Bank's risk rating methodology for its non-homogeneous loans and leases uses a dual risk rating approach to assess the credit risk. This approach uses two scales to provide a comprehensive assessment of credit default risk and recovery risk. The probability of default scale measures a borrower's credit default risk using risk ratings ranging from 1 to 16, where a higher rating represents higher risk. For non-homogeneous loans and leases, PD ratings of 1 through 9 are "pass" grades, while PD ratings of 10 and 11 are "watch" grades. PD ratings of 12-16 correspond to the regulatory-defined categories of special mention (12), substandard (13-14), doubtful (15), and loss (16). The loss given default scale measures the amount of loss that may not be recovered in the event of a default, using six alphabetic ratings from A-F, where a higher rating represents higher risk. The LGD scale quantifies recovery risk associated with an event of default and predicts the amount of loss that would be incurred on a loan or lease if a borrower were to experience a major default and includes variables that may be external to the borrower, such as industry, geographic location, and credit cycle stage. It could also include ~~variables specific to the borrower such as their probability of default and bankruptcies as well as~~ variables specific to the loan or lease, including collateral valuation, covenant structure and debt type. The product of the borrower's PD and a loan or lease LGD is the loan or lease expected loss, expressed as a percentage. This provides a common language of credit risk across different loans.

The PD scale estimates the likelihood that a borrower will experience a major default on any of its debt obligations within a specified time period. Examples of major defaults include payments 90 days or more past due, non-accrual classification, bankruptcy filing, or a full or partial charge-off of a loan or lease. As such, the PD scale represents the credit quality indicator for non-homogeneous loans and leases.

The credit quality indicator rating categories follow regulatory classification and can be generally described by the following groupings for loans and leases:

Pass/Watch—A pass loan or lease is a loan or lease with a credit risk level acceptable to the Bank for extending credit and maintaining normal credit monitoring. A watch loan or lease is considered pass rated but has a heightened level of unacceptable default 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 risk rating would be appropriate within a short period of time.

Special Mention—A special mention loan or lease 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 in the institution's credit position at some future date. These borrowers have an elevated probability of default but not to the point of a substandard classification.

Substandard—A substandard loan or lease is inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged, if any. Loans and leases classified as substandard 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.

Doubtful—Loans or leases classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on currently existing facts, conditions, and values, highly questionable and improbable.

Loss—Loans or leases classified as loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.

2123

Table of Contents

The following tables represent the amortized costs basis of the loans and leases by credit classification and vintage year by loan and lease class of financing receivable as of ~~March 31,~~June 30, 2022 and December 31, 2021:
(in thousands) Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized Cost Basis Revolving to Non-Revolving Loans Amortized Cost
March 31, 2022 2022 2021 2020 2019 2018 Prior Total
Commercial real estate:
Non-owner occupied term, net
Credit quality indicator:
Pass/Watch $ 229,840 $ 898,610 $ 428,769 $ 609,626 $ 435,395 $ 1,175,122 $ 980 $ 3,660 $ 3,782,002
Special mention 914 — 379 — 8,105 13,127 — — 22,525
Substandard — 19,176 1,990 2,590 44,843 10,446 — 968 80,013
Doubtful — — — — — — — — —
Loss — — — — — 244 — — 244
Total non-owner occupied term, net $ 230,754 $ 917,786 $ 431,138 $ 612,216 $ 488,343 $ 1,198,939 $ 980 $ 4,628 $ 3,884,784
Owner occupied term, net
Credit quality indicator:
Pass/Watch $ 112,979 $ 572,565 $ 230,865 $ 361,545 $ 237,044 $ 765,477 $ 4,686 $ 724 $ 2,285,885
Special mention — — — 6,947 9,938 11,529 — — 28,414
Substandard — — 1,286 660 837 10,358 — — 13,141
Doubtful — — — — — 29 — — 29
Loss — — — — — 430 — — 430
Total owner occupied term, net $ 112,979 $ 572,565 $ 232,151 $ 369,152 $ 247,819 $ 787,823 $ 4,686 $ 724 $ 2,327,899
Multifamily, net
Credit quality indicator:
Pass/Watch $ 491,891 $ 1,707,002 $ 373,988 $ 733,701 $ 285,983 $ 698,237 $ 28,073 $ 2,925 $ 4,321,800
Special mention — — — — — 1,833 — — 1,833
Substandard — — — — —�� — — — —
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total multifamily, net $ 491,891 $ 1,707,002 $ 373,988 $ 733,701 $ 285,983 $ 700,070 $ 28,073 $ 2,925 $ 4,323,633
Construction & development, net
Credit quality indicator:
Pass/Watch $ 15,750 $ 337,635 $ 311,778 $ 198,534 $ 45,077 $ 18,417 $ 2,385 $ — $ 929,576
Special mention — — — 10,710 — — — — 10,710
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total construction & development, net $ 15,750 $ 337,635 $ 311,778 $ 209,244 $ 45,077 $ 18,417 $ 2,385 $ — $ 940,286
Residential development, net
Credit quality indicator:
Pass/Watch $ 5,557 $ 30,570 $ 14,004 $ — $ — $ — $ 142,450 $ 2,727 $ 195,308
Special mention — — — — — — — — —
Substandard — — — — — — — — —
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total residential development, net $ 5,557 $ 30,570 $ 14,004 $ — $ — $ — $ 142,450 $ 2,727 $ 195,308
Total commercial real estate $ 856,931 $ 3,565,558 $ 1,363,059 $ 1,924,313 $ 1,067,222 $ 2,705,249 $ 178,574 $ 11,004 $ 11,671,910

~~Table of Contents~~

(in thousands) Term Loans Amortized Cost Basis by Origination Year Revolving Loans Amortized Cost Basis Revolving to Non-Revolving Loans Amortized Cost
March 31, 2022 2022 2021 2020 2019 2018 Prior Total
Commercial:
Term, net
Credit quality indicator:
Pass/Watch $ 111,977 $ 930,465 $ 241,252 $ 181,648 $ 162,649 $ 350,859 $ 676,393 $ 13,003 $ 2,668,246
Special mention — — 648 70 1,867 30,925 — 1,278 34,788
Substandard 1,117 — 8,412 — 27,647 4,439 23,200 3,020 67,835
Doubtful — — 920 — — — — — 920
Loss — — — — 417 — — — 417
Total term, net $ 113,094 $ 930,465 $ 251,232 $ 181,718 $ 192,580 $ 386,223 $ 699,593 $ 17,301 $ 2,772,206
Lines of credit & other, net
Credit quality indicator:
Pass/Watch $ 7,481 $ 24,632 $ 6,594 $ 16,060 $ 9,692 $ 1,462 $ 774,199 $ 8,940 $ 849,060
Special mention — — — — — — 13,334 181 13,515
Substandard — 946 — — — 1,111 3,288 3,563 8,908
Doubtful — — — — — — — — —
Loss — — — — — — — — —
Total lines of credit & other, net $ 7,481 $ 25,578 $ 6,594 $ 16,060 $ 9,692 $ 2,573 $ 790,821 $ 12,684 $ 871,483
Leases & equipment finance, net
Credit quality indicator:
Pass/Watch $ 216,053 $ 516,393 $ 286,754 $ 239,054 $ 116,077 $ 66,375 $ — $ — $ 1,440,706
Special mention 246 5,464 3,108 3,109 2,161 887 — — 14,975
Substandard 1,730 4,601 6,660 2,515 834 427 — — 16,767
Doubtful — 3,330 2,877 2,342 1,372 435 — — 10,356
Loss — 375 475 308 130 160 — — 1,448
Total leases & equipment finance, net $ 218,029 $ 530,163 $ 299,874 $ 247,328 $ 120,574 $ 68,284 $ — $ — $ 1,484,252
Total commercial $ 338,604 $ 1,486,206 $ 557,700 $ 445,106 $ 322,846 $ 457,080 $ 1,490,414 $ 29,985 $ 5,127,941
Residential:
Mortgage, net
Credit quality indicator:
Pass/Watch $ 468,454 $ 2,284,376 $ 518,940 $ 517,505 $ 165,150 $ 764,629 $ — $ — $ 4,719,054
Special mention — 748 1,351 691 81 4,658 — — 7,529
Substandard — 567 1,449 2,747 1,834 11,573 — — 18,170
Doubtful — — — — — — — — —
Loss — — — 1,877 — 1,636 — — 3,513
Total mortgage, net $ 468,454 $ 2,285,691 $ 521,740 $ 522,820 $ 167,065 $ 782,496 $ — $ — $ 4,748,266
Home equity loans & lines, net
Credit quality indicator:
Pass/Watch $ 174 $ 710 $ — $ — $ 18 $ 10,005 $ 1,204,909 $ 31,632 $ 1,247,448
Special mention — — — — — 133 1,212 430 1,775
Substandard — — — — — 104 894 346 1,344
Doubtful — — — — — — — — —
Loss — — — — — 32 103 — 135
Total home equity loans & lines, net $ 174 $ 710 $ — $ — $ 18 $ 10,274 $ 1,207,118 $ 32,408 $ 1,250,702
Total residential $ 468,628 $ 2,286,401 $ 521,740 $ 522,820 $ 167,083 $ 792,770 $ 1,207,118 $ 32,408 $ 5,998,968

~~Table of Contents~~


(in thousands)	(in thousands)		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis				Revolving to Non-Revolving Loans Amortized Cost							(in thousands)				Term Loans Amortized Cost Basis by Origination Year																								Revolving Loans Amortized Cost Basis			Revolving to Non-Revolving Loans Amortized Cost
		December 31, 2021	2021		2020		2019		2018		2017		Prior								Total				June 30, 2022				2022			2021				2020				2019				2018				Prior								Total
Commercial real estate:	Commercial real estate:																									Commercial real estate:
Non-owner occupied term, net	Non-owner occupied term, net																									Non-owner occupied term, net
Credit quality indicator:	Credit quality indicator:																									Credit quality indicator:
		Pass/Watch	$	901,230	$	434,875	$	618,879	$	431,098	$	308,872	$	942,501			$	1,313			$	3,679				$	3,642,447		Pass/Watch			$	402,052			$	801,602			$	405,467			$	596,076			$	406,634			$	1,087,126				$	979	$	4,554	$	3,704,490
		Special mention	—		1,311		1,411		12,252		844		38,268		—				—				54,086					Special mention		897				—				578				—				36,382				12,980				—			—		50,837
		Substandard	19,270		2,214		2,605		53,312		2,990		9,641		—				—				90,032					Substandard		—				19,081				1,975				2,573				12,342				6,640				—			—		42,611
		Doubtful	—		—		—		—		—		78		—				—				78					Doubtful		—				—				—				—				—				60				—			—		60
		Loss	—		—		—		—		—		244		—				—				244					Loss		—				—				—				—				—				244				—			—		244
Total non-owner occupied term, net	Total non-owner occupied term, net		$	920,500	$	438,400	$	622,895	$	496,662	$	312,706	$	990,732	$	1,313			$	3,679			$	3,786,887		Total non-owner occupied term, net				$	402,949			$	820,683			$	408,020			$	598,649			$	455,358			$	1,107,050			$	979		$	4,554	$	3,798,242
Owner occupied term, net	Owner occupied term, net																									Owner occupied term, net
Credit quality indicator:	Credit quality indicator:																									Credit quality indicator:
		Pass/Watch	$	594,677	$	237,814	$	369,483	$	245,707	$	227,201	$	601,934	$	5,017			$	737			$	2,282,570				Pass/Watch		$	362,514			$	570,637			$	220,353			$	360,788			$	227,802			$	705,367			$	4,675		$	122	$	2,452,258
		Special mention	—		—		7,445		10,739		4,936		12,219		—				—				35,339					Special mention		—				—				—				5,559				4,259				14,531				—			—		24,349
		Substandard	—		897		674		1,815		—		10,697		—				—				14,083					Substandard		—				1,668				1,279				660				6,959				10,231				—			—		20,797
		Doubtful	—		—		—		—		—		—		—				—				—					Doubtful		—				—				—				—				—				45				—			—		45
		Loss	—		—		—		—		—		430		—				—				430					Loss		—				—				—				—				—				104				—			—		104
Total owner occupied term, net	Total owner occupied term, net		$	594,677	$	238,711	$	377,602	$	258,261	$	232,137	$	625,280	$	5,017			$	737			$	2,332,422		Total owner occupied term, net				$	362,514			$	572,305			$	221,632			$	367,007			$	239,020			$	730,278			$	4,675		$	122	$	2,497,553
Multifamily, net	Multifamily, net																									Multifamily, net
Credit quality indicator:	Credit quality indicator:																									Credit quality indicator:
		Pass/Watch	$	1,700,221	$	380,506	$	748,207	$	346,192	$	334,688	$	510,385	$	26,475			$	2,931			$	4,049,605				Pass/Watch		$	1,200,814			$	1,662,230			$	371,902			$	661,065			$	235,127			$	604,539			$	29,428		$	2,919	$	4,768,024
		Special mention	—		—		—		—		—		1,597		—				—				1,597					Special mention		—				—				—				—				—				249				—			—		249
		Substandard	—		—		—		—		—		—		—				—				—					Substandard		—				—				—				—				—				—				—			—		—
		Doubtful	—		—		—		—		—		—		—				—				—					Doubtful		—				—				—				—				—				—				—			—		—
		Loss	—		—		—		—		—		—		—				—				—					Loss		—				—				—				—				—				—				—			—		—
Total multifamily, net	Total multifamily, net		$	1,700,221	$	380,506	$	748,207	$	346,192	$	334,688	$	511,982	$	26,475			$	2,931			$	4,051,202		Total multifamily, net				$	1,200,814			$	1,662,230			$	371,902			$	661,065			$	235,127			$	604,788			$	29,428		$	2,919	$	4,768,273
Construction & development, net																										Construction & development, net
Credit quality indicator:																										Credit quality indicator:
																												Pass/Watch		$	70,018			$	408,520			$	297,481			$	134,028			$	45,010			$	26,193			$	2,388		$	—	$	983,638
																												Special mention		—				11,637				—				22,022				—				—				—			—		33,659
																												Substandard		—				—				—				—				—				—				—			—		—
																												Doubtful		—				—				—				—				—				—				—			—		—
																												Loss		—				—				—				—				—				—				—			—		—
Total construction & development, net																										Total construction & development, net				$	70,018			$	420,157			$	297,481			$	156,050			$	45,010			$	26,193			$	2,388		$	—	$	1,017,297
Residential development, net																										Residential development, net
Credit quality indicator:																										Credit quality indicator:
																												Pass/Watch		$	17,706			$	24,520			$	13,974			$	—			$	—			$	—			$	137,104		$	1,605	$	194,909
																												Special mention		—				—				—				—				—				—				—			—		—
																												Substandard		—				—				—				—				—				—				—			—		—
																												Doubtful		—				—				—				—				—				—				—			—		—
																												Loss		—				—				—				—				—				—				—			—		—
Total residential development, net																										Total residential development, net				$	17,706			$	24,520			$	13,974			$	—			$	—			$	—			$	137,104		$	1,605	$	194,909

Total commercial real estate																										Total commercial real estate				$	2,054,001			$	3,499,895			$	1,313,009			$	1,782,771			$	974,515			$	2,468,309			$	174,574		$	9,200	$	12,276,274

Table of Contents


(in thousands)		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Revolving to Non-Revolving Loans Amortized Cost
	June 30, 2022	2022		2021		2020		2019		2018		Prior						Total
Commercial:
Term, net
Credit quality indicator:
	Pass/Watch	$	381,624	$	833,230	$	204,425	$	168,367	$	146,689	$	320,578	$	739,641	$	13,942	$	2,808,496
	Special mention	—		7		181		44		609		30,636		—		—		31,477
	Substandard	1,017		—		7,944		—		28,366		2,610		21,960		1,878		63,775
	Doubtful	—		—		657		—		—		—		—		39		696
	Loss	—		—		—		—		417		—		—		—		417
Total term, net		$	382,641	$	833,237	$	213,207	$	168,411	$	176,081	$	353,824	$	761,601	$	15,859	$	2,904,861
Lines of credit & other, net
Credit quality indicator:
	Pass/Watch	$	19,347	$	17,686	$	5,414	$	15,925	$	9,276	$	1,366	$	819,106	$	8,909	$	897,029
	Special mention	—		—		—		—		—		—		9,673		990		10,663
	Substandard	—		934		—		—		—		1,105		7,181		3,685		12,905
	Doubtful	—		—		—		—		—		—		7		—		7
	Loss	—		—		—		—		—		—		—		—		—
Total lines of credit & other, net		$	19,347	$	18,620	$	5,414	$	15,925	$	9,276	$	2,471	$	835,967	$	13,584	$	920,604
Leases & equipment finance, net
Credit quality indicator:
	Pass/Watch	$	450,126	$	463,513	$	256,503	$	205,166	$	97,056	$	55,033	$	—	$	—	$	1,527,397
	Special mention	2,188		5,536		2,492		2,710		1,036		467		—		—		14,429
	Substandard	4,122		6,394		3,050		2,719		1,918		497		—		—		18,700
	Doubtful	1,230		6,229		3,162		2,501		835		351		—		—		14,308
	Loss	—		786		202		210		57		55		—		—		1,310
Total leases & equipment finance, net		$	457,666	$	482,458	$	265,409	$	213,306	$	100,902	$	56,403	$	—	$	—	$	1,576,144

Total commercial		$	859,654	$	1,334,315	$	484,030	$	397,642	$	286,259	$	412,698	$	1,597,568	$	29,443	$	5,401,609

Residential:
Mortgage, net
Credit quality indicator:
	Pass/Watch	$	962,257	$	2,325,196	$	498,372	$	491,363	$	152,602	$	711,155	$	—	$	—	$	5,140,945
	Special mention	—		296		778		1,284		581		3,812		—		—		6,751
	Substandard	—		1,049		954		2,722		1,359		11,246		—		—		17,330
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		324		970		497		1,640		—		—		3,431
Total mortgage, net		$	962,257	$	2,326,541	$	500,428	$	496,339	$	155,039	$	727,853	$	—	$	—	$	5,168,457

Home equity loans & lines, net
Credit quality indicator:
	Pass/Watch	$	468	$	673	$	—	$	—	$	17	$	8,960	$	1,371,577	$	30,685	$	1,412,380
	Special mention	—		—		—		—		—		115		1,202		449		1,766
	Substandard	—		—		—		—		—		135		935		339		1,409
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		—		—		—		61		56		50		167
Total home equity loans & lines, net		$	468	$	673	$	—	$	—	$	17	$	9,271	$	1,373,770	$	31,523	$	1,415,722

Total residential		$	962,725	$	2,327,214	$	500,428	$	496,339	$	155,056	$	737,124	$	1,373,770	$	31,523	$	6,584,179

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(in thousands)		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Revolving to Non-Revolving Loans Amortized Cost
	June 30, 2022	2022		2021		2020		2019		2018		Prior						Total
Consumer & other, net:
Credit quality indicator:
	Pass/Watch	$	10,758	$	9,610	$	8,644	$	8,575	$	3,829	$	6,009	$	121,147	$	778	$	169,350
	Special mention	—		8		4		72		16		184		263		527		1,074
	Substandard	—		—		—		14		—		82		62		27		185
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		—		—		—		7		—		—		7
Total consumer & other, net		$	10,758	$	9,618	$	8,648	$	8,661	$	3,845	$	6,282	$	121,472	$	1,332	$	170,616

Grand total		$	3,887,138	$	7,171,042	$	2,306,115	$	2,685,413	$	1,419,675	$	3,624,413	$	3,267,384	$	71,498	$	24,432,678


(in thousands)		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Revolving to Non-Revolving Loans Amortized Cost
	December 31, 2021	2021		2020		2019		2018		2017		Prior						Total
Commercial real estate:
Non-owner occupied term, net
Credit quality indicator:
	Pass/Watch	$	901,230	$	434,875	$	618,879	$	431,098	$	308,872	$	942,501	$	1,313	$	3,679	$	3,642,447
	Special mention	—		1,311		1,411		12,252		844		38,268		—		—		54,086
	Substandard	19,270		2,214		2,605		53,312		2,990		9,641		—		—		90,032
	Doubtful	—		—		—		—		—		78		—		—		78
	Loss	—		—		—		—		—		244		—		—		244
Total non-owner occupied term, net		$	920,500	$	438,400	$	622,895	$	496,662	$	312,706	$	990,732	$	1,313	$	3,679	$	3,786,887
Owner occupied term, net
Credit quality indicator:
	Pass/Watch	$	594,677	$	237,814	$	369,483	$	245,707	$	227,201	$	601,934	$	5,017	$	737	$	2,282,570
	Special mention	—		—		7,445		10,739		4,936		12,219		—		—		35,339
	Substandard	—		897		674		1,815		—		10,697		—		—		14,083
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		—		—		—		430		—		—		430
Total owner occupied term, net		$	594,677	$	238,711	$	377,602	$	258,261	$	232,137	$	625,280	$	5,017	$	737	$	2,332,422
Multifamily, net
Credit quality indicator:
	Pass/Watch	$	1,700,221	$	380,506	$	748,207	$	346,192	$	334,688	$	510,385	$	26,475	$	2,931	$	4,049,605
	Special mention	—		—		—		—		—		1,597		—		—		1,597
	Substandard	—		—		—		—		—		—		—		—		—
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		—		—		—		—		—		—		—
Total multifamily, net		$	1,700,221	$	380,506	$	748,207	$	346,192	$	334,688	$	511,982	$	26,475	$	2,931	$	4,051,202

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(in thousands)		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Revolving to Non-Revolving Loans Amortized Cost
	December 31, 2021	2021		2020		2019		2018		2017		Prior						Total
Construction & development, net
Credit quality indicator:
	Pass/Watch	$	264,489	$	310,207	$	237,435	$	48,911	$	18,375	$	136	$	2,382	$	—	$	881,935
	Special mention	—		—		—		—		—		—		—		—		—
	Substandard	—		—		—		8,403		—		—		—		—		8,403
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		—		—		—		—		—		—		—
Total construction & development, net		$	264,489	$	310,207	$	237,435	$	57,314	$	18,375	$	136	$	2,382	$	—	$	890,338
Residential development, net
Credit quality indicator:
	Pass/Watch	$	28,744	$	15,623	$	—	$	—	$	—	$	—	$	156,587	$	6,036	$	206,990
	Special mention	—		—		—		—		—		—		—		—		—
	Substandard	—		—		—		—		—		—		—		—		—
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		—		—		—		—		—		—		—
Total residential development, net		$	28,744	$	15,623	$	—	$	—	$	—	$	—	$	156,587	$	6,036	$	206,990

Total commercial real estate		$	3,508,631	$	1,383,447	$	1,986,139	$	1,158,429	$	897,906	$	2,128,130	$	191,774	$	13,383	$	11,267,839

Commercial:
Term, net
Credit quality indicator:
	Pass/Watch	$	1,102,310	$	306,969	$	200,352	$	179,217	$	206,405	$	215,105	$	699,230	$	14,075	$	2,923,663
	Special mention	—		4,454		97		28,971		587		825		27,909		1,501		64,344
	Substandard	1,217		9,827		—		1,095		2,648		1,264		—		3,189		19,240
	Doubtful	—		—		—		—		809		—		—		—		809
	Loss	—		—		—		417		—		—		—		—		417
Total term, net		$	1,103,527	$	321,250	$	200,449	$	209,700	$	210,449	$	217,194	$	727,139	$	18,765	$	3,008,473
Lines of credit & other, net
Credit quality indicator:
	Pass/Watch	$	31,836	$	9,170	$	16,529	$	10,945	$	334	$	1,605	$	812,207	$	8,498	$	891,124
	Special mention	—		—		—		—		—		—		8,830		752		9,582
	Substandard	714		414		—		—		—		1,118		3,238		4,540		10,024
	Doubtful	—		—		—		—		—		—		1		—		1
	Loss	—		—		—		—		—		—		1		1		2
Total lines of credit & other, net		$	32,550	$	9,584	$	16,529	$	10,945	$	334	$	2,723	$	824,277	$	13,791	$	910,733
Leases & equipment finance, net
Credit quality indicator:
	Pass/Watch	$	599,301	$	325,379	$	282,101	$	138,627	$	43,950	$	38,965	$	—	$	—	$	1,428,323
	Special mention	2,512		1,965		1,782		1,690		572		130		—		—		8,651
	Substandard	4,280		7,333		2,682		1,448		578		160		—		—		16,481
	Doubtful	3,781		3,232		3,238		1,343		663		636		—		—		12,893
	Loss	614		258		187		84		179		6		—		—		1,328
Total leases & equipment finance, net		$	610,488	$	338,167	$	289,990	$	143,192	$	45,942	$	39,897	$	—	$	—	$	1,467,676

Total commercial		$	1,746,565	$	669,001	$	506,968	$	363,837	$	256,725	$	259,814	$	1,551,416	$	32,556	$	5,386,882

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(in thousands)		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis		Revolving to Non-Revolving Loans Amortized Cost
	December 31, 2021	2021		2020		2019		2018		2017		Prior						Total
Residential:
Mortgage, net
Credit quality indicator:
	Pass/Watch	$	2,252,704	$	606,671	$	585,923	$	190,673	$	209,990	$	639,585	$	—	$	—	$	4,485,546
	Special mention	372		—		555		81		632		2,830		—		—		4,470
	Substandard	—		1,379		4,430		1,147		3,098		15,692		—		—		25,746
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		907		—		—		597		—		—		1,504
Total mortgage, net		$	2,253,076	$	608,050	$	591,815	$	191,901	$	213,720	$	658,704	$	—	$	—	$	4,517,266

Home equity loans & lines, net
Credit quality indicator:
	Pass/Watch	$	972	$	—	$	—	$	18	$	—	$	10,973	$	1,151,063	$	31,708	$	1,194,734
	Special mention	—		—		—		—		—		102		1,355		248		1,705
	Substandard	—		—		—		—		—		96		280		213		589
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		—		—		—		36		42		64		142
Total home equity loans & lines, net		$	972	$	—	$	—	$	18	$	—	$	11,207	$	1,152,740	$	32,233	$	1,197,170

Total residential		$	2,254,048	$	608,050	$	591,815	$	191,919	$	213,720	$	669,911	$	1,152,740	$	32,233	$	5,714,436

Consumer & other, net:
Credit quality indicator:
	Pass/Watch	$	15,375	$	10,955	$	12,167	$	5,395	$	3,983	$	5,070	$	128,264	$	1,835	$	183,044
	Special mention	—		23		41		1		113		113		391		101		783
	Substandard	—		3		15		—		17		25		55		71		186
	Doubtful	—		—		—		—		—		—		—		—		—
	Loss	—		—		—		—		—		7		3		—		10
Total consumer & other, net		$	15,375	$	10,981	$	12,223	$	5,396	$	4,113	$	5,215	$	128,713	$	2,007	$	184,023

Grand total		$	7,524,619	$	2,671,479	$	3,097,145	$	1,719,581	$	1,372,464	$	3,063,070	$	3,024,643	$	80,179	$	22,553,180

Note 5 – Residential Mortgage Servicing Rights

The Company measures its ~~mortgage servicing rights~~MSR asset at fair value with changes in fair value reported in residential mortgage banking revenue, net. The following table presents the changes in the Company's residential ~~mortgage servicing rights~~MSR for the three and six months ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended			Three Months Ended						Six Months Ended
(in thousands)	(in thousands)		March 31, 2022			March 31, 2021		(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Balance, beginning of period	Balance, beginning of period		$	123,615		$	92,907	Balance, beginning of period	$	165,807	$	100,413	$	123,615	$	92,907
Additions for new MSR capitalized	Additions for new MSR capitalized		7,390			14,065		Additions for new MSR capitalized	7,813		8,330		15,203		22,395
Changes in fair value:	Changes in fair value:							Changes in fair value:
Changes due to collection/realization of expected cash flows over time	Changes due to collection/realization of expected cash flows over time		(5,347)			(4,545)		Changes due to collection/realization of expected cash flows over time	(4,961)		(4,366)		(10,308)		(8,911)
Changes due to valuation inputs or assumptions (1)	Changes due to valuation inputs or assumptions (1)		40,149			(2,014)		Changes due to valuation inputs or assumptions (1)	10,899		(1,678)		51,048		(3,692)
Balance, end of period	Balance, end of period		$	165,807		$	100,413	Balance, end of period	$	179,558	$	102,699	$	179,558	$	102,699

(1) The change in valuation inputs and assumptions principally reflect changes in discount rates and prepayment speeds, which are primarily affected by changes in interest rates.

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Information related to the serviced loan portfolio as of ~~March 31,~~June 30, 2022 and December 31, 2021 is as follows:


(dollars in thousands)	(dollars in thousands)	March 31, 2022			December 31, 2021			(dollars in thousands)	June 30, 2022			December 31, 2021
Balance of loans serviced for others	Balance of loans serviced for others	$	12,810,574		$	12,755,671		Balance of loans serviced for others	$	12,932,747		$	12,755,671
MSR as a percentage of serviced loans	MSR as a percentage of serviced loans	1.29		%	0.97		%	MSR as a percentage of serviced loans	1.39		%	0.97		%

The amount of contractually specified servicing fees, late fees and ancillary fees earned, recorded in residential mortgage banking revenue, was ~~$9.1~~$9.5 million and $18.6 million for the three and six months ended ~~March 31,~~June 30, 2022, respectively, as compared to $9.1 million and ~~2021.~~$18.2 million for the three and six months ended June 30, 2021, respectively.

Note 6 – Commitments and Contingencies

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)	~~March 31,~~June 30, 2022
Commitments to extend credit	$	~~7,280,128~~7,533,982
Forward sales commitments	$	~~507,000~~327,666
Commitments to originate residential mortgage loans held for sale	$	~~307,786~~201,663
Standby letters of credit	$	~~107,274~~117,330

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. 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.

There were no financial guarantees in connection with standby letters of credit that the Bank was required to perform on during the three and six months ended ~~March 31,~~June 30, 2022 and 2021. At ~~March 31,~~June 30, 2022, approximately ~~$100.9~~$107.7 million of standby letters of credit expire within one year, and ~~$6.4~~$9.6 million expire thereafter.

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 March 31, 2022, the Company had a residential mortgage loan repurchase reserve liability of $361,000. 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 March 31, 2022, the Bank had no recorded liability for the loans subject to this repurchase right.~~

Legal Proceedings and Regulatory Matters—~~Umpqua is involved~~We are subject to litigation in court and arbitral proceedings, as well as proceedings, investigations, examinations and other actions brought or considered by governmental and self-regulatory agencies. We are a party to various pending and threatened claims and legal proceedings ~~occurring~~arising in the ~~ordinary~~normal course of ~~business.~~ business activities, some of which involve claims for substantial or uncertain amounts.

At least quarterly, we assess liabilities and contingencies in connection with all outstanding or new legal matters, utilizing the most recent information available. If we determine that a loss from a matter is probable and the amount of the loss can be reasonably estimated, we establish an accrual for the loss. Once established, each accrual is adjusted as appropriate to reflect any subsequent developments in the specific legal matter. It is inherently difficult to determine whether any loss is probable or even possible. It is also inherently difficult to estimate the amount of any loss and there may be matters for which a loss is probable or reasonably possible but not currently estimable. Actual losses may be in excess of any established accrual or the range of reasonably possible loss. Management's estimate will change from time to time. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established. The Company does not have any amounts accrued related to legal matters as of June 30, 2022.

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Resolution and the outcome of legal claims is unpredictable, exacerbated by the following: damages sought are unsubstantiated or indeterminate; it is unclear whether a case brought as a class action will be allowed to proceed on that basis; discovery or motion practice is not complete; the proceeding is not yet in its final stages; the matters present legal uncertainties; there are significant facts in dispute; there are a large number of parties, including multiple defendants; or there is a wide range of potential results. Any estimate or determination relating to the future resolution of legal and regulatory matters is uncertain and involves significant judgment. We usually are unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely, or probable, or to estimate the amount or range of a probable or reasonably likely loss, until relatively late in the process.

Although there can be no assurance as to the ultimate outcome of specific legal matter, we believe we have meritorious defenses to the claims asserted against us in our currently outstanding legal matters, and we intend to continue to vigorously defend ourselves. We will consider settlement of legal matters when, in management's judgment, it is in the best interests of the Company and its shareholders.

Based on information currently available, advice of counsel, ~~and~~ available insurance coverage, ~~management~~and established reserves, the Company believes that the eventual outcome of the actions against ~~the Company or its subsidiaries~~us will not ~~individually or in the aggregate,~~ have a material adverse effect on ~~its~~the Company's consolidated financial condition. However, it is possible that the ultimate resolution of a matter, if unfavorable, may be material to the Company's results of operations for any particular period.

~~Table of Contents~~

The Company is the defendant in certain complaints that generally allege that the registration statement filings related to the Merger Agreement contain material omissions of sections of the Securities Exchange Act of 1934, as amended. In addition, the complaints contain allegations of breach of fiduciary duty, aiding and abetting such breach of fiduciary duty, and fraudulent and negligent misrepresentation. The complaints seek various legal and equitable relief, generally including, among other things, orders (i) enjoining the defendants from proceeding with, consummating or closing the proposed transaction until the allegedly omitted information is disclosed, (ii) rescinding the mergers if consummated, or awarding certain damages, (iii) directing the Umpqua board of directors and Columbia board of directors to file a corrected Joint Proxy Statement/Prospectus, and (iv) awarding plaintiffs' costs, including attorneys' fees, and (v) seeking corporate records related to the Merger Agreement.

Contingencies—On October 12, 2021, Umpqua and Columbia announced that their boards of directors unanimously approved athe Merger Agreement under which the two companies will combine in an all-stock transaction. Under the terms of the Merger Agreement, Umpqua shareholders will receive 0.5958 of a share of Columbia stock for each Umpqua share they own. Upon completion of the transaction, Umpqua shareholders will own approximately 62% and Columbia shareholders will own approximately 38% of the combined company. The merger is expected to close in ~~mid-2022,~~the third quarter of 2022, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals. The Merger Agreement provides certain termination rights for both Umpqua and Columbia and further provides that, upon termination of the Merger Agreement under certain circumstances, Umpqua or Columbia, as applicable, will be obligated to pay the other party a termination fee of $145.0 million.

Concentrations of Credit Risk— The Bank grants real estate mortgage, real estate construction, commercial, agricultural and installment loans and leases to customers ~~throughout~~in Oregon, Washington, California, Idaho, Nevada, Arizona and ~~Nevada.~~Colorado. In management's judgment, a concentration exists in real estate-related loans, which represented approximately 78% and 76% of the Bank's loan and lease portfolio at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. Commercial real estate concentrations are managed to ensure geographic and business diversity, primarily in our footprint. Although management believes such concentrations have no more than the normal risk of collectability, a substantial decline in the economy in general or caused by the COVID-19 pandemic, 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 7 – 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 interest rate lock 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 ~~March 31,~~June 30, 2022 and 2021. 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 ~~March 31,~~June 30, 2022, the Bank had commitments to originate mortgage loans held for sale totaling ~~$307.8~~$201.7 million and forward sales commitments of ~~$507.0~~$327.7 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 ~~March 31,~~June 30, 2022, the Bank had ~~948~~944 interest rate swaps with an aggregate notional amount of ~~$7.5~~$7.3 billion related to this program. As of December 31, 2021, the Bank had 936 interest rate swaps with an aggregate notional amount of $7.0 billion related to this program.

~~Table of Contents~~

As of ~~March 31,~~June 30, 2022 and December 31, 2021, the termination value of interest rate swaps in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was ~~$63.7~~$137.9 million and $8.7 million, respectively. The Bank has collateral posting requirements for initial margins with its clearing members and clearing houses and has been required to post collateral against its obligations under these agreements of ~~$94.9~~$84.9 million and $92.6 million as of ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. In 2021, the Bank began to collateralize ~~the majority~~a portion of its initial margin with U.S. Treasury securities.

The Bank's interest rate swap derivatives are cleared through the Chicago Mercantile Exchange and London Clearing House. These clearing houses characterize the variation margin payments, for certain derivative contracts that are referred to as settled-to-market, as settlements of the derivative's mark-to-market exposure and not collateral. The Company accounts for the variation margin as an adjustment to cash collateral, as well as a corresponding adjustment to the derivative asset and ~~liability.~~liability As of ~~March 31,~~June 30, 2022 and December 31, 2021, the variation margin adjustments consisted of a positive adjustment of ~~$16.6~~$119.4 million and a negative adjustment of $172.9 million, respectively.

The Bank incorporates credit valuation adjustments to appropriately reflect nonperformance risk in the fair value measurement of its derivatives. The net CVA reduced the settlement values of the Bank's net derivative assets by $3.0 million and $10.0 million as of March 31, 2022 and December 31, 2021, respectively. Various factors impact changes in the CVA over time, including changes in the credit spreads of the parties to the contracts, as well as changes in market rates and volatilities, which affect the total expected exposure of the derivative instruments.

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 Bank's derivative assets are included in other assets, while the derivative liabilities are included in other liabilities. The following table summarizes the types of derivatives, separately by assets and liabilities, and the fair values of such derivatives as of ~~March 31,~~June 30, 2022 and December 31, 2021:


(in thousands)	(in thousands)	Asset Derivatives				Liability Derivatives				(in thousands)	Asset Derivatives				Liability Derivatives
Derivatives not designated as hedging instrument	Derivatives not designated as hedging instrument	March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021		Derivatives not designated as hedging instrument	June 30, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Interest rate lock commitments	Interest rate lock commitments	$	—	$	4,641	$	853	$	—	Interest rate lock commitments	$	71	$	4,641	$	188	$	—
Interest rate forward sales commitments	Interest rate forward sales commitments	11,607		615		153		699		Interest rate forward sales commitments	2,920		615		777		699
Interest rate swaps	Interest rate swaps	40,224		171,827		63,678		8,671		Interest rate swaps	2,748		171,827		137,940		8,671
Foreign currency derivatives	Foreign currency derivatives	240		340		193		305		Foreign currency derivatives	225		340		156		305
Total derivative assets and liabilities	Total derivative assets and liabilities	$	52,071	$	177,423	$	64,877	$	9,675	Total derivative assets and liabilities	$	5,964	$	177,423	$	139,061	$	9,675

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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 types of derivatives and the gains (losses) recorded during the three and six months ended ~~March 31,~~June 30, 2022 and 2021:


(in thousands)	(in thousands)	Three Months Ended			(in thousands)			Three Months Ended				Six Months Ended
Derivatives not designated as hedging instrument	Derivatives not designated as hedging instrument		March 31, 2022			March 31, 2021			Derivatives not designated as hedging instrument	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Interest rate lock commitments	Interest rate lock commitments		$	(5,494)		$	(13,389)		Interest rate lock commitments	$	736	$	(1,545)	$	(4,758)	$	(14,934)
Interest rate forward sales commitments	Interest rate forward sales commitments		25,251			28,171			Interest rate forward sales commitments	14,200		(10,285)		39,451		17,886
Interest rate swaps	Interest rate swaps		7,047			11,750			Interest rate swaps	7,337		(4,481)		14,384		7,269
Foreign currency derivatives	Foreign currency derivatives		701			555			Foreign currency derivatives	803		712		1,504		1,267
Total derivative gains (losses)	Total derivative gains (losses)		$	27,505		$	27,087		Total derivative gains (losses)	$	23,076	$	(15,599)	$	50,581	$	11,488

~~Table of Contents~~

Note 8 – Earnings Per Common Share

The following is a computation of basic and diluted earnings per common share for the three and six months ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended			Three Months Ended						Six Months Ended
(in thousands, except per share data)	(in thousands, except per share data)		March 31, 2022			March 31, 2021		(in thousands, except per share data)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021
Net income	Net income		$	91,157		$	107,737	Net income	$	78,591	$	116,143	$	169,748	$	223,880

Weighted average number of common shares outstanding - basic	Weighted average number of common shares outstanding - basic		216,782			220,367		Weighted average number of common shares outstanding - basic	217,030		220,593		216,906		220,481
Effect of potentially dilutive common shares (1)	Effect of potentially dilutive common shares (1)		610			524		Effect of potentially dilutive common shares (1)	249		429		427		447
Weighted average number of common shares outstanding - diluted	Weighted average number of common shares outstanding - diluted		217,392			220,891		Weighted average number of common shares outstanding - diluted	217,279		221,022		217,333		220,928
Earnings per common share:	Earnings per common share:							Earnings per common share:
Basic	Basic		$	0.42		$	0.49	Basic	$	0.36	$	0.53	$	0.78	$	1.02
Diluted	Diluted		$	0.42		$	0.49	Diluted	$	0.36	$	0.53	$	0.78	$	1.01

(1)Represents the effect of the assumed vesting of non-participating restricted shares based on the treasury stock method.

The following table represents the weighted average outstanding restricted shares that were not included in the computation of diluted earnings per share because their effect would be anti-dilutive for the three and six months ended ~~March 31,~~June 30, 2022 and 2021:

Three Months Ended

Six Months Ended

(in thousands)

March 31, 2022

March 31, 2021

(in thousands)

June 30, 2022

June 30, 2021

June 30, 2022

June 30, 2021

Restricted stock awards

180

149

Restricted stock awards

515

342

Note 9 – Segment Information

The Company reports 2 segments: Core Banking and Mortgage Banking. The Core Banking segment includes all lines of business, except Mortgage Banking, including ~~wholesale,~~commercial, retail, and private banking, as well as the operations, technology, and administrative functions of the Bank and Holding Company. The Mortgage Banking segment includes the revenue earned from the production and sale of residential real estate loans, the servicing income from the serviced loan portfolio, the quarterly changes to the MSR, and the specific expenses that are related to mortgage banking activities including variable commission expenses. Revenue and related expenses related to residential real estate loans held for investment are included in the Core Banking segment as portfolio loans are an anchor product for the consumer and wealth channels and are originated through a variety of channels throughout the Company. Management periodically updates the allocation methods and assumptions within the current segment structure.

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


			Three Months Ended March 31, 2022						Three Months Ended March 31, 2021								Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
(in thousands)	(in thousands)		Core Banking		Mortgage Banking		Consolidated		Core Banking		Mortgage Banking		Consolidated		(in thousands)		Core Banking		Mortgage Banking		Consolidated		Core Banking		Mortgage Banking		Consolidated
Net interest income	Net interest income		$	227,087	$	1,676	$	228,763	$	217,574	$	3,857	$	221,431	Net interest income		$	247,009	$	1,161	$	248,170	$	226,915	$	2,848	$	229,763
Provision for credit losses			4,804		—		4,804		—		—		—
Provision (recapture) for credit losses															Provision (recapture) for credit losses		18,692		—		18,692		(22,996)		—		(22,996)
Non-interest income	Non-interest income														Non-interest income
		Residential mortgage banking revenue:														Residential mortgage banking revenue:
		Origination and sale	—		16,844		16,844		—		62,505		62,505			Origination and sale	—		15,101		15,101		—		41,367		41,367
		Servicing	—		9,140		9,140		—		9,087		9,087			Servicing	—		9,505		9,505		—		9,120		9,120
		Change in fair value of MSR asset:														Change in fair value of MSR asset:
		Changes due to collection/realization of expected cash flows over time	—		(5,347)		(5,347)		—		(4,545)		(4,545)			Changes due to collection/realization of expected cash flows over time	—		(4,961)		(4,961)		—		(4,366)		(4,366)
		Changes due to valuation inputs or assumptions	—		40,149		40,149		—		(2,014)		(2,014)			Changes due to valuation inputs or assumptions	—		10,899		10,899		—		(1,678)		(1,678)
		Gain on sale of debt securities, net	2		—		2		4		—		4
		Loss on equity securities, net	(2,661)		—		(2,661)		(706)		—		(706)			(Loss) gain on equity securities, net	(2,075)		—		(2,075)		4		—		4
		Gain on swap derivatives, net	7,047		—		7,047		11,750		—		11,750			Gain (loss) on swap derivatives, net	7,337		—		7,337		(4,481)		—		(4,481)
		Change in fair value of certain loans held for investment	(21,049)		—		(21,049)		(510)		—		(510)			Change in fair value of certain loans held for investment	(15,210)		—		(15,210)		2,782		—		2,782
		Non-interest income (excluding above items)	35,650		194		35,844		32,913		316		33,229			Non-interest income (excluding above items)	34,461		178		34,639		48,151		176		48,327
		Total non-interest income	18,989		60,980		79,969		43,451		65,349		108,800			Total non-interest income	24,513		30,722		55,235		46,456		44,619		91,075
Non-interest expense	Non-interest expense														Non-interest expense
		Merger related expenses	2,278		—		2,278		—		—		—			Merger related expenses	2,672		—		2,672		—		—		—
		Exit and disposal costs	3,033		—		3,033		1,200		—		1,200			Exit and disposal costs	442		—		442		4,728		—		4,728
		Non-interest expense (excluding above items)	148,423		28,696		177,119		145,161		41,231		186,392			Non-interest expense (excluding above items)	148,946		27,514		176,460		146,877		37,795		184,672
		Allocated expenses, net (1)	3,735		(3,735)		—		(790)		790		—			Allocated expenses, net (1)	3,702		(3,702)		—		970		(970)		—
		Total non-interest expense	157,469		24,961		182,430		145,571		42,021		187,592			Total non-interest expense	155,762		23,812		179,574		152,575		36,825		189,400
Income before income taxes	Income before income taxes		83,803		37,695		121,498		115,454		27,185		142,639		Income before income taxes		97,068		8,071		105,139		143,792		10,642		154,434
Provision for income taxes	Provision for income taxes		20,917		9,424		30,341		28,106		6,796		34,902		Provision for income taxes		24,530		2,018		26,548		35,630		2,661		38,291
Net income	Net income		$	62,886	$	28,271	$	91,157	$	87,348	$	20,389	$	107,737	Net income		$	72,538	$	6,053	$	78,591	$	108,162	$	7,981	$	116,143
(1) Represents the internal charge of centrally provided support services and other corporate overhead to the Mortgage Banking segment, offset by allocations from the Mortgage Banking segment to Core Banking for new portfolio loan originations and portfolio servicing costs.
(1) Represents the internal charges for centrally provided support services and other corporate overhead to the Mortgage Banking segment, partially offset by allocations from the Mortgage Banking segment to Core Banking for new portfolio loan originations and portfolio servicing costs.															(1) Represents the internal charges for centrally provided support services and other corporate overhead to the Mortgage Banking segment, partially offset by allocations from the Mortgage Banking segment to Core Banking for new portfolio loan originations and portfolio servicing costs.

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March 31, 2022 December 31, 2021
(in thousands) Core Banking Mortgage Banking Consolidated Core Banking Mortgage Banking Consolidated
Total assets $ 30,153,079 $ 484,047 $ 30,637,126 $ 30,155,058 $ 485,878 $ 30,640,936
Loans held for sale $ — $ 309,946 $ 309,946 $ — $ 353,105 $ 353,105
Total loans and leases $ 22,975,761 $ — $ 22,975,761 $ 22,553,180 $ — $ 22,553,180
Total deposits $ 26,479,078 $ 220,509 $ 26,699,587 $ 26,370,568 $ 224,117 $ 26,594,685


		Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
(in thousands)		Core Banking		Mortgage Banking		Consolidated		Core Banking		Mortgage Banking		Consolidated
Net interest income		$	474,096	$	2,837	$	476,933	$	444,489	$	6,705	$	451,194
Provision (recapture) for credit losses		23,496		—		23,496		(22,996)		—		(22,996)
Non-interest income
	Residential mortgage banking revenue:
	Origination and sale	—		31,945		31,945		—		103,872		103,872
	Servicing	—		18,645		18,645		—		18,207		18,207
	Change in fair value of MSR asset:
	Changes due to collection/realization of expected cash flows over time	—		(10,308)		(10,308)		—		(8,911)		(8,911)
	Changes due to valuation inputs or assumptions	—		51,048		51,048		—		(3,692)		(3,692)
	Gain on sale of debt securities, net	2		—		2		4		—		4
	Loss on equity securities, net	(4,736)		—		(4,736)		(702)		—		(702)
	Gain on swap derivatives, net	14,384		—		14,384		7,269		—		7,269
	Change in fair value of certain loans held for investment	(36,259)		—		(36,259)		2,272		—		2,272
	Non-interest income (excluding above items)	70,111		372		70,483		81,064		492		81,556
	Total non-interest income	43,502		91,702		135,204		89,907		109,968		199,875
Non-interest expense
	Merger related expenses	4,950		—		4,950		—		—		—
	Exit and disposal costs	3,475		—		3,475		5,928		—		5,928
	Non-interest expense (excluding above items)	297,369		56,210		353,579		292,038		79,026		371,064
	Allocated expenses, net (1)	7,437		(7,437)		—		180		(180)		—
	Total non-interest expense	313,231		48,773		362,004		298,146		78,846		376,992
Income before income taxes		180,871		45,766		226,637		259,246		37,827		297,073
Provision for income taxes		45,447		11,442		56,889		63,736		9,457		73,193
Net income		$	135,424	$	34,324	$	169,748	$	195,510	$	28,370	$	223,880
(1) Represents the internal charges for centrally provided support services and other corporate overhead to the Mortgage Banking segment, offset by allocations from the Mortgage Banking segment to Core Banking for new portfolio loan originations and portfolio servicing costs.

Table of Contents


	June 30, 2022						December 31, 2021
(in thousands)	Core Banking		Mortgage Banking		Consolidated		Core Banking		Mortgage Banking		Consolidated
Total assets	$	29,721,590	$	414,104	$	30,135,694	$	30,155,058	$	485,878	$	30,640,936
Loans held for sale	$	—	$	228,889	$	228,889	$	—	$	353,105	$	353,105
Total loans and leases	$	24,432,678	$	—	$	24,432,678	$	22,553,180	$	—	$	22,553,180
Total deposits	$	25,925,294	$	207,129	$	26,132,423	$	26,370,568	$	224,117	$	26,594,685

Note 10 – Fair Value Measurement

The following table presents estimated fair values of the Company's financial instruments as of ~~March 31,~~June 30, 2022 and December 31, 2021, whether or not recognized or recorded at fair value in the Condensed Consolidated Balance Sheets:


			March 31, 2022				December 31, 2021						June 30, 2022				December 31, 2021
(in thousands)	(in thousands)	Level	Carrying Value		Fair Value		Carrying Value		Fair Value		(in thousands)	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:	Financial assets:										Financial assets:
Cash and cash equivalents	Cash and cash equivalents	1	$	2,665,436	$	2,665,436	$	2,761,621	$	2,761,621	Cash and cash equivalents	1	$	1,002,581	$	1,002,581	$	2,761,621	$	2,761,621
Equity and other investment securities	Equity and other investment securities	1,2	78,966		78,966		81,214		81,214		Equity and other investment securities	1,2	75,347		75,347		81,214		81,214
Investment securities available for sale	Investment securities available for sale	1,2	3,638,080		3,638,080		3,870,435		3,870,435		Investment securities available for sale	1,2	3,416,707		3,416,707		3,870,435		3,870,435
Investment securities held to maturity	Investment securities held to maturity	3	2,700		3,459		2,744		3,514		Investment securities held to maturity	3	2,637		3,385		2,744		3,514
Loans held for sale	Loans held for sale	2	309,946		309,946		353,105		353,105		Loans held for sale	2	228,889		228,889		353,105		353,105
Loans and leases, net	Loans and leases, net	2,3	22,727,197		22,461,689		22,304,768		22,356,321		Loans and leases, net	2,3	24,171,567		23,619,471		22,304,768		22,356,321
Restricted equity securities	Restricted equity securities	1	10,889		10,889		10,916		10,916		Restricted equity securities	1	10,867		10,867		10,916		10,916
Residential mortgage servicing rights	Residential mortgage servicing rights	3	165,807		165,807		123,615		123,615		Residential mortgage servicing rights	3	179,558		179,558		123,615		123,615
Bank owned life insurance	Bank owned life insurance	1	328,040		328,040		327,745		327,745		Bank owned life insurance	1	328,764		328,764		327,745		327,745
Derivatives	Derivatives	2,3	52,071		52,071		177,423		177,423		Derivatives	2,3	5,964		5,964		177,423		177,423
Financial liabilities:	Financial liabilities:										Financial liabilities:
Deposits	Deposits	1,2	$	26,699,587	$	26,684,201	$	26,594,685	$	26,593,521	Deposits	1,2	$	26,132,423	$	26,106,007	$	26,594,685	$	26,593,521
Securities sold under agreements to repurchase	Securities sold under agreements to repurchase	2	499,539		499,539		492,247		492,247		Securities sold under agreements to repurchase	2	527,961		527,961		492,247		492,247
Borrowings	Borrowings	2	6,290		6,554		6,329		7,073		Borrowings	2	6,252		6,224		6,329		7,073
Junior subordinated debentures, at fair value	Junior subordinated debentures, at fair value	3	305,719		305,719		293,081		293,081		Junior subordinated debentures, at fair value	3	321,268		321,268		293,081		293,081
Junior subordinated debentures, at amortized cost	Junior subordinated debentures, at amortized cost	3	87,984		77,452		88,041		75,199		Junior subordinated debentures, at amortized cost	3	87,927		80,150		88,041		75,199
Derivatives	Derivatives	2,3	64,877		64,877		9,675		9,675		Derivatives	2,3	139,061		139,061		9,675		9,675

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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 ~~March 31,~~June 30, 2022 and December 31, 2021:


(in thousands)	(in thousands)	March 31, 2022								(in thousands)	June 30, 2022
Description	Description	Total		Level 1		Level 2		Level 3		Description	Total		Level 1		Level 2		Level 3
Financial assets:	Financial assets:									Financial assets:
Equity and other investment securities	Equity and other investment securities									Equity and other investment securities

Investments in mutual funds and other securities	Investments in mutual funds and other securities	$	66,031	$	48,694	$	17,337	$	—	Investments in mutual funds and other securities	$	63,956	$	46,619	$	17,337	$	—
Equity securities held in rabbi trusts	Equity securities held in rabbi trusts	12,935		12,935		—		—		Equity securities held in rabbi trusts	11,391		11,391		—		—

Investment securities available for sale	Investment securities available for sale									Investment securities available for sale
U.S. Treasury and agencies	U.S. Treasury and agencies	862,142		85,805		776,337		—		U.S. Treasury and agencies	872,875		128,464		744,411		—
Obligations of states and political subdivisions	Obligations of states and political subdivisions	306,864		—		306,864		—		Obligations of states and political subdivisions	292,108		—		292,108		—
Mortgage-backed securities and collateralized mortgage obligations	Mortgage-backed securities and collateralized mortgage obligations	2,469,074		—		2,469,074		—		Mortgage-backed securities and collateralized mortgage obligations	2,251,724		—		2,251,724		—

Loans held for sale, at fair value	Loans held for sale, at fair value	309,946		—		309,946		—		Loans held for sale, at fair value	228,889		—		228,889		—
Loans and leases, at fair value	Loans and leases, at fair value	319,630		—		319,630		—		Loans and leases, at fair value	309,628		—		309,628		—
Residential mortgage servicing rights, at fair value	Residential mortgage servicing rights, at fair value	165,807		—		—		165,807		Residential mortgage servicing rights, at fair value	179,558		—		—		179,558
Derivatives	Derivatives									Derivatives

Interest rate lock commitments										Interest rate lock commitments	71		—		—		71
Interest rate forward sales commitments	Interest rate forward sales commitments	11,607		—		11,607		—		Interest rate forward sales commitments	2,920		—		2,920		—
Interest rate swaps	Interest rate swaps	40,224		—		40,224		—		Interest rate swaps	2,748		—		2,748		—
Foreign currency derivatives	Foreign currency derivatives	240		—		240		—		Foreign currency derivatives	225		—		225		—
Total assets measured at fair value	Total assets measured at fair value	$	4,564,500	$	147,434	$	4,251,259	$	165,807	Total assets measured at fair value	$	4,216,093	$	186,474	$	3,849,990	$	179,629
Financial liabilities:	Financial liabilities:									Financial liabilities:
Junior subordinated debentures, at fair value	Junior subordinated debentures, at fair value	$	305,719	$	—	$	—	$	305,719	Junior subordinated debentures, at fair value	$	321,268	$	—	$	—	$	321,268
Derivatives	Derivatives									Derivatives
Interest rate lock commitments	Interest rate lock commitments	853		—		—		853		Interest rate lock commitments	188		—		—		188
Interest rate forward sales commitments	Interest rate forward sales commitments	153		—		153		—		Interest rate forward sales commitments	777		—		777		—
Interest rate swaps	Interest rate swaps	63,678		—		63,678		—		Interest rate swaps	137,940		—		137,940		—
Foreign currency derivatives	Foreign currency derivatives	193		—		193		—		Foreign currency derivatives	156		—		156		—
Total liabilities measured at fair value	Total liabilities measured at fair value	$	370,596	$	—	$	64,024	$	306,572	Total liabilities measured at fair value	$	460,329	$	—	$	138,873	$	321,456

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(in thousands)	December 31, 2021
Description	Total		Level 1		Level 2		Level 3
Financial assets:
Equity and other investment securities

Investments in mutual funds and other securities	$	68,692	$	51,355	$	17,337	$	—
Equity securities held in rabbi trusts	12,522		12,522		—		—

Investment securities available for sale
U.S. Treasury and agencies	918,053		89,038		829,015		—
Obligations of states and political subdivisions	330,784		—		330,784		—
Mortgage-backed securities and collateralized mortgage obligations	2,621,598		—		2,621,598		—

Loans held for sale, at fair value	353,105		—		353,105		—
Loans and leases, at fair value	345,634		—		345,634		—
Residential mortgage servicing rights, at fair value	123,615		—		—		123,615
Derivatives
Interest rate lock commitments	4,641		—		—		4,641
Interest rate forward sales commitments	615		—		615		—
Interest rate swaps	171,827		—		171,827		—
Foreign currency derivatives	340		—		340		—
Total assets measured at fair value	$	4,951,426	$	152,915	$	4,670,255	$	128,256
Financial liabilities:
Junior subordinated debentures, at fair value	$	293,081	$	—	$	—	$	293,081
Derivatives
Interest rate forward sales commitments	699		—		699		—
Interest rate swaps	8,671		—		8,671		—
Foreign currency derivatives	305		—		305		—
Total liabilities measured at fair value	$	302,756	$	—	$	9,675	$	293,081

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

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.

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 at which similar loans are currently being made. These amounts are discounted further by embedded probable losses expected to be realized in the portfolio. For loans originated as held for sale and transferred into loans held for investment, the fair value is determined based on quoted secondary market prices for similar loans. As of ~~March 31,~~June 30, 2022, there were ~~$319.6~~$309.6 million in mortgage loans recorded at fair value as they were previously transferred from held for sale to loans held for investment.

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Residential Mortgage Servicing Rights— The fair value of ~~the MSRs~~MSR is estimated using a ~~discounted cash flow~~DCF 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 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.

Junior Subordinated Debentures— The fair value of junior subordinated debentures is estimated using an income approach valuation technique. The significant unobservable input utilized in the estimation of fair value of these instruments is the credit risk adjusted spread. The credit risk adjusted spread represents the nonperformance risk of the liability, contemplating the inherent risk of the obligation. The Company periodically utilizes a 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, the Company has classified this as a Level 3 fair value measurement.

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~~DCF 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 ~~March 31,~~June 30, 2022, 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 ~~March 31,~~June 30, 2022:

Financial Instrument

Fair Value ~~(in~~
(in thousands)

Valuation Technique

Unobservable Input

Range of Inputs

Weighted Average

Assets:

Residential mortgage servicing rights

~~165,807~~179,558

Discounted cash flow

Constant prepayment rate

~~6.23%~~6.07% - ~~31.72%~~24.52%

~~7.27%~~6.55%

Discount rate

9.00% - ~~14.90%~~14.92%

~~9.51%~~9.50%

Liabilities:

Interest rate lock commitments, net

~~853~~117

Internal pricing model

Pull-through rate

~~67.72%~~73.00% - 100.00%

~~91.61%~~88.34%

Junior subordinated debentures

~~305,719~~321,268

Discounted cash flow

Credit spread

~~2.81%~~2.25% - ~~3.87%~~3.77%

~~3.46%~~3.01%

Generally, increases in the constant prepayment rate or the discount rate utilized in the fair value measurement of the residential mortgage servicing rights will result in a decrease in fair value. Conversely, decreases in the constant prepayment rate or the discount rate will result in an increase in fair value.

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An increase in the pull-through rate utilized in the fair value measurement of the interest rate lock commitment derivative will result in an increase in the fair value measurement. Conversely, a decrease in the pull-through rate will result in 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, which is an inactive market. Generally, an increase in the credit spread will result in a decrease in the estimated fair value. Conversely, a decrease in the credit spread will result in an increase in the estimated fair value.

The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three and six months ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended						Three Months Ended							Three Months Ended						Three Months Ended
		March 31, 2022						March 31, 2021							June 30, 2022						June 30, 2021
(in thousands)	(in thousands)	Residential mortgage servicing rights		Interest rate lock commitments, net		Junior subordinated debentures, at fair value		Residential mortgage servicing rights		Interest rate lock commitments, net		Junior subordinated debentures, at fair value		(in thousands)	Residential mortgage servicing rights		Interest rate lock commitments, net		Junior subordinated debentures, at fair value		Residential mortgage servicing rights		Interest rate lock commitments, net		Junior subordinated debentures, at fair value
Beginning balance	Beginning balance	$	123,615	$	4,641	$	(293,081)	$	92,907	$	28,144	$	(255,217)	Beginning balance	$	165,807	$	(853)	$	(305,719)	$	100,413	$	14,755	$	(281,580)

Change included in earnings	Change included in earnings	34,802		(4,270)		(2,456)		(6,559)		(3,458)		(2,376)		Change included in earnings	5,938		(2,437)		(3,137)		(6,044)		2,356		(2,367)
Change in fair values included in comprehensive income/loss	Change in fair values included in comprehensive income/loss	—		—		(12,703)		—		—		(26,562)		Change in fair values included in comprehensive income/loss	—		—		(15,064)		—		—		(5,996)
Purchases and issuances	Purchases and issuances	7,390		4,651		—		14,065		30,175		—		Purchases and issuances	7,813		3,047		—		8,330		21,548		—
Sales and settlements	Sales and settlements	—		(5,875)		2,521		—		(40,106)		2,575		Sales and settlements	—		126		2,652		—		(25,449)		2,220
Ending balance	Ending balance	$	165,807	$	(853)	$	(305,719)	$	100,413	$	14,755	$	(281,580)	Ending balance	$	179,558	$	(117)	$	(321,268)	$	102,699	$	13,210	$	(287,723)
Change in unrealized gains or losses for the period included in earnings for assets held at end of period		$	40,149	$	(853)	$	(2,456)	$	(2,014)	$	14,755	$	(2,376)
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at end of period		$	—	$	—	$	(12,703)	$	—	$	—	$	(26,562)
Change in unrealized gains or losses for the period included in earnings for assets and liabilities held at end of period														Change in unrealized gains or losses for the period included in earnings for assets and liabilities held at end of period	$	10,899	$	(117)	$	(3,137)	$	(1,678)	$	13,210	$	(2,367)
Change in unrealized gains or losses for the period included in other comprehensive income for assets and liabilities held at end of period														Change in unrealized gains or losses for the period included in other comprehensive income for assets and liabilities held at end of period	$	—	$	—	$	(15,064)	$	—	$	—	$	(5,996)

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	Six Months Ended						Six Months Ended
	June 30, 2022						June 30, 2021
(in thousands)	Residential mortgage servicing rights		Interest rate lock commitments, net		Junior subordinated debentures, at fair value		Residential mortgage servicing rights		Interest rate lock commitments, net		Junior subordinated debentures, at fair value
Beginning balance	$	123,615	$	4,641	$	(293,081)	$	92,907	$	28,144	$	(255,217)

Change included in earnings	40,740		(6,707)		(5,593)		(12,603)		(1,102)		(4,743)
Change in fair values included in comprehensive income/loss	—		—		(27,767)		—		—		(32,558)
Purchases and issuances	15,203		7,698		—		22,395		51,723		—
Sales and settlements	—		(5,749)		5,173		—		(65,555)		4,795
Ending balance	$	179,558	$	(117)	$	(321,268)	$	102,699	$	13,210	$	(287,723)
Change in unrealized gains or losses for the period included in earnings for assets held at end of period	$	51,048	$	(117)	$	(5,593)	$	(3,692)	$	13,210	$	(4,743)
Change in unrealized gains or losses for the period included in other comprehensive income for assets held at end of period	$	—	$	—	$	(27,767)	$	—	$	—	$	(32,558)

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. 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.

The change in fair value of junior subordinated debentures is attributable to the change in the instrument specific credit risk; accordingly, ~~the~~ unrealized ~~loss~~losses on fair value of junior subordinated debentures of ~~$12.7~~$15.1 million and $27.8 million for the three and six months ended ~~March 31,~~June 30, 2022, are recorded net of tax as other comprehensive loss of ~~$9.4 million.~~$11.2 million and $20.6 million, respectively. Comparatively, unrealized ~~loss~~losses of ~~$26.6~~$6.0 million and $32.6 million were recorded net of tax as other comprehensive ~~loss~~losses of ~~$19.7~~$4.5 million and $24.2 million, for the three and six months ended ~~March 31, 2021.~~June 30, 2021, respectively. The loss recorded for the three and six months ended ~~March 31,~~June 30, 2022 was due primarily to an increase in the implied forward curve, partially offset by an increase in the discount rate, which resulted in an increase in the liability.

~~Table of Contents~~

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

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. The following table presents information about the Company's assets and liabilities measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting period. There were no assets or liabilities measured at fair value on a nonrecurring basis as of March 31, 2022, as the loans and leases charged-off either were not collateral dependent or had a net realizable value of zero. 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.


	June 30, 2022
(in thousands)	Total		Level 1		Level 2		Level 3
Loans and leases	$	1,759	$	—	$	—	$	1,759

Total assets measured at fair value on a nonrecurring basis	$	1,759	$	—	$	—	$	1,759


	December 31, 2021
(in thousands)	Total		Level 1		Level 2		Level 3



Loans and leases	$	4,129	$	—	$	—	$	4,129

Total assets measured at fair value on a nonrecurring basis	$	4,129	$	—	$	—	$	4,129

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The following table presents the losses resulting from nonrecurring fair value adjustments for the three and six months ended ~~March 31,~~June 30, 2022 and 2021:


		Three Months Ended				Three Months Ended				Six Months Ended
(in thousands)	(in thousands)	March 31, 2022		March 31, 2021			(in thousands)	June 30, 2022		June 30, 2021		June 30, 2022		June 30, 2021

Loans and leases	Loans and leases	$	7,791	$	18,313		Loans and leases	$	8,741	$	16,697	$	16,532	$	35,010

Total losses from nonrecurring measurements	Total losses from nonrecurring measurements	$	7,791	$	18,313		Total losses from nonrecurring measurements	$	8,741	$	16,697	$	16,532	$	35,010

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 and loans held for investment accounted for under the fair value option as of ~~March 31,~~June 30, 2022 and December 31, 2021:


		March 31, 2022						December 31, 2021							June 30, 2022						December 31, 2021
(in thousands)	(in thousands)	Fair Value		Aggregate Unpaid Principal Balance		Fair Value Less Aggregate Unpaid Principal Balance		Fair Value		Aggregate Unpaid Principal Balance		Fair Value Less Aggregate Unpaid Principal Balance		(in thousands)	Fair Value		Aggregate Unpaid Principal Balance		Fair Value Less Aggregate Unpaid Principal Balance		Fair Value		Aggregate Unpaid Principal Balance		Fair Value Less Aggregate Unpaid Principal Balance
Loans held for sale	Loans held for sale	$	309,946	$	308,904	$	1,042	$	353,105	$	341,008	$	12,097	Loans held for sale	$	228,889	$	223,644	$	5,245	$	353,105	$	341,008	$	12,097
Loans	Loans	$	319,630	$	330,103	$	(10,473)	$	345,634	$	335,058	$	10,576	Loans	$	309,628	$	335,311	$	(25,683)	$	345,634	$	335,058	$	10,576

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. For the three and six months ended ~~March 31,~~June 30, 2022, the Company recorded net ~~decreases~~increase in fair value of ~~$11.1 million.~~$4.2 million and decrease of $6.9 million, respectively. For the three and six months ended ~~March 31,~~June 30, 2021, the Company recorded a net ~~decreases~~increase in fair value of ~~$19.6 million.~~$10.6 million and decrease of $9.0 million, respectively.

Certain residential mortgage loans were initially originated for sale and measured at fair value; after origination, the loans were transferred to loans held for investment. Gains and losses from changes in fair value for these loans are reported in earnings as a component of other income. For the three and six months ended ~~March 31,~~June 30, 2022, the Company recorded net decreases in fair value of ~~$21.0 million.~~$15.2 million and $36.3 million, as compared to a net increase in fair value of $2.8 million for the three and six months ended June 30, 2021, respectively.

The Company selected the fair value measurement option for certain junior subordinated debentures. 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.

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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 about the proposed transaction between us and Columbia Banking System, Inc.; ~~the projected impacts on our business operations of the COVID-19 pandemic;~~ LIBOR; derivatives and hedging; the results and performance of models and economic forecasts used in our calculation of the ACL; projected sources of funds and the Company's liquidity position; our securities portfolio; loan sales; adequacy of our ACL, including the reserve for unfunded commitments; provision for credit losses; non-performing 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; ~~PPP forgiveness and SBA fees;~~ mortgage volumes and the impact of rate changes; the economic environment; litigation; dividends; junior subordinated debentures; fair values of certain assets and liabilities, including ~~mortgage servicing rights~~MSR values and sensitivity analyses; tax rates; deposit pricing; and the effect of accounting pronouncements and changes in accounting methodology.

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 and the following factors that might cause actual results to differ materially from those presented:

•changes in general economic, political, or industry conditions; the magnitude and duration of the COVID-19 pandemic and its impact on the global economy and financial market conditions and Umpqua's business, results of operations, and financial condition;

•deterioration in economic conditions that could result in increased loan and lease losses, especially those risks associated with concentrations in real estate related loans;

•uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve ~~Board~~ or the effects of any declines in housing and commercial real estate prices, high or increasing unemployment rates, inflation, or any slowdown in economic growth particularly in the western United States;

•volatility and disruptions in global capital and credit markets;

•movements in interest rates;

•transition of LIBOR to other indexes including SOFR;

•competitive pressures, including on product pricing and services;

•our ability to successfully, including on time and on budget, implement and sustain information technology product and system enhancements and operational initiatives;

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

•our ability to retain deposits, especially during store consolidations and the pendency of the Mergers;

•demand for financial services in our market areas;

•stability, cost, and continued availability of borrowings and other funding sources, such as brokered and public deposits;

•changes in legal or regulatory requirements or the results of regulatory examinations that could increase expenses or restrict growth;

•our ability to manage climate change concerns and related regulations;

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

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

•regulatory limits on the Bank's ability to pay dividends to the Company and that could impact the timing and amount of dividends to shareholders;

•financial services reform and the impact of legislation and implementing regulations on our business operations, including our compliance costs, interest expense, and revenue;

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•a breach or failure of our operational or security systems, or those of our third-party vendors, including as a result of cyber-attacks;

•success, impact, and timing of Umpqua's business strategies, including market acceptance of any new products or services;

•the occurrence of any event, change, or other circumstances that could give rise to the right of one or both of the parties to terminate the Merger Agreement;

•the outcome of legal proceedings;

•delays in completing the proposed transaction with Columbia;

•the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction) to complete the Mergers or the Bank Merger;

•the failure to satisfy any of the other conditions to the proposed transaction with Columbia on a timely basis or at all;

•the possibility that the anticipated benefits of the proposed transaction with Columbia are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Umpqua and Columbia do business;

•certain restrictions during the pendency of the proposed transaction with Columbia that may impact the parties' ability to pursue certain business opportunities or strategic transactions;

•the possibility that the proposed transaction with Columbia may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

•diversion of management's attention from ongoing business operations and opportunities during the pendency of the Mergers;

•potential adverse reactions or changes to business or employee relationships, including those resulting from the completion of the transaction and the integration of the two companies and banks;

•economic forecast variables that are either materially worse or better than end of quarter projections and deterioration in the economy that exceeds current consensus estimates;

•our ability to effectively manage problem credits; and

•our ability to successfully negotiate with landlords or reconfigure facilities.

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.

General

The Company is an Oregon corporation and the financial holding company of the Bank. The Bank is the largest bank with headquarters in the Pacific Northwest and is considered one of the most innovative banks in the United States, recognized for its company culture and customer experience strategy. The Bank provides a broad range of banking, private banking, mortgage and other financial services to corporate, institutional, and individual customers. FinPac, a commercial equipment leasing company, is a Bank subsidiary. Along with its subsidiaries, the Company is subject to the regulations of state and federal agencies and undergoes regular examinations by these regulatory agencies.

On October 12, 2021, we announced that we and Columbia, ~~Banking System, Inc.,~~ the parent company of Columbia State Bank, entered into a definitive agreement under which the companies will join together in an all-stock combination. Under the terms of the Merger Agreement, Umpqua shareholders will receive 0.5958 of a share of Columbia stock for each Umpqua share they own. Upon completion of the transaction, Umpqua shareholders will own approximately 62% and Columbia shareholders will own approximately 38% of the combined company. Once the transaction is completed, the combined organization will be a leading West Coast franchise with more than $50 billion in assets. The transaction is expected to close in ~~mid-2022,~~the third quarter of 2022, subject to satisfaction of customary closing conditions, including receipt of regulatory approvals.

Item 303 of Regulation S-K allows registrants to compare the results of the most recently completed quarter to the results of either the immediately preceding quarter or the corresponding quarter of the preceding year. Umpqua has elected to compare our results for the three months ended June 30, 2022 and March 31, 2022, ~~and December 31, 2021,~~ where applicable, throughout this Management's Discussion and Analysis.

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Executive Overview

The following is a discussion of our results for the three and six months ended ~~March 31,~~June 30, 2022, as compared to the applicable prior periods.

Financial Performance

•Earnings per diluted common share was $0.36 for the three months ended June 30, 2022, as compared to $0.42 for the three months ended March 31, 2022. Earnings per diluted common share was $0.78 for the six months ended June 30, 2022, as compared to ~~$0.41~~a net income per diluted common share of $1.01 for the six months ended June 30, 2021. The decrease for the three and six months ended ~~December 31, 2021. The increase for the three months ended March 31,~~June 30, 2022, as compared to the prior ~~quarter,~~periods, was primarily driven by a decrease in non-interest ~~expense~~income due to a decline in ~~merger expenses~~residential mortgage banking revenue and ~~salaries and employee benefits.~~a decrease in the fair value of certain loans held for investment, as well as an increase in the provision for credit losses. The ~~increase~~decrease was offset slightly by ~~declines~~an increase in net interest ~~and non-interest income.~~income due to the rising interest rate environment.

•Net interest margin, on a tax equivalent basis, was 3.41% for the three months ended June 30, 2022, as compared to 3.14% for the three months ended March 31, 2022. Net interest margin, on a tax equivalent basis, was 3.28% for the six months ended June 30, 2022, as compared to ~~3.15%~~3.19% for the six months ended June 30, 2021. The increase for the three months ended ~~December 31, 2021. The decrease~~June 30, 2022, was due to a higher mix of loans as a percentage of earning assets as well as an increase in individual category earning asset yields given upward interest rate movements. The increase in net interest margin for the six months ended June 30, 2022, primarily resulted from the decline in ~~PPP-related fees, offset by upward interest rate movements that had a favorable impact on net interest margin.~~deposit costs.

•Residential mortgage banking revenue was $30.5 million for the three months ended June 30, 2022, as compared to $60.8 million for the three months ended March 31, 2022. Residential mortgage banking revenue was $91.3 million for the six months ended June 30, 2022, as compared to ~~$43.2~~$109.5 million for the ~~three~~six months ended ~~December 31,~~June 30, 2021. The ~~increase~~variance for the three and six months ended ~~March 31,~~June 30, 2022 as compared to prior periods, was primarily due to lower origination and sale revenue and changes in the ~~prior period, was driven by increasing rates impacting the valuation~~fair value of the MSR ~~asset, offset by a reduction in revenue from the origination and sale of mortgages of $6.8 million.~~assets, due to rising long term interest rates.

•For-sale mortgage closed loan volume decreased by ~~25%~~11% for the three months ended ~~March 31,~~June 30, 2022, as compared to the three months ended ~~December~~March 31, 2022. For-sale mortgage closed loan volume also decreased 58% for the six months ended June 30, 2022, as compared to the six months ended June 30, 2021. ~~In addition, the~~The gain on sale margin ~~decreased~~increased to 2.62% for the three months ended June 30, 2022, as compared to 2.59% for the three months ended March 31, 2022. For the six months ended June 30, 2022, the gain on sale margin decreased to 2.61%, as compared to 3.60% for the six months ended June 30, 2021. The lower gain on sale margin for the six months ended June 30, 2022 as compared to ~~2.71% for~~ the ~~three months ended December 31, 2021.~~prior period reflects the adverse impact from rising rates on the pipeline.

•Total loans and leases were ~~$23.0~~$24.4 billion as of ~~March 31,~~June 30, 2022, an increase of ~~$422.6 million,~~$1.9 billion, as compared to December 31, 2021. The increase in total loans is primarily due to an increase in the commercial real estate balances of ~~$404.1 million,~~$1.0 billion, primarily within multifamily lending, and an increase in residential real estate balances of $284.5 million, offset by a decrease of $258.9 million in commercial balances. The decrease in commercial balances mainly relates to the decrease in PPP loans to $207.7 million during the period, as the majority of these loans continue to be forgiven by the SBA, as expected.$869.7 million.

•Total deposits were ~~$26.7~~$26.1 billion as of ~~March 31,~~June 30, 2022, ~~an increase~~a decrease of ~~$104.9~~$462.3 million, compared to December 31, 2021. ~~This increase~~The decline was due to ~~growth in demand and savings deposits, partially offset by a decline~~lower balances in money market and time deposits, offset partially by increases in non-interest demand and savings deposits.

•Total consolidated assets were $30.1 billion and $30.6 billion as of ~~March 31,~~June 30, 2022 and December 31, ~~2021. Total consolidated assets remained relatively flat as~~2021, with the ~~increase~~decline due to the decrease in ~~loans~~cash and ~~leases as well as the MSR asset was~~cash equivalents and available for sale securities, offset by ~~a decline~~the growth in ~~investment securities during the quarter.~~loans.

Credit Quality

•Non-performing assets decreased to ~~$43.5~~$45.9 million, or ~~0.14%~~0.15% of total assets, as of ~~March 31,~~June 30, 2022, compared to $53.1 million, or 0.17% of total assets, as of December 31, 2021. Non-performing loans and leases were ~~$41.6~~$44.0 million, or 0.18% of total loans and leases, as of ~~March 31,~~June 30, 2022, compared to $51.2 million, or 0.23% of total loans and leases, as of December 31, 2021.

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•The allowance for credit losses was ~~$261.5~~$273.9 million as of ~~March 31,~~June 30, 2022, ~~which was relatively consistent with~~an increase of $12.8 million compared to December 31, 2021. The increase in the allowance for credit losses is due to the growth of the loan portfolio, as well as changes in the economic forecasts used in the credit models.

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•The Company had a provision for credit losses of $18.7 million and $23.5 million for the three and six months ended June 30, 2022, respectively. This compares to a provision for credit losses of $4.8 million for the three months ended March 31, 2022. ~~This compared to~~For the six months ended June 30, 2021, there was a recapture of ~~the~~ provision for credit losses of ~~$736,000 for the three months ended December 31, 2021.~~$23.0 million. The provision for credit losses in the current periods was due to allowance requirements for new loan generation, loan mix changes, and changes to the economic forecasts used in credit models.

Liquidity

•Total cash and cash equivalents was ~~$2.7~~$1.0 billion as of ~~March 31,~~June 30, 2022, a decrease of ~~$96.2 million~~$1.8 billion from December 31, 2021. The decrease in cash and cash equivalents is due primarily to an increase in loan ~~production, which outpaced deposit generation~~balances and a decrease in deposits for the period.

Capital and Growth Initiatives

•In October 2021, Umpqua and Columbia announced their entering into the Merger Agreement under which the two companies will combine in an all-stock transaction, which is expected to close in ~~mid-2022.~~the third quarter of 2022, pending the receipt of regulatory approvals.

•The Company's total ~~risk based~~risk-based capital ratio was ~~14.0%~~13.5% and its Tier 1 common to ~~risk weighted~~risk-based assets ratio was ~~11.4%~~11.0% as of ~~March 31,~~June 30, 2022. As of December 31, 2021, the Company's total ~~risk based~~risk-based capital ratio was 14.3% and its Tier 1 common to ~~risk weighted~~risk-based assets ratio was 11.6%.

•The Company paid quarterly cash dividends of $0.21 per common share to shareholders on ~~February 25,~~May 27, 2022. In addition, the Company declared a quarterly cash dividend of $0.21 per common share on July 20, 2022, payable August 15, 2022, to shareholders of record as of August 1, 2022.

Critical Accounting Estimates

Our critical accounting estimates are described in detail in the Critical Accounting Estimates section of the Form 10-K for the year ended December 31, 2021, filed with the SEC on February 25, 2022. The condensed consolidated financial statements are prepared in conformity with GAAP and follow general practices within the financial services industry, in which the Company operates. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain estimates inherently have a greater reliance on the use of assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Management believes that the ACL estimate is important to the portrayal of the Company's financial condition and results of operations and requires difficult, subjective or complex judgments. There have been no material changes in the ACL estimate methodology during the ~~three~~six months ended ~~March 31,~~June 30, 2022.

Results of Operations

The Company reports two segments: Core Banking and Mortgage Banking, which aligns with how we manage the profitability of the Company and also provides greater transparency into the financial contribution of mortgage banking activities.

The Core Banking segment includes all lines of business, except Mortgage Banking, including ~~wholesale,~~commercial, retail, private banking, as well as the operations, technology, and administrative functions of the Bank and Holding Company. The Mortgage Banking segment includes the revenue earned from the production and sale of residential real estate loans, the servicing income from our serviced loan portfolio, the quarterly changes in the MSR asset, and the specific expenses that are related to mortgage banking activities including variable commission expenses. Revenue and related expenses related to residential real estate loans held for investment are included in the Core Banking segment as portfolio loans are an anchor product for our consumer and wealth channels and are originated through a variety of channels throughout the Company.

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The Core Banking segment had net income of $72.5 million for the three months ended June 30, 2022, compared to net income of $62.9 million for the three months ended March 31, 2022. The increase in net income is mainly attributable to an increase in net interest income and non-interest income, partially offset by an increase in the provision for credit losses. For the six months ended June 30, 2022, ~~compared to~~the Core Banking segment had net income of ~~$74.2~~$135.4 million, ~~for~~a decrease of $60.1 million, as compared to the ~~three months ended December 31, 2021. The decrease~~same period in ~~net income is~~the prior year, mainly attributable to a decrease in non-interest income, ~~related to~~an increase in the provision for credit losses, and the change in fair value of certain residential real estate loans held for investment, ~~and~~partially offset by an increase in ~~the provision for credit losses, offset by a decrease in non-interest expense.~~net interest income.

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The Mortgage Banking segment had net income of $6.1 million for the three months ended June 30, 2022, compared to net income of $28.3 million for the three months ended March 31, ~~2022, compared to net income of $14.2 million for the three months ended December 31, 2021.~~2022. The ~~increase~~decrease in net income for the three months ended ~~March 31,~~June 30, 2022 for the Mortgage Banking segment, compared to the three months ended ~~December~~March 31, ~~2021,~~2022, is attributable to ~~an increase~~a decrease in non-interest income due to the lower increase in the valuation of the MSR ~~asset as rates increased during the quarter. This resulted~~asset. The increase in ~~a gain~~net income of ~~$34.8~~$6.0 million for the ~~three~~Mortgage Banking segment for the six months ended ~~March 31,~~June 30, 2022, compared to the same period of the prior year, was primarily due to a decrease in non-interest expense, which is due to decreased incentives as originations have slowed due to the rising interest rates, and a fair value gain due to an increase in the fair value of ~~$10.1 million for~~ the ~~three months ended December 31, 2021.~~MSR asset in the higher rate environment. These changes were offset by lower revenue from the origination and sale of residential mortgages given lower volumes and gain on sale margins.

The following table presents the return on average assets, average common shareholders' equity and average tangible common shareholders' equity for the three months ended June 30, 2022 and March 31, 2022, respectively, as well as the six months ended June 30, 2022 and ~~December 31, 2021, respectively.~~2021. For each period presented, the table includes the calculated ratios based on reported net income. To the extent return on average common shareholders' equity 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 income by average shareholders' common equity less average goodwill and other intangible assets, net (excluding ~~MSRs)~~MSR). 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


		Three Months Ended						Three Months Ended					Six Months Ended
(dollars in thousands)	(dollars in thousands)	March 31, 2022			December 31, 2021				(dollars in thousands)	June 30, 2022			March 31, 2022			June 30, 2022			June 30, 2021
Return on average assets	Return on average assets	1.21		%	1.13		%		Return on average assets	1.04		%	1.21		%	1.12		%	1.52		%
Return on average common shareholders' equity	Return on average common shareholders' equity	13.62		%	12.90		%		Return on average common shareholders' equity	12.20		%	13.62		%	12.92		%	16.80		%
Return on average tangible common shareholders' equity	Return on average tangible common shareholders' equity	13.66		%	12.94		%		Return on average tangible common shareholders' equity	12.23		%	13.66		%	12.96		%	16.89		%
Calculation of average common tangible shareholders' equity:	Calculation of average common tangible shareholders' equity:								Calculation of average common tangible shareholders' equity:
Average common shareholders' equity	Average common shareholders' equity	$	2,715,059		$	2,717,753			Average common shareholders' equity	$	2,584,836		$	2,715,059		$	2,649,406		$	2,687,510
Less: average goodwill and other intangible assets, net	Less: average goodwill and other intangible assets, net	(8,407)			(9,491)				Less: average goodwill and other intangible assets, net	(7,379)			(8,407)			(7,890)			(14,098)
Average tangible common shareholders' equity	Average tangible common shareholders' equity	$	2,706,652		$	2,708,262			Average tangible common shareholders' equity	$	2,577,457		$	2,706,652		$	2,641,516		$	2,673,412

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 goodwill and other intangible assets, net (excluding ~~MSRs)~~MSR). In addition, tangible assets are total assets less goodwill and other intangible assets, net (excluding ~~MSRs)~~MSR). The tangible common equity ratio is calculated as tangible common shareholders' equity divided by tangible assets. ~~The tangible~~Tangible common equity and the tangible common equity ratio isare considered a non-GAAP financial ~~measure~~measures and should be viewed in conjunction with ~~the~~ total shareholders' equity and the total shareholders' equity ratio.

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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 ~~March 31,~~June 30, 2022 and December 31, 2021:


(dollars in thousands)	(dollars in thousands)	March 31, 2022			December 31, 2021			(dollars in thousands)	June 30, 2022			December 31, 2021
Total shareholders' equity	Total shareholders' equity	$	2,607,598		$	2,749,270		Total shareholders' equity	$	2,518,276		$	2,749,270
Subtract:	Subtract:							Subtract:

Other intangible assets, net	Other intangible assets, net	7,815			8,840			Other intangible assets, net	6,789			8,840
Tangible common shareholders' equity	Tangible common shareholders' equity	$	2,599,783		$	2,740,430		Tangible common shareholders' equity	$	2,511,487		$	2,740,430
Total assets	Total assets	$	30,637,126		$	30,640,936		Total assets	$	30,135,694		$	30,640,936
Subtract:	Subtract:							Subtract:

Other intangible assets, net	Other intangible assets, net	7,815			8,840			Other intangible assets, net	6,789			8,840
Tangible assets	Tangible assets	$	30,629,311		$	30,632,096		Tangible assets	$	30,128,905		$	30,632,096
Tangible common equity ratio	Tangible common equity ratio	8.49		%	8.95		%	Tangible common equity ratio	8.34		%	8.95		%

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 for the three months ended ~~March 31,~~June 30, 2022 was ~~$228.8~~$248.2 million, ~~a decrease~~an increase of ~~$4.6~~$19.4 million compared to the three months ended ~~December~~March 31, ~~2021.~~2022. The ~~decrease~~increase for the three months ended ~~March 31,~~June 30, 2022 compared to the prior quarter was driven by ~~$4.3~~a $20.3 million increase in the total interest and fees on loans and leases, as the Company deployed cash to fund loan growth, and due to assets repricing higher in the rising rate environment. Net interest income for the six months ended June 30, 2022 was $476.9 million, an increase of $25.7 million compared to the six months ended June 30, 2021. The increase for the six months ended June 30, 2022 was also due to higher loan interest income from increasing rates and loan volume, offset by the decline in ~~PPP fees and related interest income due to loan forgiveness that continued through the quarter.~~PPP-related income.

The net interest margin (net interest income as a percentage of average interest-earning assets) on a fully tax equivalent basis was 3.41% for the three months ended June 30, 2022, as compared to 3.14% for the three months ended March 31, 2022. The net interest margin on a fully tax equivalent basis was 3.28% for the six months ended June 30, 2022, as compared to ~~3.15%~~3.19% for the ~~three~~six months ended ~~December 31,~~June 30, 2021. The ~~decrease~~increase in net interest margin for the three months ended ~~March 31,~~June 30, 2022, as compared to the three months ended ~~December~~March 31, ~~2021, was~~2022, primarily resulted from an increase in the average yields on interest-earning assets, due to a higher mix of loans as a percentage of earning assets as well as an increase in individual category earning asset yields given upward interest rate movements. The increase in net interest margin for the six months ended June 30, 2022, primarily resulted from the decline in ~~PPP-related fees accretion.~~deposit costs, due to lower rates and fewer time deposits as compared to the prior period.

The yield on loans and leases for the three months ended ~~March 31,~~June 30, 2022 ~~decreased~~increased by 15 basis points as compared to the three months ended ~~December~~March 31, 2022, primarily attributable to an increase in the volume of loans and leases and the favorable impact of higher interest rates. The yield on loans and leases for the six months ended June 30, 2022 decreased by 15 basis points as compared to the same period in 2021, primarily attributable to a decline of PPP-related ~~fees~~fee accretion in addition to an increase in the average loan and lease ~~balances.~~ balances originated or repriced in a lower rate environment.

The cost of interest-bearing liabilities ~~remained flat,~~ for the three months ended June 30, 2022 increased by 2 basis points compared to the three months ended March 31, 2022, due primarily to rising interest rates. The cost of interest-bearing liabilities decreased by 14 basis points for the six months ended June 30, 2022, as compared to the ~~three months ended December 31, 2021.~~same period in 2021, due to the Company's strategy of divesting higher cost borrowings, as well as the deposit pricing strategy that was in place during the period. 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 ~~table presents~~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 months ended June 30, 2022 and March 31, 2022, as well as the six months ended June 30, 2022 and ~~December 31, 2021:~~2021, respectively:


		Three Months Ended												Three Months Ended
		March 31, 2022						December 31, 2021							June 30, 2022				March 31, 2022
(dollars in thousands)	(dollars in thousands)	Average Balance		Interest Income or Expense		Average Yields or Rates		Average Balance		Interest Income or Expense		Average Yields or Rates				(dollars in thousands)	Average Balance		Interest Income or Expense		Average Yields or Rates		Average Balance		Interest Income or Expense		Average Yields or Rates
INTEREST-EARNING ASSETS:	INTEREST-EARNING ASSETS:															INTEREST-EARNING ASSETS:
Loans held for sale	Loans held for sale	$	286,307	$	2,262	3.16	%	$	366,043	$	2,907	3.18	%			Loans held for sale	$	264,320	$	2,742	4.15	%	$	286,307	$	2,262	3.16	%
Loans and leases (1)	Loans and leases (1)	22,566,109		212,142		3.79	%	22,098,818		218,594		3.94	%			Loans and leases (1)	23,550,796		231,932		3.94	%	22,566,109		212,142		3.79	%
Taxable securities	Taxable securities	3,659,145		18,811		2.06	%	3,681,650		16,668		1.81	%			Taxable securities	3,410,091		17,340		2.03	%	3,659,145		18,811		2.06	%
Non-taxable securities (2)	Non-taxable securities (2)	234,186		1,726		2.95	%	247,183		1,831		2.96	%			Non-taxable securities (2)	220,327		1,721		3.13	%	234,186		1,726		2.95	%
Temporary investments and interest-bearing cash	Temporary investments and interest-bearing cash	2,618,528		1,353		0.21	%	3,190,380		1,229		0.15	%			Temporary investments and interest-bearing cash	1,663,454		2,919		0.70	%	2,618,528		1,353		0.21	%
Total interest-earning assets	Total interest-earning assets	29,364,275		$	236,294	3.24	%	29,584,074		$	241,229	3.25	%			Total interest-earning assets	29,108,988		$	256,654	3.53	%	29,364,275		$	236,294	3.24	%
Other assets	Other assets	1,233,138						1,302,304								Other assets	1,247,915						1,233,138
Total assets	Total assets	$	30,597,413					$	30,886,378							Total assets	$	30,356,903					$	30,597,413
INTEREST-BEARING LIABILITIES:	INTEREST-BEARING LIABILITIES:															INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits	Interest-bearing demand deposits	$	3,812,173	$	498	0.05	%	$	3,765,212	$	524	0.06	%			Interest-bearing demand deposits	$	3,896,553	$	610	0.06	%	$	3,812,173	$	498	0.05	%
Money market deposits	Money market deposits	7,640,810		1,408		0.07	%	7,717,844		1,448		0.07	%			Money market deposits	7,366,987		1,717		0.09	%	7,640,810		1,408		0.07	%
Savings deposits	Savings deposits	2,405,958		205		0.03	%	2,342,865		206		0.03	%			Savings deposits	2,426,124		199		0.03	%	2,405,958		205		0.03	%
Time deposits	Time deposits	1,753,880		1,805		0.42	%	1,864,949		2,179		0.46	%			Time deposits	1,618,394		1,489		0.37	%	1,753,880		1,805		0.42	%
Total interest-bearing deposits	Total interest-bearing deposits	15,612,821		3,916		0.10	%	15,690,870		4,357		0.11	%			Total interest-bearing deposits	15,308,058		4,015		0.11	%	15,612,821		3,916		0.10	%
Repurchase agreements and federal funds purchased	Repurchase agreements and federal funds purchased	486,542		63		0.05	%	484,891		48		0.04	%			Repurchase agreements and federal funds purchased	512,641		66		0.05	%	486,542		63		0.05	%
Borrowings	Borrowings	6,313		49		3.16	%	6,353		51		3.19	%			Borrowings	6,273		50		3.21	%	6,313		49		3.16	%
Junior subordinated debentures	Junior subordinated debentures	380,985		3,149		3.35	%	387,471		3,019		3.09	%			Junior subordinated debentures	393,964		4,001		4.07	%	380,985		3,149		3.35	%
Total interest-bearing liabilities	Total interest-bearing liabilities	16,486,661		$	7,177	0.18	%	16,569,585		$	7,475	0.18	%			Total interest-bearing liabilities	16,220,936		$	8,132	0.20	%	16,486,661		$	7,177	0.18	%
Non-interest-bearing deposits	Non-interest-bearing deposits	11,007,034						11,219,766								Non-interest-bearing deposits	11,086,376						11,007,034
Other liabilities	Other liabilities	388,659						379,274								Other liabilities	464,755						388,659
Total liabilities	Total liabilities	27,882,354						28,168,625								Total liabilities	27,772,067						27,882,354
Common equity	Common equity	2,715,059						2,717,753								Common equity	2,584,836						2,715,059
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	30,597,413					$	30,886,378							Total liabilities and shareholders' equity	$	30,356,903					$	30,597,413
NET INTEREST INCOME	NET INTEREST INCOME			$	229,117					$	233,754					NET INTEREST INCOME			$	248,522					$	229,117
NET INTEREST SPREAD	NET INTEREST SPREAD					3.06	%					3.07	%			NET INTEREST SPREAD					3.33	%					3.06	%
NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)	NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)					3.14	%					3.15	%			NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)					3.41	%					3.14	%

(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 21% tax rate. The amount of such adjustment was an addition to recorded income of approximately $354,000 for the three months ended March 31, 2022, as compared to approximately $375,000 for the three months ended December 31, 2021.

(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 21% tax rate. The amount of such adjustment was an addition to recorded income of approximately $352,000 for the three months ended June 30, 2022, as compared to approximately $354,000 for the three months ended March 31, 2022.																(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 21% tax rate. The amount of such adjustment was an addition to recorded income of approximately $352,000 for the three months ended June 30, 2022, as compared to approximately $354,000 for the three months ended March 31, 2022.

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	Six Months Ended
	June 30, 2022						June 30, 2021
(dollars in thousands)	Average Balance		Interest Income or Expense		Average Yields or Rates		Average Balance		Interest Income or Expense		Average Yields or Rates
INTEREST-EARNING ASSETS:
Loans held for sale	$	275,253	$	5,004	3.64	%	$	585,611	$	8,570	2.93	%
Loans and leases (1)	23,061,173		444,074		3.86	%	21,867,678		436,041		4.01	%
Taxable securities	3,533,930		36,151		2.05	%	3,079,065		28,734		1.87	%
Non-taxable securities (2)	227,218		3,447		3.03	%	249,996		3,779		3.02	%
Temporary investments and interest bearing cash	2,138,352		4,272		0.40	%	2,660,435		1,398		0.11	%
Total interest-earning assets	29,235,926		$	492,948	3.38	%	28,442,785		$	478,522	3.38	%
Other assets	1,240,386						1,333,577
Total assets	$	30,476,312					$	29,776,362
INTEREST-BEARING LIABILITIES:
Interest-bearing demand deposits	$	3,854,596	$	1,108	0.06	%	$	3,256,085	$	873	0.05	%
Money market deposits	7,503,142		3,125		0.08	%	7,488,195		3,024		0.08	%
Savings deposits	2,416,096		404		0.03	%	2,085,874		317		0.03	%
Time deposits	1,685,763		3,294		0.39	%	2,491,169		13,480		1.09	%
Total interest-bearing deposits	15,459,597		7,931		0.10	%	15,321,323		17,694		0.23	%
Repurchase agreements and federal funds purchased	499,664		129		0.05	%	418,538		144		0.07	%
Borrowings	6,293		99		3.18	%	375,977		2,638		1.41	%
Junior subordinated debentures	387,510		7,150		3.72	%	356,715		6,094		3.44	%
Total interest-bearing liabilities	16,353,064		$	15,309	0.19	%	16,472,553		$	26,570	0.33	%
Non-interest-bearing deposits	11,046,925						10,241,863
Other liabilities	426,917						374,436
Total liabilities	27,826,906						27,088,852
Common equity	2,649,406						2,687,510
Total liabilities and shareholders' equity	$	30,476,312					$	29,776,362
NET INTEREST INCOME			$	477,639					$	451,952
NET INTEREST SPREAD					3.19	%					3.05	%
NET INTEREST INCOME TO EARNING ASSETS OR NET INTEREST MARGIN (1), (2)					3.28	%					3.19	%

(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 21% tax rate. The amount of such adjustment was an addition to recorded income of approximately $706,000 for the six months ended June 30, 2022, as compared to approximately $758,000 for the same period in 2021.

Table of Contents

The following ~~table sets~~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 months ended ~~March 31,~~June 30, 2022 as compared to three months ended ~~December~~March 31, ~~2021.~~2022, as well as the six months ended June 30, 2022 and 2021, respectively. Changes in tax equivalent interest income and expense, which are not attributable specifically to either volume or rate, are allocated proportionately between both variances.


		Three Months Ended							Three Months Ended
		March 31, 2022 compared to December 31, 2021							June 30, 2022 compared to March 31, 2022
		Increase (decrease) in interest income and expense due to changes in							Increase (decrease) in interest income and expense due to changes in
(in thousands)	(in thousands)	Volume		Rate		Total				(in thousands)	Volume		Rate		Total
INTEREST-EARNING ASSETS:	INTEREST-EARNING ASSETS:									INTEREST-EARNING ASSETS:
Loans held for sale	Loans held for sale	$	(630)	$	(15)	$	(645)			Loans held for sale	$	(181)	$	661	$	480
Loans and leases	Loans and leases	3,760		(10,212)		(6,452)				Loans and leases	10,342		9,448		19,790
Taxable securities	Taxable securities	(104)		2,247		2,143				Taxable securities	(1,267)		(204)		(1,471)
Non-taxable securities (1)	Non-taxable securities (1)	(96)		(9)		(105)				Non-taxable securities (1)	(104)		99		(5)
Temporary investments and interest bearing cash		(257)		381		124
Temporary investments and interest-bearing cash										Temporary investments and interest-bearing cash	(645)		2,211		1,566
Total interest-earning assets (1)	Total interest-earning assets (1)	2,673		(7,608)		(4,935)				Total interest-earning assets (1)	8,145		12,215		20,360
INTEREST-BEARING LIABILITIES:	INTEREST-BEARING LIABILITIES:									INTEREST-BEARING LIABILITIES:
Interest bearing demand deposits	Interest bearing demand deposits	4		(30)		(26)				Interest bearing demand deposits	12		100		112
Money market deposits	Money market deposits	(37)		(3)		(40)				Money market deposits	(50)		359		309
Savings deposits	Savings deposits	3		(4)		(1)				Savings deposits	2		(8)		(6)
Time deposits	Time deposits	(140)		(234)		(374)				Time deposits	(126)		(190)		(316)
Repurchase agreements	Repurchase agreements	—		15		15				Repurchase agreements	4		(1)		3
Borrowings	Borrowings	—		(2)		(2)				Borrowings	—		1		1
Junior subordinated debentures	Junior subordinated debentures	(63)		193		130				Junior subordinated debentures	116		736		852
Total interest-bearing liabilities	Total interest-bearing liabilities	(233)		(65)		(298)				Total interest-bearing liabilities	(42)		997		955
Net increase (decrease) in net interest income (1)		$	2,906	$	(7,543)	$	(4,637)
Net increase in net interest income (1)										Net increase in net interest income (1)	$	8,187	$	11,218	$	19,405
(1) Tax exempt income has been adjusted to a tax equivalent basis at a 21% tax rate.	(1) Tax exempt income has been adjusted to a tax equivalent basis at a 21% tax rate.							(1) Tax exempt income has been adjusted to a tax equivalent basis at a 21% tax rate.

Table of Contents


	Six Months Ended
	June 30, 2022 compared to June 30, 2021
	Increase (decrease) in interest income and expense due to changes in
(in thousands)	Volume		Rate		Total
INTEREST-EARNING ASSETS:
Loans held for sale	$	(5,273)	$	1,707	$	(3,566)
Loans and leases	23,596		(15,563)		8,033
Taxable securities	4,497		2,920		7,417
Non-taxable securities (1)	(345)		13		(332)
Temporary investments and interest-bearing cash	(325)		3,199		2,874
Total interest-earning assets (1)	22,150		(7,724)		14,426
INTEREST-BEARING LIABILITIES:
Interest bearing demand deposits	169		66		235
Money market deposits	6		95		101
Savings deposits	53		34		87
Time deposits	(3,423)		(6,763)		(10,186)
Repurchase agreements	25		(40)		(15)
Borrowings	(4,022)		1,483		(2,539)
Junior subordinated debentures	548		508		1,056
Total interest-bearing liabilities	(6,644)		(4,617)		(11,261)
Net increase (decrease) in net interest income (1)	$	28,794	$	(3,107)	$	25,687
(1) Tax exempt income has been adjusted to a tax equivalent basis at a 21% tax rate.

Provision for Credit Losses

The Company had a $18.7 million provision for credit losses for the three months ended June 30, 2022, as compared to a $4.8 million provision for credit losses for the three months ended March 31, 2022. The Company had a $23.5 million provision for credit losses for the six months ended June 30, 2022, as compared to a ~~$736,000~~ recapture of provision for credit losses of $23.0 million for the ~~three~~six months ended ~~December 31,~~June 30, 2021. The ~~March 31,~~June 30, 2022 provision reflects allowance requirements for new loan generation and loan mix changes, and changes between ~~the December 2021 and March 2022~~ economic forecasts used in credit models. As an annualized percentage of average outstanding loans and leases, the provision for credit losses recorded for the three months ended June 30, 2022 was 0.32% as compared to 0.09% for the three months ended March 31, 2022. As an annualized percentage of average outstanding loans and leases, the provision (recapture) for credit losses recorded for the ~~three~~six months ended ~~March 31,~~June 30, 2022 was ~~0.09% as~~0.21%, compared to ~~(0.01)~~(0.21)% for the ~~three~~six months ended ~~December 31,~~June 30, 2021.

For the three months ended ~~March 31,~~June 30, 2022, net charge-offs were ~~$5.5~~$6.2 million, as compared to ~~$7.4~~$5.5 million for the three months ended ~~December~~March 31, 2022. For the six months ended June 30, 2022, net charge-offs were $11.8 million, as compared to $31.3 million for the six months ended June 30, 2021. As an annualized percentage of average outstanding loans and leases, net charge-offs for the three months ended June 30, 2022 were 0.11%, as compared to 0.10% for the three months ended March 31, 2022. As an annualized percentage of average outstanding loans and leases, net charge-offs for the six months ended June 30, 2022 were 0.10%, as compared to ~~0.13%~~0.29% for the ~~three~~six months ended ~~December 31,~~June 30, 2021. The majority of net charge-offs relate to leases and equipment finance loans, included within the commercial loan portfolio.

Typically, loans in a non-accrual status will not have an allowance for credit loss as they will be written down to their net realizable value or charged-off. However, the net realizable value for homogeneous leases and equipment finance agreements are determined by the loss given default calculated by the CECL model, and therefore homogeneous leases and equipment finance agreements on non-accrual will have an allowance for credit loss amount until they become 181 days past due, at which time they are charged-off. The non-accrual leases and equipment finance agreements of ~~$8.2~~$8.6 million as of ~~March 31,~~June 30, 2022 have a related allowance for credit losses of ~~$6.6~~$7.0 million, with the remaining loans written-down to the estimated fair value of the collateral, less estimated costs to sell, and are expected to be resolved with no additional material loss, absent further decline in market prices.

4551

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Non-Interest Income

~~Non-interest income for the three months ended March 31, 2022 was $80.0 million, a decrease of $2.8 million compared to the three months ended December 31, 2021.~~ The following table presents the key components of non-interest income for the three months ended ~~March 31,~~June 30, 2022, compared to ~~the three months ended December 31, 2021:~~
Three Months Ended
(in thousands) March 31, 2022 December 31, 2021 Change Amount Change Percent
Service charges on deposits $ 11,583 $ 11,188 $ 395 4 %
Card-based fees 8,708 9,355 (647) (7) %
Brokerage revenue 11 31 (20) (65) %
Residential mortgage banking revenue, net 60,786 43,185 17,601 41 %
Gain on sale of debt securities, net 2 4 (2) (50) %
Loss on equity securities, net (2,661) (466) (2,195) 471 %
Gain on loan and lease sales, net 2,337 4,816 (2,479) (51) %
Bank owned life insurance income 2,087 2,101 (14) (1) %
Other (losses) income (2,884) 12,524 (15,408) (123) %
Total non-interest income $ 79,969 $ 82,738 $ (2,769) (3) %

~~Other (losses) income for~~ the three months ended March 31, 2022, as well as the comparison of the six months ended June 30, 2022 and 2021:


	Three Months Ended						Six Months Ended
(in thousands)	June 30, 2022		March 31, 2022		Change Amount		Change Percent		June 30, 2022		June 30, 2021		Change Amount		Change Percent
Service charges on deposits	$	12,011	$	11,583	$	428	4	%	$	23,594	$	19,957	$	3,637	18	%
Card-based fees	10,530		8,708		1,822		21	%	19,238		17,648		1,590		9	%
Brokerage revenue	27		11		16		145	%	38		5,050		(5,012)		(99)	%
Residential mortgage banking revenue, net	30,544		60,786		(30,242)		(50)	%	91,330		109,476		(18,146)		(17)	%
Gain on sale of debt securities, net	—		2		(2)		(100)	%	2		4		(2)		(50)	%
Loss on equity securities, net	(2,075)		(2,661)		586		(22)	%	(4,736)		(702)		(4,034)		575	%
Gain on loan and lease sales, net	1,303		2,337		(1,034)		(44)	%	3,640		6,691		(3,051)		(46)	%


Bank owned life insurance income	2,110		2,087		23		1	%	4,197		4,163		34		1	%
Other income (losses)	785		(2,884)		3,669		(127)	%	(2,099)		37,588		(39,687)		(106)	%
Total non-interest income	$	55,235	$	79,969	$	(24,734)	(31)	%	$	135,204	$	199,875	$	(64,671)	(32)	%

Brokerage revenue decreased for the six months ended June 30, 2022 as compared to the same period of the prior year, due to the sale of Umpqua Investments, Inc. in April 2021.

Other income (losses) for the three months ended June 30, 2022, as compared to the three months ended ~~December~~March 31, ~~2021 decreased~~2022 increased primarily due to a loss on the fair value on certain loans held for investment decreasing by $5.8 million, as compared to the prior quarter. This was offset by a decrease in swap customer fee revenue for the three months ended June 30, 2022, as compared to the three months ended March 31, 2022 of ~~$21.0~~$3.4 million and $4.9 million, respectively. For the six months ended June 30, 2022, the decrease was primarily attributable to a loss on the fair value on certain loans held for investment of $36.3 million, as compared to a gain of ~~$2.7~~$2.3 million ~~respectively.~~for the six months ended June 30, 2021. Additionally, a one-time gain on the sale of Umpqua Investments, Inc. of $4.5 million was recorded for the six months ended June 30, 2021 that was not repeated in the current period. This ~~decrease~~ was partially offset by ~~a $7.3 million increase~~the change in the swap derivative gain ~~on swap derivatives over~~of $7.1 million as compared to the prior period.

Residential mortgage banking revenue, which is the primary source of income for the Mortgage Banking segment, ~~increased primarily due~~decreased as compared to ~~a gain on~~comparison periods. The variance for the three and six months ended June 30, 2022, as compared to prior periods was attributable to lower origination and sales revenue and changes in the fair value of the MSR ~~as a result of~~asset, due to rising ~~rates during the period, offset by lower refinance demand as well as a decline in gain on sale margin.~~long-term interest rates. The gain on the fair value of the MSR asset was $5.9 million for the three months ended June 30, 2022, compared to a gain of $34.8 million for the three months ended March 31, 2022. The gain on the fair value of the MSR asset was $40.7 million for the six months ended June 30, 2022, compared to a ~~gain~~loss of ~~$10.1~~$12.6 million for the ~~three~~six months ended ~~December 31,~~June 30, 2021. Revenue related to origination and sale of residential mortgages decreased by ~~$6.8~~$1.7 million and $71.9 million for the three and six months ended June 30, 2022, respectively, as compared to the ~~prior period.~~three months ended March 31, 2022 and the six months ended June 30, 2021.

For-sale mortgage closed loan volume for the three months ended ~~March 31,~~June 30, 2022, decreased ~~25%~~11%, as compared to the three months ended ~~December~~March 31, ~~2021.~~2022. In addition, the gain on sale margin ~~decreased~~increased to 2.62% for the three months ended June 30, 2022, as compared to 2.59% for the three months ended March 31, 2022. For the six months ended June 30, 2022, for-sale mortgage closed loan volume decreased 58% compared to the six months ended June 30, 2021. Additionally, gain on sale margin decreased to 2.61% for the six months ended June 30, 2022, as compared to ~~2.71%~~3.60% for the ~~three~~six months ended December 31, 2021. Direct expense related to the origination of for-sale mortgage loans as a percentage of loan production was 2.20% for the three months ended March 31, 2022, as compared to 2.08% for the three months ended December 31,June 30, 2021.

Origination volume is generally linked to the level of interest rates. When rates fall, origination volume would be expected to be elevated relative to historical levels. When rates rise, origination volume would be expected to decline. The MSR asset value is also sensitive to interest rates, and generally falls with lower rates and rises with higher ~~rates.~~

rates, resulting in fair value losses and gains, respectively, due to changes in valuation inputs or assumptions, where applicable.

4652

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The following table presents our residential mortgage banking revenue for the three months ended June 30, 2022 and March 31, 2022, as well as the six months ended June 30, 2022 and ~~December 31,~~ 2021:


		Three Months Ended						Three Months Ended					Six Months Ended
(in thousands)	(in thousands)	March 31, 2022			December 31, 2021				(in thousands)	June 30, 2022				March 31, 2022			June 30, 2022			June 30, 2021
Origination and sale	Origination and sale	$	16,844		$	23,624			Origination and sale	$	15,101			$	16,844		$	31,945		$	103,872
Servicing	Servicing	9,140			9,457				Servicing	9,505				9,140			18,645			18,207
Change in fair value of MSR asset:	Change in fair value of MSR asset:								Change in fair value of MSR asset:
Changes due to collection/realization of expected cash flows over time	Changes due to collection/realization of expected cash flows over time	(5,347)			(5,311)				Changes due to collection/realization of expected cash flows over time	(4,961)				(5,347)			(10,308)			(8,911)
Changes in valuation inputs or assumptions (1)	Changes in valuation inputs or assumptions (1)	40,149			15,415				Changes in valuation inputs or assumptions (1)	10,899				40,149			51,048			(3,692)
Residential mortgage banking revenue, net	Residential mortgage banking revenue, net	$	60,786		$	43,185			Residential mortgage banking revenue, net	$	30,544			$	60,786		$	91,330		$	109,476

LHFS Production Statistics:
Loans Held for Sale Production Statistics:									Loans Held for Sale Production Statistics:
Closed loan volume for-sale	Closed loan volume for-sale	$	649,122		$	871,268			Closed loan volume for-sale	$	576,532			$	649,122		$	1,225,654		$	2,888,555
Gain on sale margin	Gain on sale margin	2.59		%	2.71		%		Gain on sale margin	2.62		%		2.59		%	2.61		%	3.60		%

(1)The changes in valuation inputs and assumptions principally reflect changes in discount rates and prepayment speeds, which are primarily affected by changes in interest rates.

Non-Interest Expense

~~Non-interest expense for the three months ended March 31, 2022 was $182.4 million, a decrease of $17.3 million or 9% compared to the three months ended December 31, 2021.~~ The following table presents the key elements of non-interest expense for the three months ended June 30, 2022 and March 31, 2022, as well as the six months ended June 30, 2022 and ~~December 31,~~ 2021.


		Three Months Ended								Three Months Ended		Six Months Ended
(in thousands)	(in thousands)	March 31, 2022		December 31, 2021		Change Amount		Change Percent			(in thousands)	June 30, 2022		March 31, 2022		Change Amount		Change Percent		June 30, 2022		June 30, 2021		Change Amount		Change Percent
Salaries and employee benefits	Salaries and employee benefits	$	113,138	$	117,477	$	(4,339)	(4)	%		Salaries and employee benefits	$	110,942	$	113,138	$	(2,196)	(2)	%	$	224,080	$	245,707	$	(21,627)	(9)	%
Occupancy and equipment, net	Occupancy and equipment, net	34,829		34,310		519		2	%		Occupancy and equipment, net	34,559		34,829		(270)		(1)	%	69,388		69,292		96		—	%
Communications	Communications	2,754		2,931		(177)		(6)	%		Communications	2,585		2,754		(169)		(6)	%	5,339		5,767		(428)		(7)	%
Marketing	Marketing	2,398		2,304		94		4	%		Marketing	1,649		2,398		(749)		(31)	%	4,047		3,426		621		18	%
Services	Services	11,337		12,521		(1,184)		(9)	%		Services	14,402		11,337		3,065		27	%	25,739		24,262		1,477		6	%
FDIC assessments	FDIC assessments	4,516		2,896		1,620		56	%		FDIC assessments	2,954		4,516		(1,562)		(35)	%	7,470		4,206		3,264		78	%

Intangible amortization	Intangible amortization	1,025		1,130		(105)		(9)	%		Intangible amortization	1,026		1,025		1		—	%	2,051		2,260		(209)		(9)	%
Merger related expenses	Merger related expenses	2,278		15,183		(12,905)		(85)	%		Merger related expenses	2,672		2,278		394		17	%	4,950		—		4,950		nm
Other expenses	Other expenses	10,155		10,959		(804)		(7)	%		Other expenses	8,785		10,155		(1,370)		(13)	%	18,940		22,072		(3,132)		(14)	%
Total non-interest expense	Total non-interest expense	$	182,430	$	199,711	$	(17,281)	(9)	%		Total non-interest expense	$	179,574	$	182,430	$	(2,856)	(2)	%	$	362,004	$	376,992	$	(14,988)	(4)	%

nm = Not meaningful											nm = Not meaningful

Salaries and employee benefits decreased for the ~~three~~six months ended ~~March 31,~~June 30, 2022, compared to the ~~three~~six months ended ~~December 31,~~June 30, 2021, primarily due to a decrease in incentive pay during the ~~quarter.~~period, due to increasing rates suppressing demand for mortgage products.

Merger related expenses, related to the proposed merger with Columbia, ~~decreased~~increased due to ~~fewer~~additional consulting and legal costs ~~incurred related to the merger for the first quarter of 2022.~~incurred. The merger ~~with Columbia~~ is expected to close in ~~mid-2022.~~the third quarter of 2022, pending receipt of regulatory approvals.

Other expenses decreased, as compared to prior periods, due to a decrease in exit and disposal costs of $2.5 million and $2.6 million for the three and six months ended June 30, 2022, respectively. The prior elevated levels of exit and disposal costs was due to store consolidations and back-office lease exits as part of the Next Gen 2.0 strategy.

Table of Contents

FINANCIAL CONDITION

Cash and Cash Equivalents

Cash and cash equivalents were ~~$2.7~~$1.0 billion ~~at March 31,~~as of June 30, 2022, compared to $2.8 billion atas of December 31, 2021. The decrease of ~~interest bearing~~interest-bearing cash and temporary investments reflects strong loan portfolio growth of ~~$422.6~~$1.9 billion and a decrease in deposits of $462.3 million in the period outpacing deposit growth of $104.9 million. An elevated on-balance sheet liquidity position enhances the Company's liquidity flexibility given the market volatility and uncertainty in the current environment.

Investment Securities

Investment debt securities available for sale were ~~$3.6~~$3.4 billion as of ~~March 31,~~June 30, 2022, compared to $3.9 billion at December 31, 2021. The decrease was due to a decrease of ~~$237.0~~$389.4 million in fair value of investment securities available for sale, due to the increase in rates during the ~~quarter,~~period, as well as sales and paydowns of ~~$126.0~~$236.1 million, offset partially by purchases of ~~$131.9~~$175.7 million of investment securities.

The following tables present the available for sale and held to maturity investment debt securities portfolio by major type as of ~~March 31,~~June 30, 2022 and December 31, 2021:


		Investment Securities Available for Sale									Investment Securities Available for Sale
		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
(dollars in thousands)	(dollars in thousands)	Fair Value		%		Fair Value		%		(dollars in thousands)	Fair Value		%		Fair Value		%
U.S. Treasury and agencies	U.S. Treasury and agencies	$	862,142	24	%	$	918,053	24	%	U.S. Treasury and agencies	$	872,875	26	%	$	918,053	24	%
Obligations of states and political subdivisions	Obligations of states and political subdivisions	306,864		8	%	330,784		8	%	Obligations of states and political subdivisions	292,108		8	%	330,784		8	%
Mortgage-backed securities and collateralized mortgage obligations	Mortgage-backed securities and collateralized mortgage obligations	2,469,074		68	%	2,621,598		68	%	Mortgage-backed securities and collateralized mortgage obligations	2,251,724		66	%	2,621,598		68	%

Total available for sale securities	Total available for sale securities	$	3,638,080	100	%	$	3,870,435	100	%	Total available for sale securities	$	3,416,707	100	%	$	3,870,435	100	%


		Investment Securities Held to Maturity									Investment Securities Held to Maturity
		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
(dollars in thousands)	(dollars in thousands)	Amortized Cost		%		Amortized Cost		%		(dollars in thousands)	Amortized Cost		%		Amortized Cost		%

Mortgage-backed securities and collateralized mortgage obligations	Mortgage-backed securities and collateralized mortgage obligations	$	2,700	100	%	$	2,744	100	%	Mortgage-backed securities and collateralized mortgage obligations	$	2,637	100	%	$	2,744	100	%

Total held to maturity securities	Total held to maturity securities	$	2,700	100	%	$	2,744	100	%	Total held to maturity securities	$	2,637	100	%	$	2,744	100	%

We review investment securities on an ongoing basis for the presence of 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 ~~$235.0~~$384.3 million ~~at March 31,~~as of June 30, 2022. This consisted primarily of unrealized losses on mortgage-backed securities and collateralized mortgage obligations of ~~$189.6~~$297.8 million. The unrealized losses were attributable to changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities and are not attributable to changes in credit quality. In the opinion of management, no ~~allowance for credit losses~~ACL was considered necessary on these debt securities as of ~~March 31,~~June 30, 2022.

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Loans and Leases

Total loans and leases outstanding ~~at March 31,~~as of June 30, 2022 were ~~$23.0~~$24.4 billion, an increase of ~~$422.6 million~~$1.9 billion as compared to December 31, 2021. The increase is attributable to ~~non-PPP~~new loan ~~growth of $630.2 million,~~and lease originations, with the majority being in multifamily and residential mortgage loans. ~~PPP loan balances decreased during the quarter by $207.7 million, which related to loan forgiveness and payoffs.~~ The loan to deposit ratio as of ~~March 31,~~June 30, 2022 is ~~86%~~93%, as compared to 85% ~~for the year ended~~as of December 31, 2021.

The following table presents the concentration distribution of the loan and lease portfolio, net of deferred fees and costs, as of ~~March 31,~~June 30, 2022 and December 31, 2021:


		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
(dollars in thousands)	(dollars in thousands)	Amount		%		Amount		%		(dollars in thousands)	Amount		%		Amount		%
Commercial real estate	Commercial real estate									Commercial real estate
Non-owner occupied term, net	Non-owner occupied term, net	$	3,884,784	17	%	$	3,786,887	17	%	Non-owner occupied term, net	$	3,798,242	15	%	$	3,786,887	17	%
Owner occupied term, net	Owner occupied term, net	2,327,899		10	%	2,332,422		10	%	Owner occupied term, net	2,497,553		10	%	2,332,422		10	%
Multifamily, net	Multifamily, net	4,323,633		19	%	4,051,202		18	%	Multifamily, net	4,768,273		20	%	4,051,202		18	%
Construction & development, net	Construction & development, net	940,286		4	%	890,338		4	%	Construction & development, net	1,017,297		4	%	890,338		4	%
Residential development, net	Residential development, net	195,308		1	%	206,990		1	%	Residential development, net	194,909		1	%	206,990		1	%
Commercial	Commercial									Commercial
Term, net	Term, net	2,772,206		12	%	3,008,473		13	%	Term, net	2,904,861		12	%	3,008,473		13	%
Lines of credit & other, net	Lines of credit & other, net	871,483		4	%	910,733		4	%	Lines of credit & other, net	920,604		4	%	910,733		4	%
Leases & equipment finance, net	Leases & equipment finance, net	1,484,252		6	%	1,467,676		7	%	Leases & equipment finance, net	1,576,144		6	%	1,467,676		7	%
Residential	Residential									Residential
Mortgage, net	Mortgage, net	4,748,266		21	%	4,517,266		20	%	Mortgage, net	5,168,457		21	%	4,517,266		20	%
Home equity loans & lines, net	Home equity loans & lines, net	1,250,702		5	%	1,197,170		5	%	Home equity loans & lines, net	1,415,722		6	%	1,197,170		5	%
Consumer & other, net	Consumer & other, net	176,942		1	%	184,023		1	%	Consumer & other, net	170,616		1	%	184,023		1	%
Total, net of deferred fees and costs	Total, net of deferred fees and costs	$	22,975,761	100	%	$	22,553,180	100	%	Total, net of deferred fees and costs	$	24,432,678	100	%	$	22,553,180	100	%

In 2020, the Bank originated loans to qualified small businesses under the PPP administered by the SBA. The remaining unamortized balance of the PPP-related net loan processing fees will be recognized as a yield adjustment over the remaining term of these loans, although the forgiveness of these loans by the SBA accelerates the recognition of these fees.

(dollars in thousands)
March 31, 2022 December 31, 2021
PPP principal balance $ 178,314 $ 392,038
PPP deferred fees (5,524) (11,598)
Net PPP Balance $ 172,790 $ 380,440
PPP loan count 1,976 4,101

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Asset Quality and Non-Performing Assets

The following table summarizes our non-performing assets, TDR loans, the ACL and asset quality ratios as of ~~March 31,~~June 30, 2022 and December 31, 2021:


		(dollars in thousands)	March 31, 2022			December 31, 2021				(dollars in thousands)	June 30, 2022			December 31, 2021
Loans and leases on non-accrual status	Loans and leases on non-accrual status								Loans and leases on non-accrual status
		Commercial real estate, net	$	5,950		$	5,767			Commercial real estate, net	$	5,514		$	5,767
		Commercial, net	12,415			13,098				Commercial, net	12,645			13,098
		Residential, net	—			—				Residential, net	—			—
		Consumer & other, net	—			—				Consumer & other, net	—			—
		Total loans and leases on non-accrual status	18,365			18,865				Total loans and leases on non-accrual status	18,159			18,865
Loans and leases past due 90 days or more and accruing	Loans and leases past due 90 days or more and accruing								Loans and leases past due 90 days or more and accruing
		Commercial real estate, net	1			1				Commercial real estate, net	23			1
		Commercial, net	8			4,160				Commercial, net	3,311			4,160
		Residential, net	23,162			27,981				Residential, net	22,340			27,981
		Consumer & other, net	111			194				Consumer & other, net	196			194
		Total loans and leases past due 90 days or more and accruing	23,282			32,336				Total loans and leases past due 90 days or more and accruing	25,870			32,336
Total non-performing loans and leases	Total non-performing loans and leases		41,647			51,201			Total non-performing loans and leases		44,029			51,201
Other real estate owned	Other real estate owned		1,868			1,868			Other real estate owned		1,868			1,868
Total non-performing assets	Total non-performing assets		$	43,515		$	53,069		Total non-performing assets		$	45,897		$	53,069
Restructured loans (1)	Restructured loans (1)		$	8,405		$	6,694		Restructured loans (1)		$	7,631		$	6,694
Allowance for credit losses on loans and leases	Allowance for credit losses on loans and leases		$	248,564		$	248,412		Allowance for credit losses on loans and leases		$	261,111		$	248,412
Reserve for unfunded commitments	Reserve for unfunded commitments		12,918			12,767			Reserve for unfunded commitments		12,823			12,767
Allowance for credit losses	Allowance for credit losses		$	261,482		$	261,179		Allowance for credit losses		$	273,934		$	261,179
Asset quality ratios:	Asset quality ratios:								Asset quality ratios:
		Non-performing assets to total assets	0.14		%	0.17		%		Non-performing assets to total assets	0.15		%	0.17		%
		Non-performing loans and leases to total loans and leases	0.18		%	0.23		%		Non-performing loans and leases to total loans and leases	0.18		%	0.23		%
		Allowance for credit losses on loans and leases to total loans and leases	1.08		%	1.10		%		Allowance for credit losses on loans and leases to total loans and leases	1.07		%	1.10		%
		Allowance for credit losses to total loans and leases	1.14		%	1.16		%		Allowance for credit losses to total loans and leases	1.12		%	1.16		%
		Allowance for credit losses to total non-performing loans and leases	628		%	510		%		Allowance for credit losses to total non-performing loans and leases	622		%	510		%

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

At March 31, 2022 and December 31, 2021, loans of $8.4 million and $6.7 million, respectively, were classified as accruing restructured loans. The restructurings were granted in response to borrower financial difficulty and generally provide for a modification of loan repayment terms.

A decline in the economic conditions ~~due to the COVID-19 pandemic as well as in our general market areas or~~and 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, placed on non-accrual status, restructured or transferred to other real estate owned in the future.

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Allowance for Credit Losses

The ACL totaled ~~$261.5~~$273.9 million at ~~March 31,~~June 30, 2022, an increase of ~~$303,000~~$12.8 million from December 31, 2021. The following table shows the activity in the ACL for the three months ended June 30, 2022 and March 31, 2022, as well as the six months ended June 30, 2022 and ~~December 31,~~ 2021:


			Three Months Ended						Three Months Ended									Six Months Ended
(dollars in thousands)	(dollars in thousands)		March 31, 2022			December 31, 2021				(dollars in thousands)		June 30, 2022			March 31, 2022				June 30, 2022			June 30, 2021
Allowance for credit losses on loans and leases	Allowance for credit losses on loans and leases									Allowance for credit losses on loans and leases
Balance, beginning of period	Balance, beginning of period		$	248,412		$	257,560			Balance, beginning of period		$	248,564		$	248,412			$	248,412		$	328,401
Provision (recapture) for credit losses on loans and leases	Provision (recapture) for credit losses on loans and leases		5,696			(1,751)				Provision (recapture) for credit losses on loans and leases		18,787			5,696				24,483			(17,249)
Charge-offs	Charge-offs									Charge-offs
		Commercial real estate, net	—			(58)					Commercial real estate, net	(8)			—				(8)			(170)
		Commercial, net	(7,858)			(10,197)					Commercial, net	(9,035)			(7,858)				(16,893)			(35,707)
		Residential, net	(167)			—					Residential, net	—			(167)				(167)			(70)
		Consumer & other, net	(885)			(675)					Consumer & other, net	(836)			(885)				(1,721)			(2,047)
		Total charge-offs	(8,910)			(10,930)					Total charge-offs	(9,879)			(8,910)				(18,789)			(37,994)
Recoveries	Recoveries									Recoveries
		Commercial real estate, net	25			56					Commercial real estate, net	73			25				98			469
		Commercial, net	2,545			2,585					Commercial, net	2,934			2,545				5,479			4,772
		Residential, net	173			326					Residential, net	216			173				389			317
		Consumer & other, net	623			566					Consumer & other, net	416			623				1,039			1,171
		Total recoveries	3,366			3,533					Total recoveries	3,639			3,366				7,005			6,729
Net charge-offs
Net (charge-offs) recoveries										Net (charge-offs) recoveries
		Commercial real estate, net	25			(2)					Commercial real estate, net	65			25				90			299
		Commercial, net	(5,313)			(7,612)					Commercial, net	(6,101)			(5,313)				(11,414)			(30,935)
		Residential, net	6			326					Residential, net	216			6				222			247
		Consumer & other, net	(262)			(109)					Consumer & other, net	(420)			(262)				(682)			(876)
Total net charge-offs	Total net charge-offs		(5,544)			(7,397)				Total net charge-offs		(6,240)			(5,544)				(11,784)			(31,265)
Balance, end of period	Balance, end of period		$	248,564		$	248,412			Balance, end of period		$	261,111		$	248,564			$	261,111		$	279,887
Reserve for unfunded commitments	Reserve for unfunded commitments									Reserve for unfunded commitments
Balance, beginning of period	Balance, beginning of period		$	12,767		$	11,752			Balance, beginning of period		$	12,918		$	12,767			$	12,767		$	20,286
Provision for credit losses on unfunded commitments			151			1,015
(Recapture) provision for credit losses on unfunded commitments										(Recapture) provision for credit losses on unfunded commitments		(95)			151				56			(5,747)
Balance, end of period	Balance, end of period		12,918			12,767				Balance, end of period		12,823			12,918				12,823			14,539
Total allowance for credit losses	Total allowance for credit losses		$	261,482		$	261,179			Total allowance for credit losses		$	273,934		$	261,482			$	273,934		$	294,426
As a percentage of average loans and leases (annualized):	As a percentage of average loans and leases (annualized):									As a percentage of average loans and leases (annualized):
Net charge-offs	Net charge-offs		0.10		%	0.13		%		Net charge-offs		0.11		%	0.10		%		0.10		%	0.29		%
Provision (recapture) for credit losses	Provision (recapture) for credit losses		0.09		%	(0.01)		%		Provision (recapture) for credit losses		0.32		%	0.09		%		0.21		%	(0.21)		%
Recoveries as a percentage of charge-offs	Recoveries as a percentage of charge-offs		37.78		%	32.32		%		Recoveries as a percentage of charge-offs		36.84		%	37.78		%		37.28		%	17.71		%

The provision for credit losses includes the provision (recapture) for loan and lease losses and the (recapture) provision for unfunded commitments. The increase in the provision is due to organic loan growth as well as updates to the economic forecasts used in credit models.

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The following table sets forth the allocation of the allowance for credit losses on loans and leases and percent of loans in each category to total loans and leases as of ~~March 31,~~June 30, 2022 and December 31, 2021:


		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
(dollars in thousands)	(dollars in thousands)	Amount		% Loans to total loans		Amount		% Loans to total loans		(dollars in thousands)	Amount		% Loans to total loans		Amount		% Loans to total loans
Commercial real estate	Commercial real estate	$	91,638	51	%	$	99,075	50	%	Commercial real estate	$	88,983	50	%	$	99,075	50	%
Commercial	Commercial	121,072		22	%	117,573		24	%	Commercial	131,455		22	%	117,573		24	%
Residential	Residential	31,946		26	%	29,068		25	%	Residential	36,586		27	%	29,068		25	%
Consumer & other	Consumer & other	3,908		1	%	2,696		1	%	Consumer & other	4,087		1	%	2,696		1	%

Allowance for credit losses on loans and leases	Allowance for credit losses on loans and leases	$	248,564			$	248,412			Allowance for credit losses on loans and leases	$	261,111			$	248,412

The following table shows the change in the allowance for credit losses from ~~December 31, 2021 to~~ March 31, 2022 to June 30, 2022:


(dollars in thousands)	(dollars in thousands)	December 31, 2021			Q1 2022 net (charge-offs) recoveries		Reserve build/(release)		March 31, 2022			% of Loan and Leases Outstanding		(dollars in thousands)	March 31, 2022			Q2 2022 net (charge-offs) recoveries		Reserve build/(release)		June 30, 2022			% of Loan and Leases Outstanding
Commercial real estate	Commercial real estate	$	107,536		$	25	$	(7,185)	$	100,376		0.86	%	Commercial real estate	$	100,376		$	65	$	(4,107)	$	96,334		0.78	%
Commercial	Commercial	119,601			(5,313)		8,404		122,692			2.39	%	Commercial	122,692			(6,101)		17,096		133,687			2.47	%
Residential	Residential	31,025			6		3,108		34,139			0.57	%	Residential	34,139			216		4,966		39,321			0.60	%
Consumer & Other	Consumer & Other	3,017			(262)		1,520		4,275			2.42	%	Consumer & Other	4,275			(420)		737		4,592			2.69	%
Total allowance for credit losses	Total allowance for credit losses	$	261,179		$	(5,544)	$	5,847	$	261,482		1.14	%	Total allowance for credit losses	$	261,482		$	(6,240)	$	18,692	$	273,934		1.12	%
% of loans and leases outstanding	% of loans and leases outstanding	1.16		%					1.14		%			% of loans and leases outstanding	1.14		%					1.12		%

To calculate the ACL, the CECL models use a forecast of future economic conditions and are dependent upon specific macroeconomic variables that are relevant to each of the Bank's loan and lease portfolios. For the ~~first~~second quarter of 2022, the Bank used Moody's Analytics' ~~March baseline~~May Consensus economic forecast. Key components include a U.S. real GDP average annualized growth of ~~3.5%~~3.1% in 2022, decreasing to ~~3.1%~~2.3% in 2023, and 2.1% in 2024, as well as an average unemployment rate ~~for 2022~~ of 3.6% ~~for 2022, dropping to 3.4% in 2023.~~through 2024. The Federal Reserve Fed Funds Rate is expected to increase ~~consistently throughout 2022 and 2023, reaching a long run equilibrium of~~to 2.5% by the end of ~~2024.~~2022 with an additional increase to 3.0% in 2023. The models for calculating the ACL are sensitive to changes in these and other economic variables, which could result in volatility as these assumptions change over time.

We believe that the ~~allowance for credit losses~~ACL as of ~~March 31,~~June 30, 2022 is sufficient to absorb losses inherent in the loan and lease portfolio and in credit commitments outstanding as of that date based on the information available. If the economic conditions decline, the Bank may need additional provisions for credit losses in future periods.

Residential Mortgage Servicing Rights

The following table presents the changes in our residential ~~mortgage servicing rights~~MSR portfolio for the three months ended June 30, 2022 and March 31, 2022, as well as the six months ended June 30, 2022 and ~~December 31,~~ 2021:


		Three Months Ended				Three Months Ended				Six Months Ended
(in thousands)	(in thousands)	March 31, 2022		December 31, 2021			(in thousands)	June 30, 2022		March 31, 2022		June 30, 2022		June 30, 2021
Balance, beginning of period	Balance, beginning of period	$	123,615	$	105,834		Balance, beginning of period	$	165,807	$	123,615	$	123,615	$	92,907
Additions for new MSR capitalized	Additions for new MSR capitalized	7,390		7,677			Additions for new MSR capitalized	7,813		7,390		15,203		22,395

Changes in fair value:	Changes in fair value:						Changes in fair value:
Changes due to collection/realization of expected cash flows over time	Changes due to collection/realization of expected cash flows over time	(5,347)		(5,311)			Changes due to collection/realization of expected cash flows over time	(4,961)		(5,347)		(10,308)		(8,911)
Changes due to valuation inputs or assumptions (1)	Changes due to valuation inputs or assumptions (1)	40,149		15,415			Changes due to valuation inputs or assumptions (1)	10,899		40,149		51,048		(3,692)
Balance, end of period	Balance, end of period	$	165,807	$	123,615		Balance, end of period	$	179,558	$	165,807	$	179,558	$	102,699

(1)The changes in valuation inputs and assumptions principally reflect changes in discount rates and prepayment speeds, which are primarily affected by changes in interest rates.

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Information related to our residential serviced loan portfolio as of ~~March 31,~~June 30, 2022 and December 31, 2021 was as follows:


(dollars in thousands)	(dollars in thousands)	March 31, 2022			December 31, 2021			(dollars in thousands)	June 30, 2022			December 31, 2021
Balance of loans serviced for others	Balance of loans serviced for others	$	12,810,574		$	12,755,671		Balance of loans serviced for others	$	12,932,747		$	12,755,671
MSR as a percentage of serviced loans	MSR as a percentage of serviced loans	1.29		%	0.97		%	MSR as a percentage of serviced loans	1.39		%	0.97		%

Residential ~~mortgage servicing rights~~MSR are adjusted to fair value quarterly with the change recorded in residential mortgage banking revenue. The value of servicing rights can fluctuate based on changes in interest rates and other factors. Generally, as interest rates decline and borrowers are able to take advantage of a refinance incentive, prepayments increase, and the total value of existing servicing rights declines as expectations of future servicing fee collections decline. Historically, the fair value of our residential ~~mortgage servicing rights~~MSR will increase as market rates for mortgage loans rise and decrease if market rates fall. Mortgage rates increased during the period and are expected to continue to rise, which has caused prepayment speeds to slow.

Due to changes to inputs in the valuation model including changes in discount rates and prepayment speeds, the fair value of the MSR asset increased by $10.9 million and $51.0 million for the three and six months ended June 30, 2022, as compared to an increase of $40.1 million for the three months ended March 31, 2022 ~~as compared to an increase~~and a decrease of ~~$15.4~~$3.7 million for the ~~three~~six months ended ~~December 31,~~June 30, 2021. The fair value of the MSR asset decreased by ~~$5.3~~$5.0 million and $10.3 million, due to the passage of time, including the impact of regularly scheduled repayments, paydowns and payoffs during the three and six months ended June 30, 2022, as compared to a decrease of $5.3 million for the three months ended March 31, 2022 and ~~December 31,~~$8.9 million for the six months ended June 30, 2021.

Deposits

Total deposits were ~~$26.7~~$26.1 billion at ~~March 31,~~June 30, 2022, ~~an increase~~a decrease of ~~$104.9~~$462.3 million, as compared to December 31, 2021. The ~~increase~~decrease is mainly attributable to a decline in money market and time deposits, offset by growth in non-interest demand and savings ~~deposits, offset by a continued decline in time deposits and a decrease in money market~~ deposits. ~~Time deposits continue to decline as the Bank continues to allow these higher-cost deposits to run off.~~

The following table presents the deposit balances by category as of ~~March 31,~~June 30, 2022 and December 31, 2021:


		March 31, 2022				December 31, 2021					June 30, 2022				December 31, 2021
(dollars in thousands)	(dollars in thousands)	Amount		%		Amount		%		(dollars in thousands)	Amount		%		Amount		%
Non-interest bearing demand	Non-interest bearing demand	$	11,058,251	42	%	$	11,023,724	41	%	Non-interest bearing demand	$	11,129,209	43	%	$	11,023,724	41	%
Interest bearing demand	Interest bearing demand	3,955,329		15	%	3,774,937		14	%	Interest bearing demand	3,723,650		14	%	3,774,937		14	%
Money market	Money market	7,572,581		28	%	7,611,718		29	%	Money market	7,284,641		28	%	7,611,718		29	%
Savings	Savings	2,429,073		9	%	2,375,723		9	%	Savings	2,446,876		9	%	2,375,723		9	%
Time, greater than $250,000	Time, greater than $250,000	418,319		2	%	480,432		2	%	Time, greater than $250,000	368,997		1	%	480,432		2	%
Time, $250,000 or less	Time, $250,000 or less	1,266,034		4	%	1,328,151		5	%	Time, $250,000 or less	1,179,050		5	%	1,328,151		5	%
Total deposits	Total deposits	$	26,699,587	100	%	$	26,594,685	100	%	Total deposits	$	26,132,423	100	%	$	26,594,685	100	%

The Company's total core deposits, which are deposits less time deposits greater than $250,000 and all brokered deposits, were ~~$26.1~~$25.6 billion at ~~March 31,~~June 30, 2022, compared to $26.0 billion at December 31, 2021. The Company's brokered deposits totaled ~~$140.3~~$143.9 million at ~~March 31,~~June 30, 2022, compared to $149.9 million at December 31, 2021.

Borrowings

At ~~March 31,~~June 30, 2022, the Bank had outstanding ~~$499.5~~$528.0 million of securities sold under agreements to repurchase, an increase of ~~$7.3~~$35.7 million from December 31, 2021. The Bank had outstanding borrowings consisting of advances from the FHLB of $6.3 million at ~~March 31,~~June 30, 2022 and December 31, 2021. The remaining FHLB advance has a fixed interest rate of 7.10% and matures in 2030.

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Junior Subordinated Debentures

We had junior subordinated debentures with carrying values of ~~$393.7~~$409.2 million and $381.1 million at ~~March 31,~~June 30, 2022 and December 31, 2021, respectively. The increase is mainly due to the ~~$12.7~~$27.8 million change in fair value for the junior subordinated debentures elected to be carried at fair value, which is due to an increase in the implied forward curve resulting in increased cash flows, partially offset by an increase in the discount ~~rate caused by an increase in the swap spot curve.~~rate. As of ~~March 31,~~June 30, 2022, substantially all of the junior subordinated debentures had interest rates that are adjustable on a quarterly basis based on a spread over three-month LIBOR. These instruments mature after June 2023 and we anticipate they will be covered under pending federal legislation that will allow us to replace the LIBOR index with SOFR under a safe-harbor provision.

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. The Bank's liquidity strategy includes maintaining a sufficient on-balance sheet liquidity position to provide flexibility, to grow deposit balances and fund growth in lending and investment portfolios, as well as to deleverage non-deposit liabilities as economic conditions permit. As a result, the Company believes that it has sufficient cash and access to borrowings to effectively manage through the current economic conditions, as well as meet its working capital and other needs. The Company will continue to prudently evaluate and maintain liquidity sources, including the ability to fund future loan growth and manage our borrowing sources.

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 5% of total deposits at ~~March 31,~~June 30, 2022 and December 31, 2021. 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 ~~$8.9~~$9.6 billion at ~~March 31,~~June 30, 2022, 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 ~~$1.2~~$1.1 billion, 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 $460.0 million at ~~March 31,~~June 30, 2022. 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 ~~$48.0~~$96.0 million of dividends paid by the Bank to the Company in the ~~three~~six months ended ~~March 31,~~June 30, 2022. There are statutory and regulatory provisions that limit the ability of the Bank to pay dividends to the Company. FDIC and Oregon Division of Financial Regulation approval is required for quarterly dividends from Umpqua Bank to the Company. The timing of the quarterly dividend is after each quarter's earnings release to provide the Company's Board of Directors and regulators with the opportunity to review final quarterly financial results and financial projections, prior to the announcement of any dividend. Due to the Company's announcement of its pending merger with Columbia, Umpqua is restricted from paying quarterly cash dividends in excess of the current level and from repurchasing shares of Company common stock.

As disclosed in the Condensed Consolidated Statements of Cash Flows, net cash provided by operating activities was ~~$275.3~~$580.5 million during the ~~three~~six months ended ~~March 31,~~June 30, 2022, with the difference between cash provided by operating activities and net income consisting primarily of proceeds from the sale of loans held for sale of ~~$683.3 million and~~$1.3 billion, the decrease in other assets of ~~$167.9~~$204.5 million, and the increase in other liabilities of $105.7 million, offset by originations of loans held for sale of ~~$649.1 million,~~$1.2 billion and the change in fair value of residential mortgage servicing rights carried at fair value of ~~$34.8~~$40.7 million. This compares to net cash provided by operating activities of ~~$392.0~~$286.4 million during the ~~three~~six months ended ~~March 31,~~June 30, 2021, with the difference between cash ~~used in~~provided by operating activities and net income consisting primarily of proceeds from the sale of loans held for sale of ~~$1.8~~$3.0 billion, and the ~~net~~ decrease in other assets of ~~$128.2~~$49.3 million, offset by originations of loans held for sale of ~~$1.6~~$2.9 billion and the gain on sale of loans of ~~$50.2~~$87.8 million.

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Net cash of ~~$434.1 million~~$1.8 billion used in investing activities during the ~~three~~six months ended ~~March 31,~~June 30, 2022, consisted principally of net change in loans of ~~$470.3 million~~$1.9 billion and purchases of available for sale investment securities of ~~$131.9~~$175.7 million, offset by proceeds from available for sale investment securities of ~~$126.0~~$236.1 million and the proceeds from sales of loans and leases of ~~$44.5~~$70.5 million. This compares to net cash of ~~$495.1~~$655.2 million used in investing activities during the ~~three~~six months ended ~~March 31,~~June 30, 2021, ~~which primarily~~ consisted principally of purchases of ~~investment securities~~ available for sale investment securities of ~~$555.3 million~~$1.0 billion, and net ~~change in loans~~loan originations of ~~$267.9~~$213.1 million, offset by proceeds from ~~investment securities~~ available for sale investment securities of ~~$227.1~~$409.0 million and the proceeds from sales of loans and leases of ~~$82.5~~$140.0 million.

Net cash of ~~$62.6~~$521.7 million used in financing activities during the six months ended June 30, 2022, primarily consisted of $462.3 million net decrease in deposits and $91.1 million of dividends paid on common stock, partially offset by the net increase in securities sold under agreements to repurchase of $35.7 million. This compares to net cash of $881.4 million provided by financing activities during the ~~three~~six months ended ~~March 31, 2022,~~June 30, 2021, primarily consisted of $104.9 million net increase in deposits, offset by $45.5 million of dividends paid on common stock. This compares to net cash of $771.1 million provided by financing activities during the three months ended March 31, 2021, which primarily consisted of $1.3$1.5 billion net increase in deposits and the net increase in securities sold under agreements ofto repurchase of ~~$45.0~~$104.9 million, offset by ~~$490.0~~$660.0 million repayment of borrowings and ~~$46.2~~$92.6 million of dividends paid on common stock.

Although we expect the Bank's and the Company's liquidity positions to remain satisfactory during 2022, it is possible that our deposit balances may not be maintained at previous levels due to pricing pressure or customers' behavior in the current economic environment. In addition, in order to generate deposit growth, our pricing may need to be adjusted in a manner that results in increased interest expense on deposits. We may utilize borrowings or other funding sources, which are generally more costly than deposit funding, to support our liquidity levels.

Off-balance-Sheet Arrangements

Information regarding Off-Balance-Sheet Arrangements is included in Note 6 of the Notes to Condensed Consolidated Financial Statements.

Concentrations of Credit Risk

Information regarding Concentrations of Credit Risk is included in Note 6 of the Notes to Condensed Consolidated Financial Statements.

Capital Resources

Shareholders' equity at ~~March 31,~~June 30, 2022 was ~~$2.6 billion, as compared to $2.7 billion at December 31, 2021.~~$2.5 billion. The decrease in shareholders' equity during the ~~three~~six months ended ~~March 31,~~June 30, 2022 was principally due to the other comprehensive loss, net of tax, of ~~$185.5~~$309.9 million and cash dividends paid of ~~$45.7~~$91.5 million offset by net income of ~~$91.2~~$169.7 million during the period.

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. We cannot predict the extent of the economic decline ~~due to COVID-19 or other factors~~ that could result in inadequate earnings, regulatory restrictions and limitations, changes to our capital requirements, or a decision to increase capital by retention of earnings, that may result in the inability to pay dividends at previous levels, or at all. Umpqua ~~is currently restricted~~agreed to refrain from paying quarterly cash dividends in excess of the ~~current~~then-current level ~~based on~~($0.21 per share) at the time we entered into the Merger Agreement.

The timing of the quarterly dividend is after each quarter's earnings release to provide the Board with the opportunity to review final quarterly financial results and financial projections, prior to the announcement of any dividend. These dividends were made pursuant to our existing dividend policy and in consideration of, among other things, earnings, regulatory capital levels, the overall payout ratio and expected asset growth. On ~~February 4,~~May 5, 2022, the Company declared a cash dividend in the amount of $0.21 per common share based on ~~fourth~~first quarter ~~2021~~2022 performance, which was paid on ~~February 25,~~May 27, 2022. The Company also declared a quarterly cash dividend, based on second quarter 2022 performance, of $0.21 per common share on July 20, 2022, payable August 15, 2022, to shareholders of record as of August 1, 2022.

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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 months ended June 30, 2022 and March 31, 2022, and ~~December 31,~~the six months ended June 30, 2022 and June 30, 2021:


		Three Months Ended						Three Months Ended		Six Months Ended
		March 31, 2022			December 31, 2021					June 30, 2022			March 31, 2022			June 30, 2022			June 30, 2021
Dividend declared per common share	Dividend declared per common share	$	0.21		$	0.21			Dividend declared per common share	$	0.21		$	0.21		$	0.42		$	0.42
Dividend payout ratio	Dividend payout ratio	50		%	51		%		Dividend payout ratio	58		%	50		%	54		%	42		%

~~Table of Contents~~

In July 2021, the Company announced that its Board of Directors approved a share repurchase program, which authorizes the Company to repurchase up to $400 million of common stock ~~over the next twelve months~~ from time to time in open market transactions, accelerated share repurchases, or in privately negotiated transactions as permitted under applicable rules and regulations. As of ~~March 31,~~June 30, 2022, the Company repurchased a total of ~~$321.8~~$78.2 million ~~remained available to repurchase~~in shares under the ~~new share repurchase program.~~program, which expires on July 31, 2022. During the ~~three~~six months ended ~~March 31,~~June 30, 2022, no shares were repurchased under the plan.

The ~~repurchase program is currently~~Company halted repurchases, based on the announced merger with Columbia and in accordance with the Merger Agreement. The timing and amount of future repurchases would depend upon the market price for our common stock, securities laws restricting repurchases, asset growth, earnings, our capital plan, and bank or bank holding company regulatory approvals. In addition, our stock plans provide that ~~option and~~ award holders may pay for the exercise price and tax withholdings in part or entirely by tendering previously held shares.

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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 the Basel III at ~~March 31,~~June 30, 2022 and December 31, 2021:


		Actual				For Capital Adequacy purposes				To be Well Capitalized					Actual				For Capital Adequacy purposes				To be Well Capitalized
(dollars in thousands)	(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio		(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
March 31, 2022
June 30, 2022														June 30, 2022
Total Capital (to Risk Weighted Assets)	Total Capital (to Risk Weighted Assets)													Total Capital (to Risk Weighted Assets)
Consolidated	Consolidated	$	3,477,154	14.00	%	$	1,986,362	8.00	%	$	2,482,952	10.00	%	Consolidated	$	3,525,647	13.54	%	$	2,082,648	8.00	%	$	2,603,310	10.00	%
Umpqua Bank	Umpqua Bank	$	3,137,804	12.64	%	$	1,986,051	8.00	%	$	2,482,563	10.00	%	Umpqua Bank	$	3,308,808	12.71	%	$	2,082,311	8.00	%	$	2,602,888	10.00	%
Tier I Capital (to Risk Weighted Assets)	Tier I Capital (to Risk Weighted Assets)													Tier I Capital (to Risk Weighted Assets)
Consolidated	Consolidated	$	2,818,265	11.35	%	$	1,489,771	6.00	%	$	1,986,362	8.00	%	Consolidated	$	2,854,118	10.96	%	$	1,561,986	6.00	%	$	2,082,648	8.00	%
Umpqua Bank	Umpqua Bank	$	2,929,914	11.80	%	$	1,489,538	6.00	%	$	1,986,051	8.00	%	Umpqua Bank	$	3,088,278	11.86	%	$	1,561,733	6.00	%	$	2,082,311	8.00	%
Tier I Common (to Risk Weighted Assets)	Tier I Common (to Risk Weighted Assets)													Tier I Common (to Risk Weighted Assets)
Consolidated	Consolidated	$	2,818,265	11.35	%	$	1,117,328	4.50	%	$	1,613,919	6.50	%	Consolidated	$	2,854,118	10.96	%	$	1,171,490	4.50	%	$	1,692,152	6.50	%
Umpqua Bank	Umpqua Bank	$	2,929,914	11.80	%	$	1,117,153	4.50	%	$	1,613,666	6.50	%	Umpqua Bank	$	3,088,278	11.86	%	$	1,171,300	4.50	%	$	1,691,877	6.50	%
Tier I Capital (to Average Assets)	Tier I Capital (to Average Assets)													Tier I Capital (to Average Assets)
Consolidated	Consolidated	$	2,818,265	9.19	%	$	1,226,728	4.00	%	$	1,533,409	5.00	%	Consolidated	$	2,854,118	9.32	%	$	1,224,803	4.00	%	$	1,531,004	5.00	%
Umpqua Bank	Umpqua Bank	$	2,929,914	9.55	%	$	1,227,029	4.00	%	$	1,533,786	5.00	%	Umpqua Bank	$	3,088,278	10.08	%	$	1,225,002	4.00	%	$	1,531,252	5.00	%
December 31, 2021	December 31, 2021													December 31, 2021
Total Capital (to Risk Weighted Assets)	Total Capital (to Risk Weighted Assets)													Total Capital (to Risk Weighted Assets)
Consolidated	Consolidated	$	3,429,047	14.26	%	$	1,923,934	8.00	%	$	2,404,917	10.00	%	Consolidated	$	3,429,047	14.26	%	$	1,923,934	8.00	%	$	2,404,917	10.00	%
Umpqua Bank	Umpqua Bank	$	3,085,848	12.83	%	$	1,924,015	8.00	%	$	2,405,019	10.00	%	Umpqua Bank	$	3,085,848	12.83	%	$	1,924,015	8.00	%	$	2,405,019	10.00	%
Tier I Capital (to Risk Weighted Assets)	Tier I Capital (to Risk Weighted Assets)													Tier I Capital (to Risk Weighted Assets)
Consolidated	Consolidated	$	2,785,794	11.58	%	$	1,442,950	6.00	%	$	1,923,934	8.00	%	Consolidated	$	2,785,794	11.58	%	$	1,442,950	6.00	%	$	1,923,934	8.00	%
Umpqua Bank	Umpqua Bank	$	2,893,593	12.03	%	$	1,443,011	6.00	%	$	1,924,015	8.00	%	Umpqua Bank	$	2,893,593	12.03	%	$	1,443,011	6.00	%	$	1,924,015	8.00	%
Tier I Common (to Risk Weighted Assets)	Tier I Common (to Risk Weighted Assets)													Tier I Common (to Risk Weighted Assets)
Consolidated	Consolidated	$	2,785,794	11.58	%	$	1,082,213	4.50	%	$	1,563,196	6.50	%	Consolidated	$	2,785,794	11.58	%	$	1,082,213	4.50	%	$	1,563,196	6.50	%
Umpqua Bank	Umpqua Bank	$	2,893,593	12.03	%	$	1,082,258	4.50	%	$	1,563,262	6.50	%	Umpqua Bank	$	2,893,593	12.03	%	$	1,082,258	4.50	%	$	1,563,262	6.50	%
Tier I Capital (to Average Assets)	Tier I Capital (to Average Assets)													Tier I Capital (to Average Assets)
Consolidated	Consolidated	$	2,785,794	9.01	%	$	1,236,265	4.00	%	$	1,545,331	5.00	%	Consolidated	$	2,785,794	9.01	%	$	1,236,265	4.00	%	$	1,545,331	5.00	%
Umpqua Bank	Umpqua Bank	$	2,893,593	9.36	%	$	1,236,518	4.00	%	$	1,545,648	5.00	%	Umpqua Bank	$	2,893,593	9.36	%	$	1,236,518	4.00	%	$	1,545,648	5.00	%

In 2020, the federal bank regulatory authorities finalized a rule to provide banking organizations that implemented CECL in 2020 the option to delay the estimated impact on regulatory capital by up to two years, with a three-year transition period to phase out the cumulative benefit to regulatory capital provided during the two-year delay. The Company elected this capital relief to delay the estimated regulatory capital impact of adopting CECL, relative to the incurred loss methodology's effect on regulatory capital. Currently, the Company is beginning to phase out the cumulative adjustment as calculated at the end of 2021, by adjusting it by 75% through 2022, 50% in 2023, and ~~the remaining~~ 25% in 2024.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Our assessment of market risk as of ~~March 31,~~June 30, 2022 indicates there are no material changes in the qualitative disclosures from those in our Annual Report on Form 10-K for the year ended December 31, 2021. However due to the impact of increasing interest rates resulting from Federal Reserve monetary policy and programs to address inflationary pressures, the estimated impact on our net interest income over a one-year time horizon has shifted.

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Interest Rate Simulation Impact on Net Interest Income

The following table presents interest rate simulations under different scenarios. Each simulation assumes a parallel and sustained shift in market interest rates ratably over a twelve-month period and no change in the composition or size of the balance sheet. The scenarios presented are as of June 30, 2022, and December 31, 2021 and 2020:


	Q2 2022		2021		2020
Up 300 basis points	5.9	%	9.7	%	9.7	%
Up 200 basis points	4.0	%	6.3	%	6.5	%
Up 100 basis points	2.0	%	3.0	%	3.2	%
Down 100 basis points	(4.2)	%	(1.2)	%	(1.8)	%
Down 200 basis points	(7.9)	%	(2.4)	%	(2.9)	%
Down 300 basis points	(9.9)	%	(3.1)	%	(3.3)	%

As rates have increased in 2022, our asset sensitivity in an increasing rate environment has decreased and our sensitivity in a decreasing rate environment has increased as loans have moved off floors while interest bearing deposits have remained at a lower bound.

The short-term interest rate environment is primarily a function of the monetary policy of the Federal Reserve Board. The principal tools of the Federal Reserve for implementing monetary policy are open market operations, or the purchases and sales of U.S. Treasury and Federal agency securities, as well as the establishment of a short-term target rate. The Federal Reserve’s objective for open market operations has varied over the years, but the focus has gradually shifted toward attaining a specified level of the federal funds rate to achieve the long-run goals of price stability and sustainable economic growth. The federal funds rate is the basis for overnight funding and drives the short end of the yield curve. Longer maturities are influenced by the market's expectations for economic growth and inflation, but can also be influenced by Federal Reserve purchases and sales and expectations of monetary policy going forward.

Starting in March 2022, in response to persistent inflation, the FOMC raised the target range for the federal funds rate from 0.00% - 0.25% to a target range of 1.50% - 1.75% at June 30, 2022. Expectations are for the FOMC to continue increasing this target range until inflation is controlled and price stability is restored, and to that effect, on July 27, 2022, the FOMC raised the target range for the federal funds rate to 2.25% - 2.50%.Increases in the federal funds rate and the unwinding of its balance sheet could cause overall interest rates to rise, which may negatively impact the U.S. real estate markets and affect deposit growth and pricing. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of collateral securing loans, which could negatively affect our financial performance.

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 ~~March 31,~~June 30, 2022.

No change in internal control over financial reporting occurred during the quarter ended ~~March 31,~~June 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

~~Due to the nature of our business, we are involved~~The information required by this item is set forth in legal proceedings that arise in the ordinary course of our business. While the outcome of 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. For additional information, please seePart I, Item 1 under Note 6 - Commitments and ~~Contingencies.~~Contingencies—Legal Proceedings and Regulatory Matters.

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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, 2021. 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.

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 ~~March 31,~~June 30, 2022:

Period
Total number of Common Shares Purchased (1)
Average Price Paid per Common Share
Total Number of Shares Purchased as Part of Publicly Announced Plan (2)
Maximum Dollar Value of Shares that May be Purchased at Period End under the Plan
01/01/22 - 01/31/22 807 $ 20.31 — $ 321,797,719
02/01/22 - 02/28/22 113,010 $ 20.83 — $ 321,797,719
03/01/22 - 03/31/22 80,975 $ 20.59 — $ 321,797,719
Total for quarter 194,792 $ 20.73 —


Period	Total number of Common Shares Purchased (1)	Average Price Paid per Common Share		Total Number of Shares Purchased as Part of Publicly Announced Plan (2)	Maximum Dollar Value of Shares that May be Purchased at Period End under the Plan
04/01/22 - 04/30/22	—	$	—	—	$	321,797,719
05/01/22 - 05/31/22	3,599	$	17.01	—	$	321,797,719
06/01/22 - 06/30/22	668	$	16.36	—	$	321,797,719
Total for quarter	4,267	$	16.91	—

(1)Common shares repurchased by the Company during the quarter consist of cancellation of ~~194,792~~4,267 shares to be issued upon vesting of restricted stock awards to pay withholding taxes. During the three months ended ~~March 31,~~June 30, 2022, there were no shares repurchased pursuant to the Company's publicly announced corporate stock repurchase plan described in (2) below.

~~Table of Contents~~

(2)On July 21, 2021, the Company approved a share repurchase program, which authorizes the Company to repurchase up to $400 million of common stock ~~over the next twelve months~~ from time to time in open market transactions, accelerated share repurchases, or in privately negotiated transactions as permitted under applicable rules and regulations. As of ~~March 31,~~June 30, 2022, the Company repurchased a total of ~~$321.8~~$78.2 million ~~remained available to repurchase shares.~~in shares under the program, which expires on July 31, 2022. The Company halted repurchases under the program with the announcement of the proposed merger with Columbia and as required under the Merger Agreement. 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, our capital plan and bank or bank holding company regulatory approvals. ~~In addition, the Company halted repurchases under the program with the announcement of the proposed merger with Columbia and as required under the Merger Agreement.~~

Item 3. Defaults upon Senior Securities

Not applicable

Item 4. Mine Safety Disclosures

Not applicable

Item 5. Other Information

Not applicable

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Item 6. Exhibits


Exhibit #			Description

2.1			(a) Agreement and Plan of Merger by and among Umpqua Holdings Corporation, Columbia Banking System, Inc, and Cascade Merger Sub, Inc..

3.1			(b) Restated Articles of Incorporation, as amended

3.2			(c) Bylaws, as amended

4.1			(d) 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.

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			Inline XBRL Instance Document – The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document

101.SCH			Inline XBRL Taxonomy Extension Schema Document

101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document

104			The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~March 31,~~June 30, 2022, formatted in Inline XBRL (included in Exhibit 101)



(a)			Incorporated by reference to Exhibit 2.1 to Form 8-K filed October 15, 2021

(b)			Incorporated by reference to Exhibit 3.1 to Form 8-K filed April 23, 2018

(c)			Incorporated by reference to Exhibit 99.2 to Form 8-K filed March 24, 2020

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

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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	~~May 5,~~July 29, 2022	/s/ Cort L. O'Haver
		Cort L. O'Haver President and Chief Executive Officer

Dated	~~May 5,~~July 29, 2022	/s/ Ronald L. Farnsworth
		Ronald L. Farnsworth Executive Vice President/Chief Financial Officer and Principal Financial Officer

Dated	~~May 5,~~July 29, 2022	/s/ Lisa M. White
		Lisa M. White Senior Vice President/Corporate Controller and Principal Accounting Officer

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GLOSSARY		3
PART I. FINANCIAL INFORMATION		4
Item 1.	Financial Statements (unaudited)	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	3842
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5763
Item 4.	Controls and Procedures	5864
Part II. OTHER INFORMATION		5864
Item 1.	Legal Proceedings	5864
Item 1A.	Risk Factors	5865
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5865
Item 3.	Defaults Upon Senior Securities	5965
Item 4.	Mine Safety Disclosures	5965
Item 5.	Other Information	5965
Item 6.	Exhibits	6066

SIGNATURES		6167