Columbia Bancorp (CBBO) 10-Q 2008 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2008

o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to                    to                    

Commission file number: 0-27938

COLUMBIA BANCORP

(Exact name of registrant as specified in its charter)

Oregon
(State of incorporation) 93-1193156
(I.R.S. Employer
Identification No.)

401 East Third Street, Suite 200
The Dalles, Oregon 97058
(Address of principal executive offices)

(541) 298-6649
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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. Yesþ      Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero	Accelerated filerþ	Non-accelerated filero	Smaller reporting companyo
		(Do not check if a smaller reporting company)

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

As of November 7, 2008, there were 10,080,909 shares of common stock of Columbia Bancorp, no par value, outstanding.

COLUMBIA BANCORP

FORM 10-Q

September 30, 2008

Table of Contents

PART I. — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS	3
CONSOLIDATED STATEMENTS OPERATIONS AND COMPREHENSIVE INCOME (LOSS)	4
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY	5
CONSOLIDATED STATEMENTS OF CASH FLOWS	6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS	13
CRITICAL ACCOUNTING POLICIES & ESTIMATES	13
OVERVIEW	14
RESULTS OF OPERATIONS	17
MATERIAL CHANGES IN FINANCIAL CONDITION	20
LIQUIDITY AND CAPITAL RESOURCES	31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 4. CONTROLS AND PROCEDURES	35
PART II. — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	35
ITEM 1A. RISK FACTORS	35
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	41
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	41
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	42
ITEM 5. OTHER INFORMATION	42
ITEM 6. EXHIBITS	42
SIGNATURES	43
EX-10.1
EX-10.2
EX-10.3
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

PART I. — FINANCIAL INFORMATION

These consolidated financial statements should be read in conjunction with the financial statements, accompanying notes and other relevant information included in the Company’s report on Form 10-K for the year ended December 31, 2007, and the notes and other information included in this report.

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS OF COLUMBIA BANCORP AND SUBSIDIARY

COLUMBIA BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30,			December 31,
	2008			2007
ASSETS
CASH AND CASH EQUIVALENTS
Cash and due from banks	$	39,006,879		$	30,667,066
Interest bearing deposits with other banks		32,446,332			12,457,082
Federal funds sold		80,078,919			49,099,652
Total cash and cash equivalents		151,532,130			92,223,800
INVESTMENT SECURITIES
Debt securities available-for-sale, at fair value		10,244,467			19,626,384
Equity securities available-for-sale, at fair value		1,646,975			1,147,488
Debt securities held-to-maturity, at amortized cost, estimated fair value $10,115,145 and $11,081,097 at September 30, 2008 and December 31, 2007, respectively		10,006,328			10,969,311
Restricted equity securities		3,054,500			2,439,100
Total investment securities		24,952,270			34,182,283
LOANS
Loans held-for-sale		1,749,529			8,138,971
Loans, net of allowance for loan losses and unearned loan fees		900,649,538			858,691,380
Total loans		902,399,067			866,830,351
OTHER ASSETS
Property and equipment, net of accumulated depreciation		24,036,711			21,500,300
Accrued interest receivable		7,281,591			6,786,048
Goodwill		7,389,094			7,389,094
Other assets		32,435,621			13,795,753
Total other assets		71,143,017			49,471,195
TOTAL ASSETS	$	1,150,026,484		$	1,042,707,629
LIABILITIES AND SHAREHOLDERS’ EQUITY DEPOSITS
Non-interest bearing demand deposits	$	215,852,473		$	224,091,709
Interest bearing demand deposits		293,426,885			303,234,920
Savings accounts		34,420,499			35,783,821
Time certificates		471,369,466			359,782,460
Total deposits		1,015,069,323			922,892,910
OTHER LIABILITIES
Federal Home Loan Bank advances and other short-term borrowings		40,782,139			6,277,959
Accrued interest payable and other liabilities		5,924,378			7,174,928
Junior subordinated debentures		—			4,124,000
Total other liabilities		46,706,517			17,576,887
TOTAL LIABILITIES		1,061,775,840			940,469,797
SHAREHOLDERS’ EQUITY
Common stock, no par value; 20,000,000 shares authorized, 10,080,909 issued and outstanding (10,043,572 at December 31, 2007)		55,738,064			55,393,110
Retained earnings		32,522,431			46,764,304
Accumulated other comprehensive income (loss), net of taxes		(9,851	)		80,418
TOTAL SHAREHOLDERS’ EQUITY		88,250,644			102,237,832
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,150,026,484		$	1,042,707,629

See accompanying notes.

3

COLUMBIA BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2008			2007		2008			2007
INTEREST INCOME
Interest and fees on loans	$	15,522,487		$	19,376,755	$	49,379,539		$	56,385,902
Interest on investments:
Taxable investment securities		160,841			276,355		674,588			838,264
Nontaxable investment securities		97,314			114,932		298,463			371,372
Other interest income		398,724			643,690		981,860			2,234,354
Total interest income		16,179,366			20,411,732		51,334,450			59,829,892
INTEREST EXPENSE
Interest on interest bearing deposit and savings accounts		1,524,073			2,415,036		5,006,696			6,665,736
Interest on time deposit accounts		4,048,067			4,277,020		11,714,082			12,421,228
Other borrowed funds		416,844			180,030		850,173			896,150
Total interest expense		5,988,984			6,872,086		17,570,951			19,983,114
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES		10,190,382			13,539,646		33,763,499			39,846,778
PROVISION FOR LOAN LOSSES		25,400,000			800,000		34,100,000			4,150,000
NET INTEREST INCOME (LOSS) AFTER PROVISION FOR LOAN LOSSES		(15,209,618	)		12,739,646		(336,501	)		35,696,778
NON-INTEREST INCOME
Service charges and fees		1,309,748			1,133,942		3,663,437			3,245,495
Mortgage banking revenue		835,958			831,989		2,930,351			2,850,014
Financial services revenue		278,835			278,400		840,535			801,991
Credit card discounts and fees		174,979			156,605		474,518			407,009
Gain on sale of credit card portfolio		1,233,844			—		1,233,844			—
Loss on other real estate owned		(1,973,325	)		—		(1,927,256	)		(2,723	)
Other non-interest income		224,616			154,437		1,009,419			677,081
Total non-interest income		2,084,655			2,555,373		8,224,848			7,978,867
NON-INTEREST EXPENSE
Salaries and employee benefits		5,549,086			5,339,001		16,347,507			15,639,588
Occupancy expense		1,381,330			1,168,382		3,998,945			3,436,110
Other non-interest expenses		3,309,759			2,658,220		9,713,758			8,127,929
Total non-interest expense		10,240,175			9,165,603		30,060,210			27,203,627
INCOME (LOSS) BEFORE PROVISION FOR (BENEFIT FROM)
INCOME TAXES		(23,365,138	)		6,129,416		(22,171,863	)		16,472,018
PROVISION FOR (BENEFIT FROM) INCOME TAXES		(9,274,000	)		2,252,180		(9,094,173	)		6,135,826
NET INCOME (LOSS)		(14,091,138	)		3,877,236		(13,077,690	)		10,336,192
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES
Unrealized holding (gains) losses arising during the period		32,273			78,458		(66,399	)		80,144
Reclassification adjustment for losses included in net income		(9,797	)		—		(11,131	)		—
Increase (decrease) in fair value of interest rate swap		—			919		(12,739	)		(24,516	)
Total other comprehensive income (loss), net of taxes		22,476			79,377		(90,269	)		55,628
COMPREHENSIVE INCOME (LOSS)	$	(14,068,662	)	$	3,956,613	$	(13,167,959	)	$	10,391,820
Earnings per share of common stock
Basic	$	(1.41	)	$	0.39	$	(1.31	)	$	1.04
Diluted	$	(1.41	)	$	0.38	$	(1.31	)	$	1.01
Weighted average common shares outstanding
Basic		10,024,085			9,992,037		10,018,590			9,977,486
Diluted		10,024,085			10,176,631		10,018,590			10,184,562

See accompanying notes.

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COLUMBIA BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

										Accumulated
										Other			Total
				Common			Retained			Comprehensive			Shareholders’
	Shares			Stock			Earnings			Income (Loss)			Equity
BALANCE, December 31, 2006		9,979,537		$	54,767,348		$	36,295,441		$	(45,128	)	$	91,017,661
Stock-based compensation expense		—			358,624			—			—			358,624
Stock options exercised and stock awards granted		94,013			610,519			—			—			610,519
Income tax benefit from stock options exercised		—			185,342			—			—			185,342
Repurchase of common stock		(29,978	)		(528,723	)		—			—			(528,723	)
Cash dividends, $0.40 per common share		—			—			(4,012,997	)		—			(4,012,997	)
Net income and comprehensive income		—			—			14,481,860			125,546			14,607,406
BALANCE, December 31, 2007		10,043,572			55,393,110			46,764,304			80,418			102,237,832
Stock-based compensation expense		—			324,205			—			—			324,205
Stock options exercised and stock awards granted		39,049			44,024			—			—			44,024
Income tax benefit from stock options exercised		—			1,563			—			—			1,563
Income tax adjustment for stock- based compensation		—			(10,383	)		—			—			(10,383	)
Repurchase of common stock		(1,712	)		(14,455	)		—			—			(14,455	)
Cumulative effect of change in accounting principle — split-dollar life insurance benefit		—			—			(59,094	)		—			(59,094	)
Cash dividends, $0.11 per common share		—			—			(1,105,089	)		—			(1,105,089	)
Net (loss) and comprehensive (loss)		—			—			(13,077,690	)		(90,269	)		(13,167,959	)
BALANCE, September 30, 2008		10,080,909		$	55,738,064		$	32,522,431		$	(9,851	)	$	88,250,644

See accompanying notes.

5

COLUMBIA BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2008			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(13,077,690	)	$	10,336,192
Adjustments to reconcile net income to net cash from operating activities:
Net (accretion) amortization of discounts and premiums on investment securities		(22,792	)		(43,314	)
Gain on called investment securities		(17,711	)		—
Gain on sale of credit card portfolio		(1,233,844	)		—
Loss on sale of mortgage loans		789,177			291,931
Depreciation and amortization of property and equipment		2,103,781			1,869,550
(Gain)/loss on sale or write-down of property and equipment		4,771			46,902
(Gain)/loss on sale or write-down of bank owned real estate		1,927,255			2,723
Loss on limited partnerships		170,419			119,216
Stock-based compensation expense		324,205			317,074
Excess tax expense from stock-based compensation expense		(1,563	)		(93,011	)
Deferred income tax benefit		(6,986,219	)		(414,375	)
Provision for loan losses		34,100,000			4,150,000
Provision for losses from off-balance sheet financial instruments		133,000			75,000
Increase (decrease) in cash due to changes in assets/liabilities:
Accrued interest receivable		(495,543	)		(2,111,385	)
Proceeds from the sale of mortgage loans held-for-sale		117,312,244			108,461,614
Production of mortgage loans held-for-sale		(111,711,979	)		(107,575,973	)
Other assets		(82,782	)		(397,552	)
Accrued interest payable and other liabilities		(5,474,844	)		(1,555,541	)
NET CASH PROVIDED BY OPERATING ACTIVITIES		17,759,885			13,479,051
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturity of available-for-sale securities		9,056,925			3,150,000
Proceeds from called available-for-sale securities		2,268,087			3,000,000
Proceeds from sale of available-for-sale securities		3,015,587			—
Proceeds from maturity of held-to-maturity securities		960,993			751,779
Proceeds from called held-to-maturity securities		—			1,605,138
Purchases of held-to-maturity securities		—			(202,623	)
Purchases of available-for-sale securities		(5,542,567	)		(4,542,640	)
Purchases of restricted equity securities		(615,400	)		—
Net change in loans made to customers		(89,644,623	)		(66,585,714	)
Proceeds from sale of loans		7,772,738			—
Investment in low-income housing tax credits		(143,949	)		(225,379	)
Investment in state energy tax credits		(1,431,069	)		(44,852	)
Proceeds from the sale of property and equipment		—			8,180
Proceeds from the sale of other real estate owned		403,800			200,127
Proceeds from sale of employee residence under relocation benefit		—			513,649
Purchases of property and equipment		(4,656,692	)		(4,647,207	)
NET CASH USED IN INVESTING ACTIVITIES		(78,556,170	)		(67,019,542	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net change in demand deposit and savings accounts		(19,410,593	)		(4,547,009	)
Net change in time deposits		111,587,006			62,627,761
Net repayments of short-term notes payable		(850,000	)		(50,262,514	)
Proceeds from long-term borrowings		40,000,000			(13,343,902	)
Repayments of long-term borrowings		(5,018,053	)		—
Repayment of junior subordinated debentures		(4,124,000	)		—
Cash paid for dividends and fractional shares		(2,110,877	)		(3,001,060	)
Proceeds from stock options exercised		44,024			273,391
Excess tax benefit from stock-based compensation expense		1,563			93,011
Repurchase of common stock		(14,455	)		(13,078	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		120,104,615			(8,173,400	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		59,308,330			(61,713,891	)
CASH AND CASH EQUIVALENTS, beginning of period		92,223,800			148,514,755
CASH AND CASH EQUIVALENTS, end of period	$	151,532,130		$	86,800,864
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid in cash	$	18,056,953		$	19,638,508
Taxes paid in cash		2,200,000			6,200,000
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Change in unrealized loss on available-for-sale securities, net of taxes	$	(77,530	)	$	80,144
Change in fair value of interest rate swap, net of taxes		(12,739	)		(24,516	)
Cash dividend declared and payable after quarter-end		—			1,008,165
Transfer of loans to repossessed other assets, and other real estate owned		7,047,571			373,180

See accompanying notes.

6

COLUMBIA BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The interim consolidated financial statements include the accounts of Columbia Bancorp (“Columbia” or the “Company”), an Oregon corporation and a registered bank holding company, and its wholly-owned subsidiary Columbia River Bank (“CRB” or the “Bank”), after elimination of intercompany transactions and balances. CRB is an Oregon state-chartered bank, headquartered in The Dalles, Oregon. Substantially all activity of Columbia is conducted through its subsidiary bank, CRB.

The interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The financial information included in this interim report has been prepared by management. Columbia’s annual report contains audited financial statements. All adjustments, including normal recurring accruals necessary for the fair presentation of results of operations for the interim periods included herein, have been made. The results of operations for the three months and nine months ended September 30, 2008, are not necessarily indicative of results to be anticipated for the year ending December 31, 2008.

2. Management’s Estimates and Assumptions

Various elements of Columbia’s accounting policies are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, management has identified certain policies that are critical to an understanding of the consolidated financial statements due to the judgments, estimates and assumptions inherent in those policies. These policies and judgments, estimates and assumptions are described in greater detail in the notes to the consolidated financial statements included in Columbia’s annual report on Form 10-K, filed March 17, 2008.

Management believes the judgments, estimates and assumptions used in the preparation of the consolidated financial statements are appropriate given the factual circumstances at the time. However, given the sensitivity of the consolidated financial statements to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in the results of operations or financial conditions.

3. Loans and Allowance for Loan Losses

Loans are stated at the amount of unpaid principal, reduced by an allowance for loan losses and by unearned loan fees, net of deferred loan costs. Interest on loans is calculated using the simple-interest method on daily balances of the principal amount outstanding. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield over the life of the related loan.

During the third quarter of 2008, the Bank entered into and executed a contract with Élan to sell the credit card portfolio. The sale transaction transferred all credit card loans to Élan as of August 31, 2008. In conjunction with the sale, Élan assumed the associated liability for scorecard rewards, totaling approximately $244,000. In addition, the associated allowance for loan and lease losses totaling approximately $219,000, was written off. As a result of these transactions we recognized a gain of $1.23 million, which is included in the income statement under the heading “gain on sale of credit card portfolio”.

7

The loan portfolio consisted of the following as of September 30, 2008 and December 31, 2007:

	September 30,			December 31,
	2008			2007
Real estate secured loans:
Commercial property	$	265,030,942		$	228,523,642
Farmland		67,449,762			48,739,409
Construction		274,616,425			294,397,845
Residential		41,185,819			54,168,963
Home equity lines		29,090,191			23,144,106
		677,373,139			648,973,965
Commercial		144,642,663			129,018,049
Agriculture		82,150,023			70,095,363
Consumer		13,945,189			11,630,205
Credit card		—			6,911,777
Other Loans		4,320,175			4,296,074
		922,431,189			870,925,433
Less allowance for loan losses		(20,926,975	)		(11,174,199	)
Less unearned loan fees		(854,676	)		(1,059,854	)
Loans, net of allowance for loan losses and unearned loan fees	$	900,649,538		$	858,691,380

The Bank does not accrue interest on loans for which payment in full of principal and interest is not expected, or for which payment of principal or interest has been in default 90 days or more, unless the loan is well-secured and in the process of collection. As of September 30, 2008, no loans in default 90 days or more were still accruing interest. Non-accrual loans are considered impaired loans. Each impaired loan is carried at the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s market price, or the net realizable value of collateral if the loan is collateral-dependent. When a loan is placed on non-accrual status, all unpaid accrued interest is reversed. Cash payments received on non-accrual loans are applied to the principal balance of the loan. Large groups of smaller balance, homogeneous loans may be collectively evaluated for impairment. Accordingly, the Bank may not separately identify individual consumer and residential loans for evaluation of impairment.

Loans on non-accrual status as of September 30, 2008 and December 31, 2007, were $63.23 million and $9.87 million, respectively.

The allowance for loan losses represents management’s best estimate of probable losses associated with the Bank’s loan portfolio and deposit account overdrafts. The estimate is based on evaluations of loan collectability and prior loan loss experience. The appropriateness of the recorded allowance is evaluated each quarter in a manner consistent with the Interagency Policy Statement issued by the Federal Financial Institutions Examination Council (FFIEC) and with Statement of Financial Accounting Standard (SFAS) No. 5 and No. 114. In determining the level of the allowance, the Bank estimates losses inherent in all loans and evaluate non-performing loans to determine the amount, if any, necessary for a specific reserve. Loans not evaluated for impairment and not requiring a specific allocation are subject to a general allocation based on historical loss rates and other subjective factors. An important element in determining the adequacy of the allowance is an analysis of loans by loan risk rating categories. The Bank regularly reviews the loan portfolio to evaluate the accuracy of risk ratings throughout the life of loans.

The methodology for estimating inherent losses in the portfolio takes into consideration all loans in the portfolio, segmented by industry type and risk rating, and utilizes a number of subjective factors in

8

addition to historical loss rates. Subjective factors include: the economic outlook on both a national and regional level; the volume and severity of non-performing loans; the nature and value of collateral securing the loans; trends in loan growth; concentrations in borrowers, industries and geographic regions; and competitive issues that impact loan underwriting.

Increases to the allowance occur when amounts are expensed to the provision for loan losses or when there is a recovery for a loan previously charged-off or overdrafts. Decreases occur when loans are charge-off loans or for overdrafts that are deemed uncollectible. The Bank determines the appropriateness and amount of these charges by assessing the risk potential in the portfolio on an ongoing basis. Loan charge-offs do not necessarily result in the recognition of additional expense, except in cases where the amount of a loan charge-off exceeds the loss amount previously provided for in the allowance for loan losses.

The liability for off-balance-sheet financial instruments represents managements best estimate of probable losses associated with off-balance-sheet financial instruments, which consist of commitments to extend credit, commitments under credit card arrangements, and commercial and standby letters of credit. The liability is included as a component of “Accrued interest payable and other liabilities” on the balance sheet.

The adequacy of the liability for credit losses from off-balance-sheet financial instruments are evaluated based upon reviews of individual credit facilities, current economic conditions, the risk characteristics of the various categories of commitments and other relevant factors. The liability is based on estimates, which are evaluated on a regular basis, and, as adjustments become necessary, they are reported in earnings in the periods in which they become known.

Various regulatory agencies, as a regular part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgment of information available to them at the time of the examinations.

In response to the unprecedented economic events and market conditions, the Bank obtained updated appraisals on many of its residential construction and development loans during the third quarter of 2008. The new appraisals showed a continued and significant decline in the fair values of properties that secure these loans, centered primarily in the Central Oregon and Portland / Vancouver Metro areas. In many cases, the refreshed appraisals showed significant declines in values from appraisals obtained as recently as January 2008 and in some instances, from March 2008. Owing to the overall declines in market conditions, which directly affect the Company’s collateral values and continue to impact the financial condition of its borrowers, the Company recorded a loan loss provision of $25.4 million for the third quarter 2008.

Changes in the allowance for loan losses were as follows for the three months and nine months ended September 30, 2008 and 2007:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
BALANCE, beginning of period	$	17,099,148		$	10,167,811		$	11,174,199		$	10,143,338
Provision for loan losses		25,400,000			800,000			34,100,000			4,150,000
Loans charged off		(21,423,938	)		(309,287	)		(24,368,275	)		(3,812,988	)
Loan recoveries		71,181			64,598			240,467			242,772
Adjustment for credit card sales		(219,416	)		—			(219,416	)		—
BALANCE, end of period	$	20,926,975		$	10,723,122		$	20,926,975		$	10,723,122

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4. Other Real Estate Owned

Other real estate owned represents property acquired through foreclosure or deeds in lieu of foreclosure and is carried at the lower of cost or estimated net realizable value. Net realizable value is determined based on real estate appraisals less estimated selling costs. When property is acquired, any excess of the loan balance over its estimated net realizable value is charged to the allowance for loan losses. Subsequent write-downs to net realizable value, if any, or any disposition gains or losses are included in non-interest income. As of September 30, 2008 and December 31, 2007, other real estate owned totaled $5.62 million and $515,701, respectively, and is included in the balance sheet under the caption “other assets.”

5. Federal Funds Purchased and Federal Home Loan Bank Advances

As of September 30, 2008, the Bank had federal funds line of credit agreements with six financial institutions and the Federal Reserve Bank of San Francisco. Maximum aggregate borrowings available under these credit lines totaled $46.40 million. Borrowings are not collateralized. These credit lines support short-term liquidity requirements and cannot be used for more than 1 to 30 consecutive business days, depending on the lending institution. There were no borrowings outstanding under these agreements outstanding as of September 30, 2008 and December 31, 2007.

The Bank is a member of the Federal Home Loan Bank (“FHLB”) of Seattle and has entered into credit arrangements with the FHLB under which authorized borrowings are collateralized by the Bank’s FHLB stock as well as loans or other instruments which may be pledged. Interest rates on outstanding borrowings range from 2.40% to 5.48%. As of September 30, 2008, maximum FHLB borrowings were limited to $55.77 million, of which $14.98 million was available based on outstanding borrowings and collateral balances.

Three of the credit lines with other financial institutions were rescinded subsequent to September 30, 2008. Maximum borrowings available under the remaining credit lines totaled $16.40 million as of October 31, 2008. In addition, FHLB reduced the maximum borrowings available subsequent to September 30, 2008. Maximum borrowings available with FHLB totaled $46.29 million as of October 31, 2008, of which $9.56 million was available based on outstanding borrowings and collateral balances. To offset the decrease in credit lines at other financial institutions and the FHLB the Bank has established a secured borrowing line with the Federal Reserve Bank (“FRB”) and has pledged additional collateral to the Federal Reserve. As of October 31, 2008, maximum FRB borrowings were limited to $33.86 million based on outstanding borrowings and collateral balances.

FHLB borrowings outstanding as of September 30, 2008 and December 31, 2007 were as follows:

September 30, 2008							December 31, 2007
				Weighted-							Weighted-
		Maturity		Average					Maturity		Average
Amount		Year		Interest Rate			Amount		Year		Interest Rate
$	4,000,000		2008		2.81	%	$	4,139,958		2008		3.93	%
	18,301,613		2009		2.94	%		751,613		2009		2.81	%
	18,000,000		2010		2.80	%		536,388		2013		5.47	%
	480,526		2013		5.47	%
$	40,782,139				2.85	%	$	5,427,959				3.36	%

6. Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) available to shareholders by the weighted-average number of common shares outstanding during the period, after giving retroactive effect to stock dividends and splits. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except the denominator is increased to include the number of additional common shares that would have been outstanding if dilutive potential common shares had been issued, unless the impact is anti-dilutive. Due to the quarterly and year to date net loss position of the company we have excluded potentially dilutive common shares from the calculation of diluted weighted average shares outstanding, including un-exercised stock options and unvested restricted stock awards, totaling 475,838 and

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472,225 weighted average shares, respectively, for the three and nine months ended September 30, 2008.

7. Fair Value Measurements

On January 1, 2008, Columbia adopted FASB SFAS No. 157. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements.

SFAS No. 157 provides the following hierarchy of valuation techniques:

•	Level 1 —	Quoted unadjusted prices in active markets for identical assets or liabilities
•	Level 2 —	Significant observable inputs other than quoted prices in Level 1, such as quoted prices in active markets for similar assets or liabilities, or quoted prices for identical assets or liabilities in markets that are not active
•	Level 3 —	Significant unobservable inputs based on the company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability

Certain assets and liabilities are measured at fair value on a recurring or non-recurring basis. Assets and liabilities measured at fair value on a recurring basis are initially measured at fair value and then re-measured at fair value at each financial statement reporting date. Assets and liabilities measured at fair value on a non-recurring basis result from write-downs due to impairment or lower-of-cost-or-market accounting on assets or liabilities not initially measured at fair value.

In accordance with FASB Staff Position No. FAS 157-2, Columbia will apply the fair value measurement and disclosures provisions of SFAS No. 157 to nonfinancial assets and liabilities measured at fair value on a non-recurring basis for the year beginning January 1, 2009. As of September 30, 2008, goodwill and other real estate owned are the only nonfinancial assets measured at fair value on a non-recurring basis.

The following table presents financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2008:

	Fair Value		Level 1		Level 2		Level 3
	September 30, 2008		Inputs		Inputs		Inputs
Debt securities, available-for-sale	$	10,244,467	$	—	$	10,244,467	$	—
Equity securities, available-for-sale		1,646,975		1,646,975		—		—
Total assets measured at fair value on recurring basis	$	11,891,442	$	1,646,975	$	10,244,467	$	—

Fair values of available-for-sale securities are based on quoted-market prices when available. If quoted prices are not available, fair value is based on an independent vendor pricing models, which utilizes quoted prices of similar securities, discounted cash flows, market interest rate curves, credit spreads, and estimated pre-payment rates, as applicable. Changes in the fair value of available-for-sale securities are recorded in other comprehensive income.

The following table presents financial assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2008:

	Fair Value		Level 1		Level 2		Level 3
	September 30, 2008		Inputs		Inputs		Inputs
Collateral-dependent impaired loans	$	56,648,895	$	—	$	—	$	56,648,895
Total assets measured at fair value on non- recurring basis	$	56,648,895	$	—	$	—	$	56,648,895

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Fair values of collateral-dependent impaired loans are based on loan collateral values, which are supported by property appraisals and management’s judgment. Adjustments to reflect the fair value of collateral-dependent impaired loans are a component in determining an appropriate allowance for loan losses. As a result, adjustments to the fair value of collateral-dependent impaired loans may result in increases or decreases to the provision for loan losses recorded in current earnings. For the nine months ended September 30, 2008, in accordance with SFAS No. 114, we recognized $21.11 million in impairment charges through the allowance for loan losses to adjust the collateral-dependent loans to their net realizable value. The increase in allowance for loan losses is reflected in the provision for loan losses in the income statement.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This Quarterly Report onForm 10-Q contains various forward-looking statements that are intended to be covered by the safe harbor provided by Section��21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements include statements about our present plans and intentions, about our strategy, growth, and deployment of resources, and about our expectations for future financial performance. Forward-looking statements sometimes are accompanied by prospective language, including words like “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “continue,” “plans,” “intends,” or other similar terminology.

Because forward-looking statements are, in part, an attempt to project future events and explain current plans, they are subject to various risks and uncertainties, which could cause our actions and our financial and operational results to differ materially from those projected in forward-looking statements. These risks and uncertainties include, without limitation, the risks described in Part II — Other Information Item 1A “Risk Factors.”

Information presented in this report is accurate as of the date the report is filed with the SEC. We do not undertake any duty to update our forward-looking statements or the factors that may cause us to deviate from them, except as required by law.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as disclosures included elsewhere in this Form 10-Q, are based upon consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, management evaluates the estimates used, including the adequacy of the allowance for loan losses, impairment of intangible assets, contingencies and litigation. Estimates are based upon historical experience, current economic conditions and other factors that management considers reasonable under the circumstances. These estimates result in judgments regarding the carrying values of assets and liabilities when these values are not readily available from other sources as well as assessing and identifying the accounting treatments of commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. The following critical accounting policies involve the more significant judgments and assumptions used in the preparation of the consolidated financial statements.

The allowance for loan losses represents the best estimate of probable losses associated with our loan portfolio and deposit account overdrafts. On an ongoing basis, we evaluate the adequacy of the allowance based on numerous factors. These factors include the quality of the current loan portfolio, the trend in the loan portfolio’s risk ratings, current economic conditions, loan concentrations, loan growth rates, past-due and non-performing loan trends, evaluation of specific loss estimates for all significant problem loans, historical charge-off and recovery experience and other pertinent information. Approximately 75%, or $677.37 million, of our loan portfolio is secured by real estate collateral. Within the total balance of loans secured by real estate, $78.95 million is secured by commercial property (office buildings, warehouse, commercial lot pads, etc.) and $195.67 million is secured by residential property (residential subdivisions, 1-4 family dwellings, homes under construction by developers, etc.). Based on current property appraisals, we have evidence of declining real estate values in the residential sector of the portfolio in parts of Oregon and Washington. In addition, due to the downturn in the national and regional real estate sales, a number of our residential real estate construction and acquisition and development customers have been unable to sell existing inventories and that the repayment of these loans is now solely dependent on the liquidation of the collateral. Loans of this nature were written down to their estimated fair market value less estimated costs to sell, resulting in significant charge-offs during the three and nine months ended September 30, 2008. Based on this experience, we believe there is an increased risk in our remaining real estate loan portfolio, and as such we recognized additional loan loss provision during the three months ended September 30, 2008. Further increases in the allowance for loan

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losses may be considered necessary during the remainder of 2008 if real estate values continue to decline; however, we expect future provisions will be at significantly lower levels than those experienced in the third quarter of 2008.

As of September 30, 2008, our goodwill totaled $7.39 million as a result of a business combination in 1998. We follow Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 142, which requires us to evaluate goodwill for impairment not less than annually and to write down the goodwill if the business unit associated with the goodwill cannot sustain the value attributed to it. Our assessment of the fair value of goodwill is based on our current market capitalization, discounted cash flows from forecasted earnings and an evaluation of current purchase transactions. Our evaluation of the fair value of goodwill involves a substantial amount of judgment. Given the current economic environment, our goodwill impairment testing was evaluated under the “stage two” analysis defined in SFAS No. 142. The stage two analysis of goodwill required us to evaluate the fair market value of our company from the perspective of a potential purchaser. In that light, we utilized public information for sales transactions, of organizations similar to ours, occurring within the last 5 years, as well as discrete information from loan sales occurring in a similar economic environment of the 1980’s. Based on this analysis, with a valuation date of September 30, 2008, we identified no impairment of goodwill. No impairment of goodwill has been identified during the initial and subsequent annual assessments (annual assessment occurs as of December 31), or during tests between annual assessments.

OVERVIEW

Columbia Bancorp (“Columbia”) is a bank holding company organized in 1996 under Oregon Law. Columbia’s common stock is traded on the Nasdaq Global Select Market under the symbol “CBBO.” Columbia’s wholly-owned subsidiary, Columbia River Bank (“CRB” or “the Bank”), is an Oregon state-chartered bank, headquartered in The Dalles, Oregon, through which substantially all business is conducted. CRB offers a broad range of services to its customers, primarily small and medium sized businesses and individuals.

We have a network of 22 full-service branches throughout Oregon and Washington. In Oregon, we operate 15 branches. These branches serve the northern and eastern Oregon communities of The Dalles, Hood River, Pendleton and Hermiston, the central Oregon communities of Madras, Redmond, and Bend, and the Willamette Valley communities of McMinnville, Canby, Lake Oswego and Newberg. In Washington, we operate 7 branches. These branches serve the communities of Goldendale, White Salmon, Pasco, Yakima, Sunnyside, Richland and Vancouver. The Lake Oswego Branch, which specialized in residential construction lending, was closed October 31, 2008.

Business Developments:

During the year, we have experienced a significant amount of change from internal and external forces. Internally, we have seen a significant change in leadership during the year with a new Chief Credit Officer, Craig Hummel, a new Chief Executive Officer and President, Terry Cochran and a new Chief Financial Officer, Staci Coburn. In addition we opened two permanent branches, Yakima and Sunnyside, Washington, and continued to make improvements upon our technology and delivery to customers. One such improvement was the centralization of our core operations in Vancouver, Washington.

Columbia River Bank is considered “adequately-capitalized” for regulatory purposes as of September 30, 2008. Only one ratio does not quantitatively qualify as “well-capitalized”, and that is the total risk-based capital ratio, which is 8.50% and is estimated to be 1.50% short of meeting the quantitative threshold for well-capitalized. The ratio of Tier 1 risk-based capital and Leverage ratio are 7.24% and 6.60%, respectively, which exceeds the minimum threshold for “well-capitalized”. In the previous quarters in 2008 and 2007, we were considered “well-capitalized” for regulatory purposes.

Externally, there have been a number of changes in the banking industry, especially surrounding the initiatives made by the U.S. Department of the Treasury (“Treasury”) to provide relief to financial institutions and ease depositor and investor concerns. Specifically, there are now sources of relief for

14

financial intuitions provided by the Treasury through their newly enacted Troubled Asset Relief Program (“TARP”) and other similar initiatives, including:

• TARP asset purchase program, whereby troubled assets can be sold to the Treasury.

• TARP capital, whereby the Treasury will provide a capital infusion in the form of preferred stock ownership in the institution.

• Increase in FDIC insurance coverage for depositors from $100,000 to $250,000.

• The voluntary enrollment in an FDIC insurance coverage to provide unlimited insurance coverage for non-interest bearing deposit customers.

We believe that initiatives like this have real value for community banks. Like most financial institutions across the nation, we are being affected by the results of an economy that has been described as being the worst economic situation in recent memory. The weakening economy appears to be a direct result of the real estate lending crisis that began to manifest in 2007 and accelerated dramatically in 2008. We have observed a general weakening of our credit quality. We believe this is a result of fewer residential home sales and increasing inventories of new homes and residential building lots, coupled with declining property values. This has reduced the available cash flows for repayment of loans from our builder and developer borrowers. This has led to the need for increased provisions for loan losses as well as higher charge-offs. The adverse national and regional market climates have exacerbated our current financial condition. We are an organization that has historically experienced growth year over year, with much of that growth in the residential real estate acquisition and development market.

In response to these forces, we have already begun to take the following measures:

• For the near term, the Bank intends to remain adequately capitalized by regulatory definition, and we plan to prudently manage our capital so that we return to well-capitalized in the near future. All capital management options are being analyzed, including the capital-raising initiative recently outlined in the TARP capital program and an evaluation of our balance sheet structure. Initial steps to preserve capital included the reduction of the quarterly dividend from $0.10 per share as of March 31, 2008, to $0.01 per share as of June 30, 2008, and the suspension of the dividend for the current and near-term quarters.

• Working diligently to retain and increase core deposit customers; recent activities of the Federal Deposit Insurance Corporation (FDIC) to provide unlimited coverage to all non-interest bearing demand deposit accounts and to provide coverage up to $250,000 per depositor on interest bearing relationships will help us.

• Reducing our loan balances through normal attrition, and more stringent loan approval policies and procedures for new and renewed credit relationships. We anticipate that this will result in slower, more conservative growth in the coming quarters and years as we grow our core deposit base.

• In September 2008 we announced the exit from the mortgage business and the elimination of those and other positions throughout the organization. These actions are expected to reduce our salary and benefit expense by approximately $4.2 million annually. We believe that this is a strategic re-alignment of our business and staffing model that will help to ensure customer satisfaction in the coming quarters.

• Sale of our credit card portfolio, which was considered by management to be a great opportunity not only to improve our liquidity position, but to provide substantially enhanced benefits and services to our existing and potential credit card customers.

• Elimination of the Board of Directors fees since July 2008 and for the remainder of 2008.

• Over the course of the nine months ended September 30, 2008, we have made a continued investment in our technology and delivery systems to improve our electronic banking products, including remote capture deposit, improved internet banking products, in addition to the improvements to the credit card product discussed above.

• Closure of the Lake Oswego Branch, which specialized in residential construction lending.

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Financial Overview:

The following table presents an overview of our key financial performance indicators:

Key Financial Performance Indicators:
(dollars in thousands except per share data)

	As of and for the									As of and for the
	Three Months Ended September 30,									Nine Months Ended September 30,
							%									%
	2008			2007			Change			2008			2007			Change
Return on average assets		-5.01	%		1.50	%					-1.63	%		1.37	%
Return on average equity		-59.62	%		15.71	%					-17.47	%		14.49	%
Average equity to average assets		8.40	%		9.53	%					9.33	%		9.43	%
Net interest margin, tax equivalent basis		3.86	%		5.61	%					4.51	%		5.65	%
Efficiency ratio		83.42	%		56.95	%					71.59	%		56.88	%
Net income (loss)	$	(14,091	)	$	3,877			-463	%	$	(13,078	)	$	10,336			-227	%
Earnings (loss) per diluted common share	$	(1.41	)	$	0.38			-471	%	$	(1.31	)	$	1.01			-230	%
Total gross loans(1)										$	924,181		$	874,779			6	%
Total assets										$	1,150,026		$	1,034,113			11	%
Deposits										$	1,015,068		$	917,146			11	%
Book value per common share										$	8.75		$	9.87			-11	%
Tangible book value per common share										$	8.02		$	9.13			-12	%

⁽¹⁾ Includes loan portfolio and loans held-for-sale and excludes allowance for loan losses and unearned loan fees.

The decrease noted in earnings per share for each period was primarily due to an increase in the provision for loan losses, the effect of net interest margin compression and increases in non-interest expenses related to the administrative expansion and centralization into Vancouver, Washington.

Significant items for the three and nine months ended September 30, 2008 were as follows:

• Gross loans have increased by $45.12 million from December 31, 2007, but have decreased $18.43 million from June 30, 2008, as a result of the sale of the credit card portfolio and the charge-off of selected loan balances. Gross loans have increased $49.40 million or 6% from September 30, 2007, which is less than our traditional growth rate. As a comparison, loan growth from September 30, 2006 to September 30, 2007 was 12%.

• As of September 30, 2008, non-performing assets (“NPAs”) totaled $68.91 million, or 6% of total assets. Of this amount, $5.62 million, or 8%, was comprised of properties held in other real estate owned. $63.23 million, or 92%, of the NPAs were loans on non-accrual status. $49.99 million, or 79%, of the non-accrual loans are secured by residential real estate construction properties.

• Our provision for loan losses has increased $24.60 million for the three months ended September 30, 2008; and $29.95 million for the nine months ended September 30, 2008 in comparison to the same periods in 2007. This increase is primarily attributable to the general deterioration of credit quality indicators in our residential construction portfolio.

• Deposits have increased approximately 10% from December 31, 2007, or $92.18 million. This increase is attributable to increases in our participation in brokered certificates of deposit, representing 98% of the increase during the nine months ended September 30, 2008.

• Our net interest margin has decreased for the three and nine months ended September 30, 2008, this decrease is partially attributable to the federal funds rate cuts since September 2007 and the resulting decrease in our loan yields. Another contributing factor is the decrease in our interest-earning assets as a result of transfers of loans to non-accrual, as accrued interest is reversed for loans when they are placed on non-accrual status. During the three and nine months ended September 30, 2008, $1.26 million and $2.04 million, respectively, of interest income was reversed. This resulted in a 47 and 28 basis point reduction in our net interest margin, for the three and nine months ended September 30, 2008, respectively.

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RESULTS OF OPERATIONS

Net Interest Income

Net interest income, our primary source of operating income, is the difference between interest income and interest expense. Interest income is earned primarily from our loan and investment security portfolios. Interest expense results primarily from customer deposits and borrowings from other sources, including Federal Home Loan Bank advances, wholesale deposits and trust preferred securities. Like most financial institutions, our net interest income increases as we are able to charge higher interest rates on loans while paying relatively lower interest rates on deposits and other borrowings.

The following table presents a comparison of average balances and interest rates:

Net Interest Income Average Balances and Rates:
(dollars in thousands)

	Three Months Ended September 30,							Three Months Ended September 30,
	Average Balances							Average Yields/Costs Tax Equivalent
	2008		2007		Change			2008			2007			Change
Taxable securities	$	14,505	$	22,648	$	(8,143	)		4.41	%		4.84	%		-0.43	%
Nontaxable securities(1)		8,567		10,040		(1,473	)		6.95	%		6.99	%		-0.04	%
Interest bearing deposits		27,944		16,342		11,602			2.18	%		4.93	%		-2.75	%
Federal funds sold		54,371		36,362		18,009			1.77	%		4.81	%		-3.04	%
Loans(2) (3)		948,689		877,314		71,375			6.51	%		8.76	%		-2.25	%
Interest earning assets		1,054,076		962,706		91,370			6.13	%		8.44	%		-2.31	%
Non-earning assets		65,624		64,389		1,235
Total assets	$	1,119,700	$	1,027,095	$	92,605
Savings & interest bearing deposits	$	347,087	$	348,736	$	(1,649	)		1.75	%		2.75	%		-1.00	%
Time certificates		400,027		342,369		57,658			4.03	%		4.96	%		-0.93	%
Borrowed funds		58,470		12,234		46,236			2.84	%		5.84	%		-3.00	%
Interest bearing liabilities		805,584		703,339		102,245			2.96	%		3.88	%		-0.92	%
Non-interest bearing demand deposits		211,394		223,413		(12,019	)
Other liabilities		8,693		2,434		6,259
Shareholders’ equity		94,029		97,909		(3,880	)
Total liabilities and shareholders’ equity	$	1,119,700	$	1,027,095	$	92,605

	Nine Months Ended September 30,							Nine Months Ended September 30,
	Average Balances							Average Yields/Costs Tax Equivalent
	2008		2007		Change			2008			2007			Change
Taxable securities	$	19,510	$	23,412	$	(3,902	)		4.62	%		4.79	%		-0.17	%
Nontaxable securities		8,781		10,779		(1,998	)		6.99	%		7.09	%		-0.10	%
Interest bearing deposits		22,025		18,080		3,945			2.55	%		5.01	%		-2.46	%
Federal funds sold		34,358		41,071		(6,713	)		2.17	%		5.07	%		-2.90	%
Loans		920,606		854,306		66,300			7.16	%		8.82	%		-1.66	%
Interest-earning assets		1,005,280		947,648		57,632			6.84	%		8.47	%		-1.63	%
Nonearning assets		66,210		63,280		2,930
Total assets	$	1,071,490	$	1,010,928	$	60,562
Savings & interest bearing deposits	$	353,958	$	333,546	$	20,412			1.89	%		2.67	%		-0.78	%
Time certificates		361,751		336,740		25,011			4.33	%		4.93	%		-0.60	%
Borrowed funds		40,417		22,620		17,797			2.81	%		5.30	%		-2.49	%
Interest bearing liabilities		756,126		692,906		63,220			3.10	%		3.86	%		-0.76	%
Non-interest bearing demand deposits		208,283		219,806		(11,523	)
Other liabilities		7,096		2,838		4,258
Shareholders’ equity		99,985		95,378		4,607
Total liabilities and shareholders’ equity	$	1,071,490	$	1,010,928	$	60,562

(1)	In calculation of average yield, tax-exempt income has been adjusted to a tax-equivelant basis at a rate of 35%
(2)	Non-accrual loans and loans held-for-sale are included in the average balance
(3)	Loan fee income is included in interest income in calcualtion of average yield, three months ended September 30; 2008, $349; 2007, $418; nine months ended September 30; 2008, $ 1,184; 2007, $ 1,126.

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Net interest margin (net interest income as a percentage of average earning assets) measures how well a bank manages its asset and liability pricing and duration. Our tax equivalent net interest margin measured 3.86% for the three months ended September 30, 2008, compared to 5.61% for the same period in 2007. The decrease is primarily due to two factors. First, loan yields decreased as our variable rate loans tied to the prime rate charged by major financial institutions re-priced, following cuts in the Fed Funds rate. The prime rate has historically followed changes in the Fed Funds rate. Second, we reversed approximately $1.26 million of interest income from loans placed on non-accrual status during the third quarter of 2008. When a loan is placed on non-accrual status, we reverse all interest recognized as income, but not yet paid. The current period reversal resulted in a decrease in our net interest margin by 47 basis points for the three months ended September 30, 2008. As a result of the same factors, our tax equivalent net interest margin decreased to 4.51% for the nine months ended September 30, 2008 from 5.65% for the same period in 2007.

Our balance sheet is currently asset sensitive, meaning that interest earning assets mature or re-price more frequently than interest bearing liabilities in a given period. As a result, net interest income should increase slightly when rates increase and shrink somewhat when rates fall in an interest rate shift that is parallel across all terms of the yield curve (see also Item 3 of this report “Quantitative and Qualitative Disclosures about Market Risk”).

We have incorporated interest rate floors into $578.17 million, or 64%, of our loans, in order to mitigate the adverse effects of falling interest rates. As of September 30, 2008, our weighted-average floor rate was 6.89%, whereas the weighted-average rate on loans with floors was 7.39%. Loan interest income will continue to decrease, primarily on loans without floors, as the Fed Funds rate falls. We anticipate that interest income will decrease as a result of the October 2008 reduction of the Fed Funds rate by 50 basis points.

Re-pricing of our deposit interest rates has lagged the more immediate decrease in earning asset yields which resulted from a need to retain deposit customers since the Fed Funds rate began decreasing in September 2007. The Fed Funds rate has decreased 275 basis points from September 30, 2007 to September 30, 2008. Further decreases in the Fed Funds rate will cause our net interest margin to continue to trend downward. We expect continued pressure on our costs of funds due to the competitive deposit environment.

The following table presents increases in net interest income attributable to volume changes versus rate changes:

Volume vs. Rate Changes:
(dollars in thousands)

	Three Months Ended September 30,									Nine Months Ended September 30,
	2008 over 2007									2008 over 2007
	Increase (Decrease) due to									Increase (Decrease) due to
							Net									Net
	Volume			Rate			Change			Volume			Rate			Change
Interest earning assets:
Loans	$	1,399		$	(5,254	)	$	(3,855	)	$	4,512		$	(11,518	)	$	(7,006	)
Investment securities
Taxable securities		(100	)		(15	)		(115	)		(137	)		(26	)		(163	)
Nontaxable securities		(18	)		—			(18	)		(67	)		(6	)		(73	)
Balances due from banks		141			(188	)		(47	)		150			(405	)		(255	)
Federal funds sold		217			(414	)		(197	)		(250	)		(748	)		(998	)
Total		1,639			(5,871	)		(4,232	)		4,208			(12,703	)		(8,495	)
Interest bearing liabilities:
Interest bearing checking and savings accounts		(29	)		(862	)		(891	)		422			(2,081	)		(1,659	)
Time deposits		683			(912	)		(229	)		955			(1,662	)		(707	)
Borrowed funds		674			(437	)		237			711			(757	)		(46	)
Total		1,328			(2,211	)		(883	)		2,088			(4,500	)		(2,412	)
Net increase (decrease) in net interest income	$	311		$	(3,660	)	$	(3,349	)	$	2,120		$	(8,203	)	$	(6,083	)

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Net interest income before provision for loan losses decreased 25% and 15% for the three and nine months ended September 30, 2008, respectively, compared to the same periods in 2007. The decrease is primarily attributable to lower yields on loans following a series of Fed Funds rate cuts since September 2007. Decreases in net interest income were partially offset by volume increases in loans and lower rates paid on interest bearing liabilities. Due to the competitive deposit environment, decreases in interest rates paid on deposits have lagged decreases in interest rates on interest earning assets. For instance, during the three months ended September 30, 2008, rates on certificates of deposit ranged between 1.26% and 4.54%, which was an increase of 84 — 167 basis points, dependant on the duration of the certificate, at the same time the Fed Funds rates was unchanged.

Non-Interest Income

Non-interest income is comprised of service charges and fees, credit card discounts, financial services revenues, mortgage banking revenues and gains and losses from the sale of loans, securities and other assets. Mortgage banking revenues include service release premiums and revenues from the origination and sale of mortgage loans. Financial services income is derived from the sale of investments and financial planning services to our customers. In conjunction with the sale of our credit card portfolio and exit from the mortgage business, we expect the income from credit card discounts and mortgage banking revenue will reduce to zero in the coming quarter and years.

Service charges on deposits has increased 16% and 12% for the three and nine months ended September 30, 2008, respectively, compared to the same period in 2007. The increase is primarily attributable to an increase in the volume of deposit accounts in the current period compared to the similar period in 2007.

The decrease in non-interest income is attributable to the loss on other real estate owned, which has decreased by $1.97 million and $1.92 million for the three and nine months ended September 30, 2008, respectively. This is attributable to impairment write-downs recognized on two real estate development projects held as other real estate owned, to re-value the asset at the lower of cost basis or the net realizable value of the property, in compliance with SFAS’s No. 66 and 144, as applicable. This impairment was recognized in the third quarter of 2008 as the result of new appraisals or new evaluations obtained on those two properties.

Provision for Loan Losses

Our provision for loan losses represents an expense against current period income that allows us to establish an appropriate allowance for loan losses and deposit account overdraft exposure. Charges to the provision for loan losses result from our ongoing analysis of probable losses in our loan portfolio and probable losses from deposit account overdrafts.

For the three and nine months ended September 30, 2008, compared to the same period in 2007, the provision for loan loss was significantly higher primarily due to deteriorating credit quality indicators in our residential construction loan portfolio. Risks contributing to this increase in provision are discussed in more detail in the section entitled “Allowance for Loan Losses” below.

Non-Interest Expense

Non-interest expense consists of salaries and benefits, occupancy costs and various other non-interest expenses.

Total non-interest expense has increased 12% and 11% for the three and nine months ended September 30, 2008, respectively. These increases are attributable to increases noted in occupancy expenses and other non-interest expenses.

Occupancy expense has increased 18% and 16% for the three and nine months ended September 30, 2008, respectively, in comparison to the same periods in 2007. This increase is primarily due to the rental expense associated with the administrative offices opened in Vancouver, Washington during the year. The increase in occupancy expense for the three months ended September 30, 2008 compared to the same period in 2007 is due to the same factors. We have identified some excess office space with the

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closure of the Lake Oswego office and the relocation of our core operations team to Vancouver, Washington. We are currently evaluating whether or not sub-leasing these spaces would be a viable income source to off-set the increase in occupancy expense in the coming quarters in 2008 and 2009.

Other non-interest expense has increased 25% and 20% for the three and nine months ended September 30, 2008, respectively, in comparison to the same periods in 2007. The most significant increases noted in the Federal Deposit Insurance Corporation Insurance (FDIC) Premium which has increased $405 thousand, or 248% for the nine months ended, and repossession, collection and other real estate expenses which have increased $297 thousand, or 176% for the nine months ended. The increase in other non-interest expense for the three months ended September 30, 2008 compared to the same period in 2007 is due to the same factors.

The increase in the FDIC premium is a result of the increase in our asset levels year over year. We anticipate that this premium will continue to rise in the coming quarters as a result of our status of adequately capitalized, and the noted rise of financial institution failures throughout 2008.

Increases noted in repossession, collection and other real estate expense are a result of the increase in non-performing assets, which is discussed in further detail in the section entitled “Non-Performing Assets”

The efficiency ratio, which measures overhead costs as a percentage of total revenues, is an important measure of productivity in the banking industry. Because of higher non-interest expenses and lower revenues, resulting from the combination of the write-down of other real estate owned, the reversal of interest income due to loans placed on non-accrual status, and one-time severance costs related to our exit from the mortgage business, and our reduction in force, our efficiency ratio increased to 83.42% and 71.59%, respectively, for the three and nine months ended September 30, 2008, compared to 56.95% and 56.88%, respectively, for the same periods in 2007. We expect efficiency rate will improve in the following quarters.

Provision for Income Taxes

The following table presents the provision for income taxes and effective tax rates:

Provision for (Benefit from) Income Taxes:
(dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Provision for (benefit from) income taxes	$	(9,274	)	$	2,252		$	(9,094	)	$	6,136
Income before provision for (benefit from) income taxes		(23,365	)		6,129			(22,172	)		16,472
Effective tax rate		39.69	%		36.74	%		41.02	%		37.25	%

Our normal, expected statutory rate is 38.8%, representing a blend of the statutory federal income tax rate of 35% and apportioned effect of the Oregon income tax rate of 6.6%. For the three and nine months ended September 30, 2008, we have recognized a tax benefit due to net pre-tax losses generated in the same periods. Our effective rate for these periods is higher than the expected statutory rate primarily due to tax-exempt municipal interest, bank owned life insurance and tax credits. Our effective rate for the three and nine months ended September 30, 2007 was slightly lower than our expected statutory rate primarily due to the previously mentioned tax-exempt interest, bank owned life insurance and tax credits.

MATERIAL CHANGES IN FINANCIAL CONDITION

ASSETS

Our assets are comprised primarily of loans for which we receive interest and principal repayments from our customers, as well as cash and investment securities.

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Loans

Our loan portfolio reflects our efforts to diversify risk across a range of loan types and industries and, thereby, complement the markets in which we do business. Loan products include construction, land development, real estate, commercial, consumer, agriculture and credit cards.

During the third quarter of 2008, the Bank entered into and executed a contract with Élan to sell the credit card portfolio. The sale transaction transferred all credit card loans to Élan as of August 31, 2008. In conjunction with the sale, Élan assumed the associated liability for scorecard rewards, totaling approximately $244,000. In addition, the associated allowance for loan and lease losses totaling approximately $219,000 was written off. As a result of these transactions we recognized a gain of $1.23 million, which is included in the income statement under the heading “gain on sale of credit card loans”. In addition we also entered into a marketing agreement with Élan, which we believe will improve the product to our customer base.

The following table presents our loan portfolio by loan type:

Loans:

(dollars in thousands)

	September 30, 2008						December 31, 2007						September 30, 2007
				Percent of						Percent of						Percent of
	Dollar Amount			Total			Dollar Amount			Total			Dollar Amount			Total
Real estate secured loans:
Commercial property	$	265,031			29	%	$	241,544			28	%	$	241,248			28	%
Farmland		67,450			7	%		48,739			6	%		54,210			6	%
Construction		274,617			31	%		294,398			34	%		285,107			34	%
Residential		41,186			5	%		41,149			5	%		37,455			4	%
Home equity lines		29,090			3	%		23,144			3	%		20,276			2	%
		677,374			75	%		648,974			76	%		638,296			74	%
Commercial loans		144,643			16	%		129,018			15	%		126,288			15	%
Agricultural loans		82,150			9	%		70,095			8	%		77,171			9	%
Consumer loans		13,945			2	%		11,630			1	%		12,826			1	%
Credit cards		—			—			6,912			1	%		6,907			1	%
Other loans		4,320			—			4,296			—			5,149			1	%
		922,432						870,925						866,637
Allowance for loan losses		(20,927	)		-2	%		(11,174	)		-1	%		(10,723	)		-1	%
Unearned loan fees		(855	)		—			(1,060	)		—			(1,300	)		—
Loans, net of allowance for loan losses and unearned loan fees	$	900,650			100	%	$	858,691			100	%	$	854,614			100	%

Gross loans increased 6% since December 31, 2007 primarily due to real estate secured farmland and commercial loan growth. Since June 30, 2008, gross loans decreased $11.22 million or 1% due primarily to the charge-off of selected loan balances, combined with the sale of the credit card portfolio.

Our loan portfolio continues to have a concentration of loans secured by real estate, as of September 30, 2008. This includes $195.67 million of construction loans secured by residential properties and $78.95 secured by commercial properties. Although this general real estate concentration is consistent with our Pacific Northwest community bank peers, we could be subject to further losses resulting from declines in real estate values and the related effects on our borrowers. It should be noted that some loans that are designated as being “real estate” secured were granted for consumer and business purposes other than the acquisition of real estate. While it is difficult to predict when the local real estate market will return to a more normalized position, we believe that the risk is limited to some extent in our portfolio, because loans included in this category include those that are secured by real estate but for which repayment is not expected to come directly from the liquidation of the real estate. However, given the current economic environment and the volatility in the residential real estate market, we do recognize additional risk in real estate loans in our allowance for loan losses; see additional information the “Allowance for loan and lease losses” section below.

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The following table presents our construction and land development loans by region:

Construction and Land Development Loans by Region:
(dollars in thousands)

	September 30, 2008
	Residential		Commercial			Total
Columbia River Gorge	$	11,829	$	2,849		$	14,678
Columbia Basin — Eastern Washington		13,032		19,183			32,215
Columbia Basin — Northeastern Oregon		7,811		3,781			11,592
Central Oregon		73,785		43,146			116,931
Willamette Valley(1)		89,208		9,993			99,201
					��
	$	195,665	$	78,952		$	274,617

⁽¹⁾ Includes Portland, Oregon and Vancouver, Washington metropolitan area

We participate in non-real estate agricultural lending, which comprises approximately 9% of our net loan portfolio. Agricultural lending has unique challenges that require special expertise. We employ experienced agriculture consultants and loan officers with experience in underwriting and monitoring agricultural loans. In addition, we diversify our agricultural loan portfolio across numerous commodity types and maintain Preferred Lender Status with the Farm Service Agency. This status allows us to participate in Farm Loan Government Guarantee Programs, which provide guarantees of up to 90% on qualified loans. Approximately 13% of our agricultural loans are guaranteed through this program; however, these guarantees are limited and loans under this program are not without credit risk.

Allowance for Loan Losses

Our allowance for loan losses represents our best estimate of probable losses associated with our loan portfolio and deposit account overdrafts as of the reporting date. The appropriateness of the allowance is evaluated each quarter in a manner consistent with the Interagency Policy Statement issued by the Federal Financial Institutions Examination Council (FFIEC) and with FASB SFAS Nos. 5 and 114. In determining the level of the allowance, we estimate losses inherent in all loans and evaluate non-performing loans to determine the amount, if any, necessary for a specific reserve. Loans evaluated for impairment and not requiring a specific allocation, because the loan is determined not to be impaired, are subject to a general allocation based on historical loss rates and other subjective factors. An important element in determining the adequacy of the allowance is an analysis of loans by loan risk rating categories. We regularly review our loan portfolio to evaluate the accuracy of risk ratings throughout the life of loans.

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The following table presents activity in the allowance for loan and credit losses:

Allowance for Loan and Credit Losses:
(dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Allowance for loan losses, beginning of period	$	17,099		$	10,168		$	11,174		$	10,143
Charge-offs:
Commercial		(1,735	)		—			(3,342	)		(99	)
Real estate		(19,520	)		(198	)		(20,564	)		(198	)
Agriculture		—			—			—			(3,253	)
Consumer loans		(3	)		(11	)		(19	)		(11	)
Credit card and related accounts		(59	)		(13	)		(149	)		(27	)
Demand deposit overdrafts		(107	)		(88	)		(294	)		(225	)
Total charge-offs		(21,424	)		(310	)		(24,368	)		(3,813	)
Recoveries:
Commercial		7			3			9			45
Real estate		—			—			—			1
Agriculture		—			—			3			—
Consumer loans		—			2			8			24
Credit card and related accounts		2			—			10			6
Demand deposit overdrafts		62			60			210			167
Total recoveries		71			65			240			243
Provision for loan losses		25,400			800			34,100			4,150
Adjustment for credit card portfolio sales		(219	)		—			(219	)		—
Allowance for loan losses, end of period		20,927			10,723			20,927		$	10,723
Liability for off-balance-sheet financial instruments, beginning of period	$	889		$	838		$	848		$	763
Increase charged to other non-interest expense		92			—			133			75
Liability for off-balance-sheet financial instruments, end of period	$	981		$	838		$	981		$	838
Total allowance for credit losses(1)	$	21,908		$	11,561		$	21,908		$	11,561
Ratio of net loans charged-off to average loans outstanding for the period		2.25	%		0.03	%		2.62	%		0.42	%
Ratio of allowance for loan losses to gross loans at end of period								2.26	%		1.23	%
Ratio of allowance for credit losses to gross loans at end of period								2.37	%		1.32	%

⁽¹⁾ Includes allowance for loan losses and liability for off-balance-sheet financial instruments

Our methodology for estimating inherent losses in the portfolio takes into consideration all loans in our portfolio, segmented by industry type and risk rating, and utilizes a number of subjective factors in addition to historical loss rates. Subjective factors include: the economic outlook on both a national and regional level; the volume and severity of non-performing loans; the nature and value of collateral securing the loans; trends in loan growth; concentrations in borrowers, industries and geographic regions; and competitive issues that impact loan underwriting.

Increases to the allowance occur when we expense amounts to the provision for loan losses or when we recover previously charged-off loans or overdrafts. Decreases occur when we charge-off loans or overdrafts that are deemed uncollectible. We determine the appropriateness and amount of these charges by assessing the risk potential in our portfolio on an ongoing basis. Loan charge-offs do not necessarily result in the recognition of additional expense, except in cases where the amount of a loan charge-off exceeds the loss amount previously provided for in the allowance for loan losses.

On loans of either a larger size or troubled industry type, we may perform an individual analysis of the loss or risk potential of specific loans. This individual analysis may include factors such as an updated review of the value of the collateral securing the loan, the geographic location of the loan, the expected or potential cash flows from the borrowers operations, the relative strength and liquidity of the guarantors and the past payment performance on the loan. In cases where existing collateral appraisals or evaluations are dated or stale in our opinion, we will typically obtain new appraisals or evaluations and these new values will be used to evaluate the risk of the loan and resulting provision for loan losses. Furthermore, in cases where the cash flow of the borrower or the absence of guarantor strength or liquidity has been eliminated, we may deem the loan to be totally collateral dependent. In such cases, if

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the analysis of the underlying collateral value of the loan is determined to be deficient, that deficiency is charged-off.

The liability for off-balance-sheet financial instruments represents our best estimate of probable losses associated with off-balance-sheet financial instruments, which consist of commitments to extend credit, commitments under credit card arrangements, and commercial and standby letters of credit. The liability is included as a component of “Accrued interest payable and other liabilities” on our balance sheet.

We evaluate the adequacy of the liability for credit losses from off-balance-sheet financial instruments based upon reviews of individual credit facilities, current economic conditions, the risk characteristics of the various categories of commitments and other relevant factors. The liability is based on estimates, which are evaluated on a regular basis, and, as adjustments become necessary, they are reported in earnings in the periods in which they become known.

During the three months ended September 30, 2008, we recognized $25.40 million of provision for loan losses, bringing the year-to-date allocations to $34.10 million. As of September 30, 2008, our allowance for credit losses totaled $21.91 million, including the liability for off-balance-sheet financial instruments. The significant increase in the allowance was in response to internal downgrades of credits, primarily residential real estate construction projects, and the declining land values on such residential construction collateral. It is important to note that during the third quarter of 2008 the bank refreshed appraisals for a large number of its residential construction and development loans. The new appraisals showed a continued and significant decline in the fair values of properties that secure these loans, centered primarily in Central Oregon and Portland/Vancouver metropolitan areas. In many cases, the refreshed appraisals showed significant declines in fair values from appraisals obtained as recently as January 2008 and in some instances, from March 2008. This directly influenced the large loan loss provision taken in the third quarter of 2008.

For the three and nine months ended September 30, 2008, we recognized $21.42 million and $24.37 million in loan charge-offs, respectively. The large increase in charge-offs during the three months ended September 30, 2008 were the result of partially charged-off construction land development loans which were considered to be “collateral dependent” loans. A collateral dependent loan is one for which the primary source of repayment is considered to be the liquidation of the underlying collateral. Following SFAS No. 114, we have recognized an impairment charge on these loans as a result of declining market values.

In our 30 year history, our average charge-off rate has traditionally been much lower than the above results. Our annual charge-offs as a percentage of average gross loans ranged between 0.21% and 0.52% for the five year period from 2003 to 2007. Our annualized net charge-offs as a percentage of average gross loans was 3.49% for the nine months ended September 30, 2008. Our expectation is that we will return to a more normalized level of charge-off activity when, and if, the economic environment begins to rebound and real estate values in our key markets stabilize.

As previously disclosed, in response to the changes in the economic environment, our credit administration and risk management teams have examined loan relationships within the residential construction portfolio for indications of credit weaknesses. This is an ongoing and dynamic process and concentrated efforts were put forth to accelerate the examination of credits to ensure substantially all real estate construction credits were examined during the second and third quarter of 2008. The charge-offs noted during the third quarter are a result of this effort. This examination process includes the review of new or updated appraisals and resulting real estate collateral values. All appraisals are reviewed by our real estate risk management team, which includes three licensed appraisers and support staff.

The Reserve Adequacy Committee that was established during the second quarter of 2008 is an active component of our heightened loan management. On a quarterly basis, all problem loan reports are formally updated for all our lending units and formal action plans are either developed or reviewed for effectiveness. Even though threshold guidelines for reporting to the committee exist, it does not preclude discussion of other credits or concerns that are present in the geographic areas that we service. The committee includes the Chief Credit Officer and other key members of executive management, including the Chief Executive Officer. As a result of this action, we were able to pull together previous lending unit processes and identify the underlying risks inherent in our loan portfolio. In addition, specific allocations

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to the allowance for loan losses and the adequacy of our current loan loss allowance were appropriately adjusted based on the review of affected loans. The Reserve Adequacy Committee will continue meeting on a quarterly basis. The resulting action plans will be dynamic and followed closely by the lending teams, credit administration, risk management and our special assets team. This will ensure appropriate risk identification, timely meetings with customers and achievement of these plans.

On a bi-weekly basis, the updates on action plans on selected problem loan amounts are reviewed during a meeting conducted by the Chief Credit Officer and other members of the Executive Team. This meeting allows for timely decisions on these action plans.

While we have been reserving for these weakened credits as a result of our internal risk ratings, as new appraisals are received and if land values continue to decline, more allocations to the allowance for loan losses are possible, as are further impairment write downs. When such write downs or charge offs are necessary, the allowance for loan losses will be impacted accordingly.

Non-Performing Assets

Non-performing assets (“NPA”) consist of loans on non-accrual status, delinquent loans past due greater than 90 days, troubled debt restructured loans and other real estate owned (“OREO”). We do not accrue interest on loans for which full payment of principal and interest is not expected, or for which payment of principal or interest has been in default 90 days or more, unless the loan is well-secured and in the process of collection. We also have a policy to place any loan past due 90 days or more on non-accrual status. Troubled debt restructured loans are those for which the interest rate, principal balance, collateral support or payment schedules were modified from original terms, beyond what is ordinarily available in the marketplace, to accommodate a borrower’s weakened financial condition. OREO represents real estate assets held through loan foreclosure (either voluntary or involuntary) or recovery activities.

The following table presents information about our non-performing assets:

Non-Performing Assets:
(dollars in thousands)

	September 30, 2008			December 31, 2007			September 30, 2007
Loans on non-accrual status	$	63,230		$	9,865		$	8,971
Delinquent loans past due > 90 days on accrual status		—			—			—
Troubled debt restructured loans		60			84			94
Total non-performing loans		63,290			9,949			9,065
Other real estate owned		5,621			516			—
Repossessed other assets		—			5			32
Total non-performing assets	$	68,911		$	10,470		$	9,097
Allowance for loan losses	$	20,927		$	11,174		$	10,723
Ratio of total non-performing assets to total assets		5.99	%		1.00	%		0.88	%
Ratio of total non-performing loans to total gross loans		6.85	%		1.13	%		1.04	%
Ratio of allowance for loan losses to total non-performing loans		30.07	%		112.31	%		118.29	%

The increase of $58.4 million from December 31, 2007 to September 30, 2008, is primarily due to an increase in loans placed on non-accrual status during the second and third quarter of 2008. See the sections below entitled “Non-Accrual Loans” and “Other Real Estate Owned” for more discussion of the loans and properties comprising the total non-performing asset value.

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Non-Accrual Loans:

The following table provides expanded detail of our non-accrual loans:

Non-Accrual Loans by Type:
(dollars in thousands)

	September 30, 2008				June 30, 2008				March 31, 2008				December 31, 2007
	Number		Dollar		Number		Dollar		Number		Dollar		Number		Dollar
	of Loans		Amount		of Loans		Amount		of Loans		Amount		of Loans		Amount
Residential lots/sub-division		49	$	49,959		12	$	26,542		2	$	576		3	$	7,824
Residential		7		2,597		11		5,122		7		2,605		1		810
Commercial (C&I)		11		3,335		5		717		2		45		1		41
Commercial real estate		6		5,306		3		2,436		2		1,165		2		1,173
Agricultural		2		1,994		2		59		2		59		1		17
Consumer		3		39		1		9		2		9		—		—
		78	$	63,230		34	$	34,885		17	$	4,459		8	$	9,865

As the year has progressed, our non-accrual loans have steadily increased with a significant increase noted in the quarter ended September 30, 2008. The increases noted throughout the year are directly related to the ongoing economic uncertainly and conditions surrounding the subprime lending crisis and slow down in residential real estate demand. As the more liberal mortgage products were eliminated from the market, the number of potential home buyers has declined, resulting in an inventory of new homes and residential lots that exceeds current demand. This excess inventory is driving down current market prices. The reduction in the sales of residential lots and homes has created cash flow difficulties for builders and developers, forcing them to turn to personal reserves to help meet loan repayment requirements and ongoing operating needs. Reserves have continued to dwindle and a number of them were exhausted during the second and third quarter of 2008, resulting in past due loans and difficultly meeting ongoing operating expenses. We have observed that this is a nationwide trend affecting many banks.

During the nine months ended September 30, 2008, the majority of the increase in non-accrual loans was centered in residential land development loans, including loans to build both speculative and presold homes. Approximately 64% of our non-accrual loans are lot development credits and 15% are for residential homes loans for a total of 79% related to residential construction projects. The remaining 21% of our non-accrual totals are from all other areas of our loan portfolio.

During the third quarter of 2008, several individual loans to residential developers were placed on non-accrual status when clients were no longer able to meet required interest or principal reduction payments. In September 2008, a number of the loans, primarily construction and land development loans were evaluated and considered to be collateral dependent. A loan is considered to be collateral dependent when the only source of repayment is from the liquidation of the underlying collateral. Due to the declining fair market measures, several of these loans had loan balances in excess of the estimated fair market value and were considered to be impaired. Based on our impairment analysis, we charged-off approximately $21.00 million of loans to reduce the balances to current fair value. Many of these loans will end up in foreclosure and OREO in the months to come.

Other Real Estate Owned (“OREO”):

As of September 30, 2008, six OREO properties comprised $5.62 million, or 8%, of total non-performing assets. Two of the six OREO properties totaled $4.52 million, or 80% of the OREO balance as of September 30, 2008.

The balance of OREO has fluctuated during the quarter ended September 30, 2008. The balance in OREO at the beginning of the quarter was $7.21 million. The reduction during the third quarter was the result of an impairment write-down totaling $1.97 million for two of the properties. The impairment write-down was a result of declining fair market values based on new appraisals or evaluations received during the third quarter. This reduction was partially off-set by the addition of two properties during the third quarter totaling $305 thousand.

We expect OREO properties will substantially increase for the remainder of 2008 and into 2009 as foreclosures take place on several of the land development projects currently on non-accrual status. To

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facilitate the management and timely liquidation of OREO properties, we formed an OREO committee in the second quarter of 2008 comprised of senior members of our real estate risk management, credit administration and risk management teams.

LIABILITIES

Our liabilities consist primarily of retail and wholesale deposits, interest accrued on deposits and notes payable. Retail deposits include all deposits obtained within our branch network and represent our primary source for funding loans. Wholesale liabilities include deposits obtained outside of our branch network, correspondent bank borrowings, borrowings from the Federal Home Loan Bank (“FHLB”) and federal funds purchased. We utilize wholesale liabilities to manage interest rate and liquidity risk. These funding sources support loan growth at times when loan growth outpaces retail deposit growth.

Deposits

We offer various deposit accounts, including non-interest bearing checking and interest bearing checking, savings, money market and certificates of deposit. The accounts vary as to terms, with principal differences being minimum balances required, length of time the funds must remain on deposit, interest rate and deposit or withdrawal options. Our goal remains to maximize our non-interest bearing demand deposits relative to other deposits and borrowings, in order to minimize our interest expense.

The following table presents the composition of our deposits:

Deposits:
(dollars in thousands)

	September 30, 2008					December 31, 2007					September 30, 2007
			Percent of					Percent of					Percent of
	Dollar Amount		Total			Dollar Amount		Total			Dollar Amount		Total
Non-interest bearing deposits	$	215,852		21	%	$	224,092		24	%	$	222,316		24	%
Interest bearing deposits		293,427		29	%		303,235		33	%		320,301		35	%
Savings deposits		34,421		3	%		35,784		4	%		36,762		4	%
Time certificates		471,369		47	%		359,782		39	%		337,767		37	%
Total deposits	$	1,015,069		100	%	$	922,893		100	%	$	917,146		100	%

Total deposits increased 10% since December 31, 2007. Non-interest bearing deposits decreased primarily due to lower deposit balances from customers affected by the real estate slowdown, as the need to utilize cash reserves increased. Interest bearing deposits decreased due to reductions noted in balances on deposit from a number of title companies, which trends in conjunction with residential home sales. Time certificates increased as a result of the increase in brokered certificates of deposits. Our investment in brokered certificate of deposit was a result of an effort to increase our cash position. See additional information surrounding our liquidity management in the section entitled “Liquidity Analysis” below.

Deposit totals are presented as of September 30, 2007 for comparative purposes because of the seasonal nature of our business. Compared to September 30, 2007, total deposits increased 11% primarily due to time certificate growth.

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The following table presents the maturities of all time certificates of deposit, including retail and wholesale time certificates of deposit, as of September 30, 2008:

	Time Certificates		Time Certificates
(dollars in thousands)	less than $100,000		greater than $100,000		Total
Three months or less	$	71,531	$	28,779	$	100,310
Over three through six months		76,219		19,456		95,675
Over six months through twelve months		102,794		26,820		129,614
Over twelve months through five years		139,400		6,149		145,549
Over five years		221		—		221
	$	390,165	$	81,204	$	471,369

The following table presents a comparison of wholesale deposit balances, which are included in total deposits and maturity tables shown above:

Wholesale Deposits:
(dollars in thousands)

	September 30,		December 31,		September 30,
	2008		2007		2007
Brokered certificates of deposit	$	234,382	$	144,467	$	115,587
Direct certificates of deposit		2,813		4,339		8,981
Mutual fund money market deposits		36,339		23,547		53,359
Out-of-market public funds		1,372		4,081		3,077
Certificate of deposit account registry system deposits		33,402		—		—
	$	308,308	$	176,434	$	181,004

Brokered certificates of deposit are obtained through intermediary brokers that sell the certificates on the open market. Direct certificates of deposit are obtained through a proprietary network that solicits deposits from other financial institutions or from public entities. Mutual fund money market deposits are obtained from an intermediary that provides cash sweep services to broker-dealers and clearing firms. Out-of-market public fund depositors typically expect higher interest rates consistent with other wholesale borrowings. Certificate of deposit account registry system (“CDARS”) deposits are obtained through a broker and represent certificates of deposits in other financial institutions for which we assume a portion, not to exceed $100,000 per certificate holder.

Brokered, direct certificates of deposit and CDARs deposits are classified as “Time certificates” on our balance sheet. Mutual fund money market deposits and out-of-market public funds are classified as “Interest bearing demand deposits” on our balance sheet.

As of September 30, 2008, maturities of brokered certificates of deposit ranged between 1 month and 60 months, including $21.00 million maturing during the remainder of 2008. Mutual fund money market deposits and out-of-market public funds are payable on demand.

See the “Liquidity Analysis” below for further discussion regarding the availability of brokered deposits and our planned liquidity strategies.

Federal Home Loan Bank Advances and Federal Funds Purchased

As of September 30, 2008, FHLB borrowings totaled $40.78 million, an increase of $35.35 million from the December 31, 2007 balance of $5.43 million and an increase of $34.74 million compared to the $6.04 million balance as of September 30, 2007. Since December 31, 2007, FHLB borrowings increased primarily due to new borrowings totaling $40.00 million at a weighted average interest rate of 2.87%.

The following table presents year-to-date FHLB balances and interest rates:

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FHLB Borrowings:
(dollars in thousands)

	September 30,			December 31,			September 30,
	2008			2007			2007
Amount outstanding at end of period	$	40,782		$	5,428		$	6,043
Weighted average interest rate at end of period		2.85	%		3.36	%		3.36	%
Maximum amount outstanding at any month-end and during the period	$	51,978		$	46,658		$	46,658
Average amount outstanding during the period	$	31,952		$	15,246		$	18,163
Weighted average interest rate during the period		2.86	%		4.29	%		4.39	%

We also use lines of credit at correspondent banks to purchase federal funds for short-term funding. Available borrowings under these lines of credit totaled $44.40 million as of September 30, 2008 and $64.40 million at December 31, 2007. There were no outstanding borrowings on these lines at September 30, 2008 or December 31, 2007. The available borrowing lines have been subsequently reduced, see further discussion in Note 5 of the consolidated financial statements and the “Liquidity Analysis” section below.

Trust Preferred Securities

In December 2002, Columbia formed Columbia Bancorp Trust I (“Trust”), a Delaware statutory business trust, for the purpose of issuing guaranteed undivided beneficial interests in junior subordinated debentures (“trust preferred securities”). In 2002, the Trust issued $4.00 million in trust preferred securities. The $4.12 million in debentures issued by Columbia as collateral for the trust preferred securities qualified as Tier 1 capital under guidance issued by the Board of Governors of the Federal Reserve System. Under the terms of the debenture, the debt was mandatorily redeemable on January 7, 2033, with an early redemption clause that required notification three months prior to the early termination date of January 7, 2008. In accordance with the agreement, Columbia chose to exercise its right to early redemption and provided notification in October 2007. In January 2008, we exercised our right to redeem the debentures resulting in the payment of principal and accrued interest totaling $4.21 million.

Off-Balance Sheet Items — Commitments/Letters of Credit

In the normal course of business to meet the financing needs of our customers, we are party to financial instruments with off-balance-sheet risk. These financial instruments include commitments to extend credit and the issuance of letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized on our balance sheet.

Our potential exposure to credit loss for commitments to extend credit and for letters of credit is limited to the contractual amount of those instruments. A credit loss would be triggered in the event of nonperformance by the other party. When extending off-balance sheet commitments and conditional obligations, we follow the same credit policies established for our on-balance-sheet instruments.

We may or may not require collateral or other security to support financial instruments with credit risk, depending on our loan underwriting guidelines. The following table presents a comparison of contract commitment amounts:

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Commitments:
(dollars in thousands)

	September 30,		December 31,		September 30,
	2008		2007		2007
Financial instruments whose contract amounts contain credit risk:
Commitments to extend credit	$	188,522	$	229,716	$	235,636
Commitments to originate loans held-for-sale		621		7,170		6,360
Undisbursed credit card lines of credit		—		24,618		23,708
Commercial and standby letters of credit		3,464		3,200		3,086
	$	192,607	$	264,704	$	268,790

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments may be cancelled or voided in the event of a violation of the loan covenants or material adverse change in the financial condition of the borrower. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn, total commitment amounts do not necessarily represent future cash requirements. Commitments to originate loans held-for-sale decreased due to our closure of the CRB Mortgage Team, and are expected to be exhausted by the end of the year. In part, the drop in commitments since September 2007 reflects management’s desire to reduce our activity in residential real estate development and construction loans. Commitments for undisbursed credit card lines of credit have been reduced to zero in conjunction with our sale of the credit card portfolio.

The amount of collateral obtained to secure a loan or commitment, if deemed necessary, is based on our credit evaluation of the borrower. The majority of commitments are secured by real estate or other types of qualifying collateral. Types of collateral vary, but may include accounts receivable, inventory, property and equipment and income-producing properties. Less than 10% of our commitments are unsecured.

Letters of credit are conditional commitments that we issue to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit parallels the risk involved in extending loans to customers. When considered necessary, we hold deposits, marketable securities, real estate or other assets as collateral for letters of credit.

The following table presents the distribution of commitments to extend credit classified by loan type as of September 30, 2008:

Commitments to Extend Credit:
(dollars in thousands)

	Dollar		Percent of
	Amount		Total
Commercial loans	$	86,377		46	%
Agricultural loans		30,278		16	%
Real estate loans		27,661		15	%
Real estate loans — construction		30,361		16	%
Consumer loans		13,710		7	%
States and political sub-divisions		135		—	%
	$	188,522		100	%

Although not a contractual commitment, we offer an overdraft protection product that allows certain deposit accounts to be overdrawn up to a set dollar limit before checks will be returned. As of September 30, 2008, commitments to extend credit for overdrafts totaled $12.53 million, which represents our estimated total exposure if every customer utilized the full amount of this protection at the same time.

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Year-to-date average usage outstanding was approximately 2% of the total exposure as of September 30, 2008, December 31, 2007 and September 30, 2007.

Commitments and Contingencies

During the ordinary course of business, we may become party to various legal proceedings. These matters have a high degree of uncertainty associated with them. There can be no assurance that the ultimate outcome will not differ materially from the assessment of them. There can be no assurance that all matters that may be brought against us are known to us at any point in time. We are not presently aware of any legal proceedings for which we are the defendant.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity Analysis

We have adopted policies to address our liquidity requirements, particularly with respect to customer needs for borrowing and deposit withdrawals. Our main sources of liquidity are customer deposits; sales of loans; sales and maturities of investment securities; overnight federal funds purchases; advances from the Federal Home Loan Bank; short-term borrowings from the Federal Reserve Discount Window; brokered certificates of deposit; and net cash provided by operating activities. Scheduled loan repayments are a relatively stable source of funds, whereas deposit inflows and unscheduled loan prepayments are variable and are often influenced by general interest rate levels, competing interest rates available on alternative investments, market competition, economic conditions and other factors.

Measurable liquid assets include: cash due from banks, excluding vault cash; interest bearing deposits with other banks; federal funds sold; held-to-maturity securities maturing within three months that are not pledged; and available-for-sale securities not pledged. Measurable liquid assets totaled $141.17 million, or 12% of total assets, as of September 30, 2008, compared to $87.51 million, or 8% of total assets, as of December 31, 2007.

As of September 30, 2008, we had federal funds line of credit agreements with six financial institutions and the Federal Reserve Bank of San Francisco. Maximum aggregate borrowings available under these credit lines totaled $49.18 million. These credit lines support short-term liquidity requirements and generally cannot be used for more than 1 to 30 consecutive business days, depending on the lending institution. During the three months ended September 2008, two financial institutions withdrew lines of credit totaling $30.00 million. Subsequent to September 30, 2008, three additional financial institutions withdrew lines of credit totaling $28.0 million. As of October 31, 2008, our maximum aggregate available borrowing lines totaled $16.40 million.

We have credit arrangements with the Federal Home Loan Bank of Seattle (“FHLB”) providing short-term and long-term borrowings collateralized by our FHLB stock and other instruments we may pledge. As of September 30, 2008, our maximum borrowing capacity totaled approximately $55.77 million with approximately $14.99 million available based on outstanding borrowings. Subsequent to September 30, 2008, our maximum borrowing capacity at the FHLB has reduced to $46.29 million, with approximately $9.56 million available based on outstanding borrowings, as of October 31, 2008.

During the nine months ended September 30, 2008, our liquidity was strained as loan growth outpaced retail deposit growth. As a result, we relied on wholesale borrowing sources to support loan growth and meet liquidity requirements. However, due to our current status as “adequately capitalized” we are limited in our involvement in brokered deposits, which are obtained through third parties, such as brokered certificates of deposits, certificate of deposit account registry system deposits, and other out-of-market deposits. As a result, the balance of certificate of deposits is expected to decline. In that light, we are working to reposition our balance sheet in order to decrease the ratio of loans to deposits. To accomplish this repositioning of our balance sheet, we plan to sell and participate loans to other financial institutions. In addition, we plan to be very selective in the renewal of loans at maturity and will likely decline loan renewals for borrowers who have violated loan terms, have poor repayment history or have other risk factors that we find unacceptable going forward.

The credit and financial crisis affecting financial institutions across the country may become more acute and may cause significant liquidity shortages. In our case, our liquidity may potentially be affected by the

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loss of lines of credit with other banks and by the rapid withdrawal of deposits. In response, we have accumulated a higher than normal level of liquid assets to prepare for these possibilities. More recently we have also pledged additional assets to FHLB and the Federal Reserve to increase our borrowing capacity. In addition, the increase in FDIC insurance limits from $100,000 to $250,000, along with the extension of FDIC coverage to all non-interest bearing transaction deposits is increasing our overall insured deposit balances.

Our statement of cash flows reports the net changes in our cash and cash equivalents by operating, investing and financing activities. Net cash provided by operating activities increased $4.29 million, or 32%, for the nine months ended September 30, 2008 compared to the same period in 2007. This was the net result of an increase in the provision for loan losses and higher funding of mortgages held-for-sale, offset by a decrease in net income.

Net cash used in investing activities increased $11.54 million, or 17%, for the nine months ended September 30, 2008 compared to the same period in 2007. The increase was primarily the result of an increase in loan growth during the nine months ended September 30, 2008, compared to the same period in 2007, offset by net proceeds from maturity or sale of investment securities.

Net cash provided by financing activities increased $128.27 million, or 1569% for the nine months ended September 30, 2008 compared to the same period in 2007. The increase was primarily due to increases in time certificates of deposit, which is attributable to the increase in wholesale time certificates, and long-term and short-term borrowings during the nine months ended September 30, 2008.

As noted in our section entitled “Deposits” during the fourth quarter of 2008 we have a total of $100.3 million of time certificates of deposit maturing. This total is partially comprised of brokered certificates of deposit, representing $21.00 million of the total, which we will not be able to retain. The remaining $79.30 million of maturing time certificates of deposit are retail deposits. We are actively working to retain those deposits, one of our strategies is to provide a competitive rate to attract new customers and retain those who are reaching maturity. In the event that we see rate sensitive attrition on these deposits, we will rely upon our borrowing capacity to supplement our cash position.

Shareholders’ Equity

As of September 30, 2008 and December 31, 2007, shareholders’ equity totaled $88.25 and $102.24, respectively.

All capital management options are being analyzed, including the capital-raising initiative recently outlined in the TARP capital program and an evaluation of our balance sheet structure. In addition we have taken steps to preserve capital including the reduction of the quarterly dividend from $0.10 per share as of March 31, 2008, to $0.01 per share as of June 30, 2008, and the suspension of the dividend for the current and near-term quarters.

Capital Requirements and Ratios

The Federal Reserve Board (“FRB”) and the Federal Deposit Insurance Corporation (“FDIC”) have established minimum requirements for capital adequacy for bank holding companies and member banks. The requirements address both risk-based capital and leveraged capital. The regulatory agencies may establish higher minimum requirements if, for example, a corporation has previously received special attention or has a high susceptibility to interest rate risk.

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The following table presents our capital ratios as compared to regulatory minimums:

Capital Ratios:

				Well-			September 30, 2008			December 31, 2007
	Minimum			Capitalized			Actual Ratio			Actual Ratio
Total risk-based capital
Columbia Bancorp		8.00	%		N/A			8.71	%		11.76	%
Columbia River Bank		8.00	%		10.00	%		8.50	%		11.23	%
Tier 1 risk-based capital
Columbia Bancorp		4.00	%		N/A			7.46	%		10.51	%
Columbia River Bank		4.00	%		6.00	%		7.24	%		9.98	%
Leverage ratio
Columbia Bancorp		4.00	%		N/A			6.23	%		9.75	%
Columbia River Bank		4.00	%		5.00	%		6.60	%		9.26	%

We intend to return to “well-capitalized” by regulatory definition, and we plan to consider all options, including, raising capital, to do so. All other capital management options are being analyzed, including an evaluation of our balance sheet structure. Steps taken to preserve capital include the reduction in force, which is expected to decrease our salary and benefit expense on a go-forward basis, a discontinuation of quarterly dividends, and the elimination of Board of Director fees for the remainder of 2008.

Stock Repurchase Plan

The repurchase plan authorized us to repurchase common stock in an amount up to $1.50 million expired on June 30, 2008 and was not renewed by the Board of Directors. During the nine months ended September 30, 2008, we did not repurchase any stock under a stock repurchase plan. In August 2008, we repurchased shares following the vesting of stock awards based on employee elections to redeem shares to cover tax withholding obligations.

The following table presents all stock repurchases during the three months ended September 30, 2008:

Stock Repurchases:

	Total Number of
	Shares		Average Price
	Purchased(1)		Paid per Share
July 2008		—	$	—
August 2008		547		4.34
September 2008		—		—
Three months ended
September 30, 2008		547	$	4.34

⁽¹⁾ Purchase of shares in August 2008 was pursuant to vesting of stock awards.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk Management

In the banking industry, a major risk involves changing interest rates, which can have a significant impact on our profitability. We manage exposure to changes in interest rates through asset and liability management activities within the guidelines established by our Asset Liability Committees (“ALCO”). We have two levels of ALCO oversight and management: Management ALCO, which meets monthly, and Board ALCO, which meets quarterly. Our Board ALCO has responsibility for establishing the tolerances and monitoring compliance with asset-liability management policies, including interest rate risk exposure, capital position, liquidity management and the investment portfolio. Our Management ALCO has responsibility to manage the daily activities necessary to ensure compliance with asset-liability management policies and tolerances. Board ALCO minutes are provided to the Board of Directors for review and approval.

Asset-liability management simulation models are used to measure interest rate risk. The models quantify interest rate risk through simulating forecasted net interest income and the economic value of equity over a 12-month forward-looking time line under various rate scenarios. The economic value of equity is defined as the difference between the market value of current assets less the market value of liabilities. By measuring the change in the present value of equity under different rate scenarios, we identify interest rate risk that may not be evident in simulating changes in the forecasted net interest income.

The table below shows the simulated percentage change in forecasted net interest income and the economic value of equity based on changes in the interest rate environment as of September 30, 2008. The change in interest rates assumes an immediate, parallel and sustained shift in the base interest rate forecast. Through these simulations, we estimate the impact on net interest income and present value of equity based on a 100 and 300 basis point upward and downward gradual change of market interest rates over a one-year period. The analysis did not allow rates to fall below zero.

	Percent Change			Percent change in
	in Net Interest			Present Value of
Change in Interest Rates	Income			Equity
-200		-6.85	%		-1.18	%
-100		-3.69	%		-0.47	%
+100		3.77	%		-0.03	%
+200		10.41	%		1.11	%
+300		17.48	%		2.57	%

As illustrated in the above table, our balance sheet is currently asset sensitive, meaning that interest earning assets mature or re-price more frequently than interest bearing liabilities in a given period. Therefore, according to the model, net interest income should increase slightly when rates increase and shrink somewhat when rates fall in an interest rate shift that is parallel across all terms of the yield curve. This is primarily a result of the concentration of variable rate and short-term commercial loans in our portfolio.

The simulation model does not take into account future management actions that could be undertaken, should a change occur in actual market interest rates. Also, assumptions underlying the modeling simulation may have significant impact on the results. These include assumptions regarding the level of interest rates and balance changes of deposit products that do not have stated maturities. These assumptions have been developed through a combination of industry standards and historical pricing behavior and modeled for future expectations. The model also includes assumptions about changes in the composition or mix of the balance sheet. Results derived from the simulation model could vary significantly due to external factors such as changes in prepayment assumptions, early withdrawals of deposits and unforeseen competitive factors.

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ITEM 4. CONTROLS AND PROCEDURES

Columbia’s management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, to the best of their knowledge, as of the end of the period covered by this quarterly report, the disclosure controls and procedures are effective in ensuring all material information required to be filed in this quarterly report has been made known to them in a timely fashion.

There were no changes in Columbia’s internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are likely to materially affect, Columbia’s internal control over financial reporting.

PART II. — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

During the normal course of its business, Columbia is a party to various debtor-creditor legal actions, which individually or in the aggregate, could be material to Columbia’s business, operations or financial condition. These include cases filed as a plaintiff in collection and foreclosure cases, and the enforcement of creditors’ rights in bankruptcy proceedings. Management is not presently aware of any legal proceedings for which we are the defendant.

ITEM 1A. RISK FACTORS

RISK FACTORS

Our past experience may not be indicative of future performance, and as noted elsewhere in this report, we have included forward-looking statements about our business, plans and prospects that are subject to change. Forward-looking statements are particularly located in, but not limited to, the sections “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In addition to the other risks or uncertainties contained in this report, the following risks may affect our operating results, financial condition and cash flows. If any of these risks occur, either alone or in combination with other factors, our business, financial condition or operating results could be adversely affected. Moreover, readers should note this is not an exhaustive list of the risks we face; some risks are unknown or not quantifiable, and other risks that we currently perceive as immaterial may ultimately prove more significant than expected. Statements about plans, predictions or expectations should not be construed to be assurances of performance or promises to take a given course of action.

Risks Relating to our Company

We are operating under certain regulatory restrictions that may further impair our revenues, operating income and financial condition.

We operate in a highly regulated industry and are subject to examination, supervision, and comprehensive regulation by the Oregon Division of Finance and Corporate Securities (“DFCS”), the FDIC, and the Federal Reserve Board. Our compliance with these regulations is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits, access to capital and brokered deposits and locations of banking offices. If we are unable to meet these regulatory requirements, our financial condition, liquidity and results of operations would be materially and adversely affected.

We must also meet regulatory capital requirements imposed by our regulators. An inability to meet these capital requirements would result in numerous mandatory supervisory actions and additional regulatory

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restrictions, and could have a negative impact on our financial condition, liquidity and results of operations. At September 30, 2008, we were “adequately capitalized” by regulatory definition. This designation affects our eligibility for a streamlined review process for acquisition proposals as well as our ability to accept brokered deposits without the prior approval of the FDIC. If we do not remain “adequately capitalized” we would be subject to further restrictions, including restrictions on our ability to make capital distributions and our ability to grow.

Failure to meet capital requirements imposed by certain regulatory restrictions will have a negative impact on our financial conditions, liquidity and results of operations.

We are subject to regulatory capital guidelines, which are used to evaluate our capital adequacy based primarily on the regulatory weighting for credit risk associated with certain balance sheet assets and certain off-balance sheet exposures such as unfunded loan commitments and letters of credit. To be “adequately capitalized” we must have a Tier 1 capital ratio of at least 4%, a combined Tier 1 and Tier 2 risk-based capital ratio of at least 8%, and a leverage ratio of at least 4%, and not be subject to a directive, order, or written agreement to meet and maintain specific capital levels. To be “well-capitalized” we must have a Tier 1 ratio of at least 6%, a combined Tier 1 and Tier 2 risk-based capital ratio of at least 10%, and a leverage ratio of at least 5%, and not be subject to a directive, order, or written agreement to meet and maintain specific capital levels. If we are unable to meet these capital and other regulatory requirements, our financial condition, liquidity, and results of operations would be materially and adversely affected.

Federal banking regulators are required to take prompt corrective action if an insured depository institution fails to satisfy certain minimum capital requirements, including a leverage limit, a risk-based capital requirement, and any other measure of capital deemed appropriate by the federal banking regulator for measuring the capital adequacy of an insured depository institution. At September 30, 2008, we were deemed “adequately capitalized” by regulatory definition.

Our inability to remain “adequately capitalized” in the future would result in numerous mandatory supervisory actions and additional regulatory restrictions, including restrictions on our ability to make capital distributions, our ability to grow, our ability to raise deposits (particularly in the wholesale market) and could negatively impact the manner in which we are regulated by state and federal banking regulators. As of September 30, 2008 our primary sources for liquidity are from retail deposits and available borrowings at the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Board (“FRB”).

Liquidity risk could impair our ability to fund operations and jeopardize our financial condition.

Liquidity is essential to our business. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. Our access to funding sources in amounts adequate to finance our activities or on terms which are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general, including a decrease in the level of our business activity as a result of the downturn in the Washington or Oregon markets in which our loans are concentrated or adverse regulatory action against us. Our ability to borrow could also be impaired by factors not specific to us, such as a disruption in the financial markets or negative views and expectations about the prospects for the financial services industry in light of the recent turmoil faced by banking organizations and the continued deterioration in credit markets.

Our liquidity may be impaired due to sharp declines in retail deposit balances or inability to access wholesale liability sources.

Liquidity measures our ability to meet loan demand and deposit withdrawals and to service liabilities as they come due. Our liquidity is primarily dependent on retail deposits gathered from our branch network and wholesale liability sources. During 2007 and 2008, retail deposit growth slowed significantly due to the general economic downturn and competition from other financial institutions. As a result, our liquidity management has become more dependent on wholesale liabilities. Wholesale liability sources include correspondent banks, the Federal Home Loan Bank, deposit brokers and other institutional depositors. In the event our customers were to lose confidence in our ability to remain solvent, we may experience a rapid decline in retail deposits. This could force us to borrow heavily from the FHLB and FRB, or if more pronounced, may require us to seek protection from the Federal Deposit Insurance Corporation.

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Depending on the funding source, our access to wholesale liabilities is limited by various factors. These factors include our financial performance, the level of assets that can be pledged to borrowing sources and our credit ratings calculated by external rating agencies. One independent rating agency, the Institutional Deposit Corporation (“IDC”), rates banks for safety and soundness. We expect our IDC rating will decrease in the third quarter of 2008 due to a higher provision for loan losses. Our access to brokered deposit markets may be significantly limited if our IDC rating decreases. Moreover, correspondent banks have reduced their letters of credit overall and a lower IDC rating may cause correspondent banks to cancel or reduce amounts available on our lines of credit. A decline in our IDC rating will impair our liquidity, which will have an adverse effect on our operating income and financial condition.

Recent and continuing adverse developments in the financial industry and the domestic and international credit markets may further affect our operations and results and the value of our common stock.

The national and global economic downturn has recently resulted in unprecedented levels of financial market volatility which may depress overall the market value of financial institutions, limit access to capital, or have a material adverse effect on the financial condition or results of operations of banking companies in general and the Company in particular. As a result of this “credit crunch,” commercial as well as consumer loan portfolio performances have deteriorated at many institutions and the competition for deposits and quality loans has increased significantly. In addition, the values of real estate collateral supporting many commercial loans and home mortgages have declined and may continue to decline. Bank and bank holding company stock prices have been negatively affected, as has the ability of banks and bank holding companies to raise capital or borrow in the debt markets. As a result, there is a potential for new federal or state laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies are expected to be very aggressive in responding to concerns and trends identified in examinations, including the expected issuance of many formal enforcement orders. Negative developments in the financial industry and the domestic and international credit markets, and the impact of new legislation in response to such developments, may negatively impact our operations by restricting our business operations, including our ability to originate or sell loans, and may adversely impact our financial performance and the value of our common stock. In addition, the possible duration and severity of the adverse economic cycle is unknown and may exacerbate the Company’s exposure to credit risk. Treasury and FDIC programs have been initiated to address economic stabilization, yet the efficacy of these programs in stabilizing the economy and the banking system at large are uncertain. Details as to the Company’s participation or access to such programs and their subsequent impact on the Company also remain uncertain.

Our allowance for loan losses is based on significant estimates and may be inadequate to cover actual losses.

We are exposed to the risk that our customers will be unable to repay their loans in a timely fashion and that collateral securing the payment of loans may be insufficient to ensure timely repayment. Borrowers’ inability to timely repay their loans could erode our bank’s earnings and capital. Our allowance for loan losses represents our best estimate of probable losses inherent in our loan portfolio. Estimation of the allowance requires us to make various assumptions and judgments about the collectability of loans in our portfolio. These assumptions and judgments include historical loan loss experience, current credit profiles of our borrowers, adverse situations that have occurred that may affect a borrower’s ability to meet his financial obligations, the estimated value of underlying collateral and general economic conditions. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. The amount of future loan losses is susceptible to changes in economic, operating, and other conditions that may be beyond our control. Because our assumptions and judgments may not adequately predict future loan losses, actual loan losses may be significantly higher than provided for in the allowance. In these cases, we would be required to recognize higher provisions for loan losses, which would decrease our net income and negatively impact our results of operations.

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Banking industry regulators may require us to recognize additional loan losses based on their examination and review of our business.

Representatives of the Federal Reserve Board, the FDIC, and the DFCS, our principal regulators, have publicly expressed concerns about the banking industry’s lending practices and have particularly noted concerns about real estate-secured lending. Further, state and federal regulatory agencies, as an integral part of their examination process, review our loans and our allowance for loan losses. As a result of examination, we might be required to recognize additional provisions for loan losses or charge-off selected loans. Any additional provision for loan losses or charge-off of loans would adversely impact our results of operations and financial condition.

Our loan portfolio is heavily concentrated in real estate lending and much of that portfolio is collateralized only by real estate mortgages. As a result of this concentration and an overall decline in real estate markets generally, and particularly in our geographic markets, we may face greater than average exposure to loan losses.

In the past, we have focused a substantial portion of our lending business on residential and commercial construction lending and in commercial leased or owner-occupied real property. A substantial majority of our loan portfolio is secured by mortgages on real property. Real estate lending is accompanied by two specific risks: the risk that real estate developers and builders (in the case of construction real estate) and business owners (in the case of leased and owner-occupied commercial real estate) cannot generate cash flows sufficient to repay their loans in a timely manner, and the risk that the underlying collateral may decline in value, increasing the risk that we may be unable to recover the full value of any defaulted loans by foreclosing on the real estate that secures the loans.

During 2008, and in the third quarter in particular, we have experienced significant increases in non-performing assets relating to our real estate lending, primarily in residential sub division projects. We could see an increase in non-performing assets if more borrowers fail to perform according to loan terms and if we take possession of real estate properties. If these effects continue or become more pronounced, loan losses may increase more than we expect and our financial condition and results of operations may be adversely impacted.

Our earnings may be impacted negatively by changes in market interest rates.

Our profitability depends in large part on our net interest income, which is the difference between interest income from interest-earning assets, such as loans and securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. Changes in market interest rates affect the demand for new loans, the credit profile of existing loans, rates received on loans and securities, and rates paid on deposits and borrowings. Based on our current volume and mix of interest bearing liabilities and interest earning assets, net interest spread could generally be expected to increase during times when interest rates rise and, conversely, to decline during times of falling interest rates. Our net interest income will be adversely affected if the market interest rate changes such that the interest we earn on loans and investments decreases faster than the interest we pay on deposits and borrowings. We manage our interest rate risk exposure by monitoring the re-pricing frequency of our rate-sensitive assets and rate-sensitive liabilities over any given period.

Because of the differences in maturities and repricing characteristics of our interest-earning assets and interest-bearing liabilities, changes in interest rates do not produce equivalent changes in interest income earned on interest-earning assets and interest paid on interest-bearing liabilities. Accordingly, fluctuations in interest rates could adversely affect our net interest income and, in turn, our profitability. In addition, loan volumes are affected by market interest rates on loans. Interest rates also affect how much money we can lend. When interest rates rise, the cost of borrowing increases. Accordingly, changes in market interest rates could materially and adversely affect our net interest income, asset quality, and loan origination volume.

If conditions in non-real estate sectors of the economy worsen, we may experience an increase in loan delinquencies and losses in other parts of our portfolio.

During 2008, loan losses have been centered in real estate construction and development loans. Ongoing weakness in the residential real estate market or other unexpected events may cause other areas of the

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economy to falter. In particular, the effects of higher unemployment, declining consumer confidence and difficulties in other non-real estate sectors of the economy may stress other parts of our loan portfolio not currently experiencing problems. This may result in a higher level of non-accrual loans and loan losses in these parts of the portfolio, which would negatively impact our results of operations and financial condition.

The Company May Be Adversely Effected By The FDIC’s Recently Announced Temporary Liquidity Guarantee Program

Due to recent bank failures, the FDIC insurance fund reserve ratio has fallen below 1.15 percent, the statutory minimum. The FDIC has developed a proposed restoration plan that will uniformly increase insurance assessments by 7 basis points (annualized). The plan also proposes changes to the deposit insurance assessment system requiring riskier institutions to pay a larger share. An increase in premium assessments would increase the Company’s expenses.

The Emergency Economic Stabilization Act of 2008 included a provision for an increase in the amount of deposits insured by the Federal Deposit Insurance Corporation (FDIC) to $250,000. On October 14, 2008, the FDIC announced a new program — the Temporary Liquidity Guarantee Program that provides unlimited deposit insurance on funds in noninterest-bearing transaction deposit accounts not otherwise covered by the existing deposit insurance limit of $250,000. All eligible institutions will be covered under the program for the first 30 days without incurring any costs. After the initial period, participating institutions will be assessed a 10 basis point surcharge on the additional insured deposits. The behavior of depositors in regard to the level of FDIC insurance could cause our existing customers to reduce the amount of deposits held at the Bank, and could cause new customers to open deposit accounts at the Bank. The level and composition of the Bank’s deposit portfolio directly impacts the Bank’s funding cost and net interest margin. The Federal Reserve Bank has been providing vast amounts of liquidity into the banking system to compensate for weaknesses in short-term borrowing markets and other capital markets. A reduction in the Federal Reserve’s activities or capacity could reduce liquidity in the markets, thereby increasing funding costs to the Bank or reducing the availability of funds to the Bank to finance its existing operations. In the event that the Bank’s funding costs are increased or the availability of funds from the Federal Reserve is reduced it could have a negative material effect on the Company’s earnings and results of operations.

We are subject to federal and state regulations which undergo frequent and often significant changes.

Federal and state regulation of financial institutions is designed primarily to protect depositors, borrowers and shareholders. These regulations can sometimes impose significant limitations on our operations. Moreover, federal and state banking laws and regulations undergo frequent and often significant changes and have been subject to significant change in recent years, sometimes retroactively applied, and may change significantly in the future. Changes in laws and regulations may affect our cost of doing business, limit our permissible activities (including insurance and securities activities), or our competitive position in relation to credit unions, savings associations and other financial institutions. These changes could also reduce federal deposit insurance coverage, broaden the powers or geographic range of financial holding companies, alter the taxation of financial institutions and change the structure and jurisdiction of various regulatory agencies.

Federal monetary policy, particularly as implemented through the Federal Reserve System, can significantly affect credit availability. Other federal legislation such as the Sarbanes-Oxley Act can dramatically shift resources and costs to ensure adequate compliance. The effect of laws and regulations may have an adverse impact on our business, financial condition and results of operations.

A significant decline in the market value of our company may result in an impairment of goodwill.

Columbia has a recorded balance of $7.39 million in goodwill associated with its acquisition of Valley Community Bancorp in 1998. Accounting standards require us to evaluate goodwill for impairment and to write down the goodwill if the business unit associated with the goodwill cannot sustain the value attributed to it. Over the last several months, our common stock has been trading below our book value per share. As a result of this and due to the current economic environment, we hired a third party valuation specialist to assist us in evaluating whether our goodwill was impaired as of September 30,

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2008. While no impairment was considered necessary as of September 30, 2008, further declines in market value, or other factors, could result in a need for impairment in future quarters. A write-down of goodwill due to impairment would adversely impact our results of operations and financial condition. However, a write-down would not have an impact on regulatory capital ratios, as goodwill is excluded from the calculation.

The weakened housing market may result in a decline in fair value of Other Real Estate Owned (“OREO”).

In recent months we have foreclosed on certain real estate development loans and have taken possession of several residential subdivision properties. OREO is initially recorded at its estimated fair value less costs to sell. Because of the weak housing market and declining land values, we may incur losses to write-down OREO to new fair values or losses from the final sale of properties. Moreover, our ability to sell OREO properties is affected by public perception that banks are inclined to accept large discounts from market value in order to quickly liquidate properties. Write-downs on OREO or an inability to sell OREO properties will have a material adverse effect on our results of operations and financial conditions.

We are a holding company and depend on our subsidiaries for dividends, distributions and other payments.

We are a separate and distinct legal entity from our banking subsidiary, Columbia River Bank, and depend on dividends, distributions and other payments from the Bank to fund any cash dividend payments on our common stock and to fund payments on our other obligations. The Bank is subject to laws and regulations that restrict, or authorize regulatory bodies to restrict or reduce, the flow of funds from the Bank to us. Restrictions of that kind could impede access to funds we need to make dividend payments on our common stock, or payments on our other obligations. Furthermore, our right to participate in a distribution of assets upon a subsidiary’s liquidation or reorganization is subject to the prior claims of the subsidiary’s creditors.

There are regulatory and contractual limitations that may limit or prevent us from paying dividends on the common stock and we may limit or eliminate our dividends to shareholders.

As a bank holding company, our ability to declare and pay dividends is dependent on certain federal regulatory considerations. We are an entity separate and distinct from our subsidiary, Columbia River Bank, and derive substantially all of our revenue in the form of dividends from the Bank. Accordingly, we are dependent upon dividends from the Bank to pay the principal of and interest on its indebtedness, to satisfy its other cash needs and to pay dividends on its common stock. The Bank’s ability to pay dividends is subject to its ability to earn net income and to meet certain regulatory requirements. In the event the Bank is unable to pay dividends to us, we may not be able to service our debt, pay our obligations or pay dividends on our common stock. In addition, our right to participate in a distribution of assets upon the Bank’s liquidation or reorganization is subject to the prior claims of the Bank’s creditors.

Our board of directors regularly reviews our dividend policy in light of current economic conditions for financial institutions as well as our capital needs. On a quarterly basis, the board of directors determines whether a dividend will be paid and in what amount. No assurance can be given concerning dividend payments in future periods.

Our business operations are geographically concentrated in Oregon and Washington and our business is sensitive to the economic conditions of those areas.

Substantially all of our business is derived from a twelve—county area in northern and central Oregon and southern and central Washington. The communities we serve typically have population bases of 20,000 to 250,000, and have traditionally created employment opportunities in the areas of agriculture, timber, electrical power generation, light manufacturing, construction and transportation. While we have built our expansion strategy around these growing and diverse geographic markets, our business is and will remain sensitive to economic factors that relate to these industries and local and regional business conditions. As a result, local or regional economic downturns, or downturns that disproportionately affect one or more of the key industries in regions we serve, may have a more pronounced effect upon our business than they might on an institution that is more geographically diversified. The extent of the future

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impact of these events on economic and business conditions cannot be predicted; however, prolonged or acute fluctuations could have a material and adverse impact upon our results of operation and financial condition.

The financial services business is intensely competitive and our success will depend on our ability to compete effectively.

The financial services business has become increasingly competitive due to changes in regulation, technological advances, and the accelerating pace of consolidation among financial services providers. We face competition both in attracting deposits and in originating loans. We compete for loans principally based on the efficiency and quality of our service and also based on pricing of interest rates and loan fees. Some of the financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on bank holding companies and federally insured state-chartered banks, national banks and federal savings institutions. As a result, these non-bank competitors have certain advantages over us in accessing funding and in providing various services. Some of these competitors are subject to similar regulation but have the advantages of larger established client bases, higher lending limits, no federal income or state franchise taxation, extensive branch networks, numerous ATMs, greater advertising-marketing budgets and other factors. Increasing levels of competition in the banking and financial services industries may limit our ability to attract new customers, reduce our market share or cause the prices charged for our services to fall. Our future growth and success will depend on our ability to compete effectively in this highly competitive financial services environment.

We rely heavily on our management team and the unexpected loss of any of those personnel could adversely affect our operations; we depend on our ability to attract and retain key personnel.

We are a client-focused and relationship-driven organization. We expect our future success to be driven in large part by the relationships maintained with our clients by our executives and senior lending officers. We have entered into employment agreements with several members of senior management. The existence of such agreements, however, does not necessarily ensure that we will be able to continue to retain their services. The unexpected loss of key employees could have a material adverse effect on our business and possibly result in reduced revenues and earnings.

Our future success will also require us to continue to attract, hire, motivate and retain skilled personnel to develop new client relationships as well as new financial products and services. Many experienced banking professionals employed by our competitors are covered by agreements not to compete or solicit their existing clients if they were to leave their current employment. These agreements make the recruitment of these professionals more difficult. The market for these resources is competitive, and we cannot assure you that we will be successful in attracting, hiring, motivating or retaining them.

Our ability to operate profitably may depend on our ability to implement various technologies into our operations.

The market for financial services, including banking services and consumer finance services is increasingly affected by advances in technology, including developments in telecommunications, data processing, computers, automation, and internet-based banking. Our ability to compete successfully in our markets may depend on the extent to which we are able to exploit such technological changes. If we are not able to afford such technologies, properly or timely anticipate or implement such technologies, or properly train our staff to use such technologies, our business, financial condition or operating results could be adversely affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

10.1	Credit Card Account Purchase Agreement
10.2	Interim Servicing Agreement
10.3	Joint Marketing Agreement
31.1	Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2	Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1	Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
32.2	Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

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SIGNATURES

Pursuant to the requirements 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.

COLUMBIA BANCORP

Dated: November 10, 2008	/s/ Terry Cochran
	Terry L. Cochran
	President and Chief Executive Officer
	(Principal Executive Officer)

Dated: November 10, 2008	/s/ Staci L. Coburn
	Staci L. Coburn
	Chief Financial Officer
	(Principal Financial Officer)

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