Banner Corporation Reports Third Quarter Profits of $10 Million; Loans Increase 25 Percent and Deposits Increase 31 Percent


WALLA WALLA, Wash., Oct. 25, 2007 (PRIME NEWSWIRE) -- Banner Corporation (Nasdaq:BANR), the parent company of Banner Bank and Islanders Bank, today reported that substantial loan and deposit growth, both internal and through acquisition, as well as a substantial net change in the value of financial instruments carried at fair value, contributed to higher third quarter profits. In the quarter ended September 30, 2007, net income was $10.0 million, or $0.64 per diluted share, compared to $8.0 million, or $0.65 per diluted share, in the third quarter of 2006. For the first nine months of this year, net income increased 3% to $24.9 million, or $1.73 per diluted share, compared to $24.2 million, or $1.98 per diluted share, in the first nine months of 2006.

"Banner has posted a solid quarter following its basic banking strategy of growing high-quality earning assets funded by low-cost deposits," said D. Michael Jones, President and Chief Executive Officer. "While growth slowed in the current quarter, our larger balance sheet and expanded franchise is producing substantially more revenue than a year ago and, although this quarter was burdened with abnormally high operating expenses, primarily due to the costs of absorbing and converting systems at banks acquired in the second quarter of this year, we are confident that this strategy will deliver consistent earnings growth over time. Our continuing focus on credit quality is important to our results. Although we share others' concerns about deterioration in the national housing market, we have not engaged in any sub-prime lending and our credit quality remains acceptable. Also, during the quarter we strengthened our capital position by issuing an additional $25.8 million of trust preferred securities at pricing very favorable to Banner.

"Through our aggressive franchise expansion, we have added 18 new branches through acquisition, opened 19 new branches and relocated eight others in the last three years. Most recently, we opened branches in Tualatin, Oregon and Bellingham, Washington, and on October 10, 2007, we closed our acquisition of NCW Community Bank of Wenatchee, Washington. NCW Community Bank had approximately $99 million in assets, $91 million in total loans and $89 million in deposit balances at September 30, 2007. We have three additional branches scheduled to open this year; however, we are rapidly reaching a size in terms of number of branches that will generate deposit growth sufficient to fund our expected loan growth and pay off FHLB borrowings. As a result, we anticipate that we will slow down our de novo branch expansion program to a more moderate pace beginning in 2008."

In the third quarter, Banner's net income included net gains of $3.1 million ($2.0 million after tax) as a result of changes in the valuation of financial instruments carried at fair value in accordance with the adoption of Statement of Financial Accounting Standards (SFAS) No. 159 and SFAS No. 157. Excluding fair value adjustments, third quarter net income from recurring operations was $8.0 million, or $0.51 per diluted share, compared to $8.0 million, or $0.65 per diluted share in the third quarter of 2006. For the first nine months of 2007, excluding fair value adjustments as well as the insurance recovery received in the second quarter of 2006, net income increased 13% to $23.4 million, or $1.62 per diluted share, compared to $20.7 million, or $1.70 per diluted share, in the first nine months of 2006. See the footnote below and "Pro Forma Disclosures Excluding Fair Value Adjustments and 2006 Insurance Recovery."

Third Quarter 2007 Highlights (compared to third quarter 2006)



    * Net income, excluding fair value adjustments, was $8.0 million,
      or $0.51 per diluted share, compared to $8.0 million, or $0.65
      per diluted share, a year ago.*
    * Net interest income before provision for loan losses grew 25%
      to $40.7 million.
    * Revenues advanced 26% to $48.1 million, excluding fair value
      adjustments.
    * Total deposits increased 31% to $3.60 billion.
    * Loans increased 25% to $3.58 billion.
    * Credit quality remains acceptable with non-performing assets
      representing 0.54% of total assets and net charge-offs at just
      0.01% of average loans.
    * Issuance of $25.8 million of junior subordinated debentures
      (trust preferred securities) strengthened capital position.

*Earnings information excluding the fair value adjustments and the insurance recovery (net income from recurring operations) represent non-GAAP (Generally Accepted Accounting Principles) financial measures. Management has presented these non-GAAP financial measures in this earnings release because it believes that they provide more useful and comparative information to assess trends in the Company's core operations reflected in the current quarter and year-to-date results. Where applicable, the Company has also presented comparable earnings information using GAAP financial measures.

Credit Quality

"Asset quality remains an important focus for us and we place a strong emphasis on maintaining our credit standards in a highly competitive market," Jones said. "We apply a disciplined approach in monitoring for signs of loan quality deterioration. While our local economies remain strong and Banner Bank has not engaged in any sub-prime lending, we have seen an increase in non-performing loans. This increase was not unexpected, however, and net charge-offs have remained low and our reserve levels appropriate." Banner added $1.5 million to its provision for loan losses in the third quarter, compared to $1.0 million in the third quarter a year ago. The allowance for loan losses at quarter-end totaled $44.2 million, representing 1.22% of total loans outstanding. Non-performing assets were $23.2 million, or 0.54% of total assets, at September 30, 2007, compared to $14.9 million, or 0.35% of total assets at June 30, 2007 and $12.4 million, or 0.36% of total assets, at September 30, 2006. Banner's net charge-offs in the third quarter totaled $536,000.

Income Statement Review

"Despite the recent decrease in the Prime Rate, our net interest margin was essentially unchanged from the previous quarter and, reflecting an improved asset/liability mix, was eleven basis points higher than the same quarter a year ago," said Jones. "While there is currently pressure on asset yields, we expect our net interest margin to remain stable during the next few quarters as we benefit from the improved funding base generated by our branch growth and acquisition initiatives. We also believe the Northwest economy, although slowing slightly, will continue to afford us good growth opportunities." Banner's net interest margin was 4.10% for the third quarter of 2007, compared to 4.11% in the proceeding quarter and 3.99% for the quarter ended September 30, 2006. Funding costs for the quarter ended September 30, 2007 decreased six basis points compared to the previous quarter and decreased four basis points from the third quarter a year earlier, while asset yields decreased five basis points from the prior linked quarter but increased six basis points from the comparable quarter a year ago.

In the third quarter, net interest income before the provision for loan losses increased 25% to $40.7 million, compared to $32.7 million in the same quarter a year ago, reflecting the Company's larger earning asset base. Year-to-date, net interest income before the provision for loan losses increased 18% to $111.0 million, compared to $93.8 million for the first nine months of 2006. Banner's net interest margin for the nine months year-to-date was 4.06%, compared to 4.11% for the first nine months of 2006.

Revenues (net interest income before the provision for loan losses plus other operating income) excluding fair value adjustments increased 26% to $48.1 million in the third quarter, from $38.1 million in the third quarter last year. Revenues increased 20% to $130.5 million, excluding fair value adjustments, in the first nine months of 2007, compared to $108.7 million in the same period a year ago.

Total other operating income, excluding fair value adjustments, for the third quarter increased 37% to $7.5 million, compared to $5.4 million for the same quarter a year ago. For the first nine months of 2007, total other operating income increased 30% to $19.5 million, excluding fair value adjustments, compared to $14.9 million in the first nine months of 2006. Income from deposit fees and other service charges increased 56% to $4.8 million in the third quarter, compared to $3.0 million for the same period in 2006. Income from mortgage banking operations increased 2% from the third quarter of 2006 and was essentially equal to the prior quarter, reflecting similar levels of production despite the slowing housing markets. Net fair value adjustments as a result of changes in the value of financial assets and liabilities recorded at fair value under SFAS No. 159 resulted in an increase of $3.1 million for the quarter ended September 30, 2007 and an increase of $2.4 million for the first nine months of 2007.

"During the third quarter we completed our data processing conversion of the F&M Bank platform and incurred one time costs associated with the conversion in the amount of approximately $700,000," said Jones. "In addition, the new and acquired branches have increased expenses over the quarter and year-to-date. However, they are proving to be very successful in helping us reach new customers and grow deposits, and over time they will add to our profitability by providing low-cost core deposits to fund our loan growth." Other operating expenses increased to $34.8 million in the third quarter of 2007, compared to $25.3 million in the third quarter a year ago, reflecting both new branches and the acquisitions of F&M Bank and Islanders Bank. "While not yet reflected in third quarter results, we are making good progress toward implementing the cost savings and revenue enhancement strategies anticipated with respect to the F&M Bank and Islanders Bank acquisitions," added Jones. "As a result, we believe our ratio of recurring operating expenses to average assets will decline in future periods."

The efficiency ratio was 68.05% (72.38% excluding fair value adjustments) in the quarter ended September 30, 2007, compared to 66.50% a year earlier. For the first nine months of 2007, the efficiency ratio was 69.43% (70.69% excluding fair value adjustments), compared to 63.04% (67.96% excluding the insurance recovery) for the first nine months of 2006.

Banner Corporation elected early adoption of SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, and SFAS No. 157, Fair Value Measurements, effective January 1, 2007. SFAS No. 159, which was issued in February 2007, generally permits the measurement of selected eligible financial instruments at fair value at specified election dates. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles (GAAP), and expands disclosures about fair value measurement. The Company made this election to allow it more flexibility with respect to the management of its investment securities, wholesale borrowings and interest rate risk position in future periods.

Upon adoption of SFAS No.159, the Company selected fair value measurement for all of its "available for sale" investment securities, Federal Home Loan Bank advances and junior subordinated debentures, which had fair values of approximately $226.2 million, $176.8 million and $124.4 million, respectively, on January 1, 2007. The initial fair value measurement of these instruments resulted in a $3.5 million adjustment for the cumulative effect, net of tax, as a result of the change in accounting, which was recorded as a reduction in retained earnings as of January 1, 2007, and which under SFAS No. 159 has not been recognized in current earnings. While the adjustment to retained earnings is permanent, approximately $2.6 million of the amount was previously reported as accumulated other comprehensive loss at December 31, 2006, so the reduction in total shareholders' equity was only $897,000 on January 1, 2007. Following the initial election, changes in the value of financial instruments recorded at fair value are recognized as gains or losses in earnings in subsequent financial reporting periods. As a result of the adoption of SFAS No. 159 and changes in the fair value measurement of the financial assets and liabilities noted above, the Company recorded a net gain of $1.2 million ($755,000 after tax) in the quarter ended March 31, 2007, a net loss of $1.9 million ($1.2 million after tax) in the quarter ended June 30, 2007, and a net gain of $3.1 million ($2.0 million after-tax) in the quarter ended September 30, 2007, resulting in a cumulative net gain of $2.4 million ($1.5 million after tax) for the nine-month period.

Balance Sheet Review

"Loan growth was somewhat disappointing during the third quarter, as we have continued to be perhaps overly cautious in our underwriting and experienced some meaningful payoffs in portions of our real estate loan portfolio," said Jones. "In addition, we experienced the beginning of the seasonal declines in agricultural loan balances as well as residential mortgage loans held for sale. Commercial business and consumer loans, on the other hand, continued to grow, reflecting the still vibrant Northwest economy." Net loans increased 25% (18% from acquisitions) to $3.58 billion at September 30, 2007 compared to $2.87 billion a year earlier.

Total deposits increased 31% (17% from acquisitions) to $3.60 billion at September 30, 2007, compared to $2.74 billion at September 30, 2006. Non-interest-bearing accounts increased 45% and total transaction and savings accounts increased 52% during the twelve months ending September 30, 2007, while certificates of deposit increased 17%. "We continue to be successful in increasing the number of transaction and savings accounts; however, as loan growth slowed during the quarter, we chose not to renew approximately $31 million of maturing brokered certificates of deposit and bid less aggressively for public funds certificates, resulting in a $46 million decline in those deposit balances," said Jones. "Excluding these discretionary sources, our retail deposits increased by nearly $83 million compared to the prior quarter and we are optimistic that our expanded branch network will deliver continued deposit growth and related fee income."

FHLB borrowings declined substantially to $24.6 million at September 30, 2007, compared to $213.9 million at September 30, 2006 as a result of Banner's asset/liability management strategies, which resulted in strong deposit growth and declining securities balances. Banner reduced its securities portfolio 27% to $212.2 million at September 30, 2007, from $290.5 million a year earlier, through sales, maturities and principal prepayments. This reduction occurred despite the addition of $33.0 million of securities held by the two acquired banks on the effective closing date. Nonetheless, the Company's liquidity position remained strong, including an increase of $37.9 million of interest-earning cash balances at September 30, 2007 compared to the same date a year earlier.

During the quarter ended September 30, 2007, the Company's capital position was enhanced by the issuance of $25.8 million of junior subordinated debentures (trust preferred securities) at an initial rate of 6.74% with quarterly adjustments based on a 138 basis point spread to three-month LIBOR. During the second quarter of 2007, the Company had called and repaid $25.8 million of junior subordinated debentures (trust preferred securities), which carried an interest rate of 9.09% for the six months immediately preceding the call date and adjustments based on a 370 basis point spread to six-month LIBOR.

During the quarter ended June 30, 2007, the Company issued 2,592,611 shares of common stock in connection with the acquisitions of F&M Bank and San Juan Financial Holding Company (Islanders Bank), resulting in $113.2 million of additional equity. The acquisitions also resulted in an increase of $93.5 million of goodwill and other intangibles. The Company has also issued shares through its Dividend Reinvestment and Stock Purchase Plan and in connection with the exercise of vested stock options. This stock issuance, combined with the changes in retained earnings as a result of operations and the effects of fair value accounting, net of quarterly dividend distributions, resulted in a 71% increase in shareholders' equity for the quarter ended September 30, 2007 compared to September 30, 2006. At September 30, 2007, shareholder's equity was $413.6 million compared to $241.7 million at September 30, 2006. A year ago Banner had 12.0 million shares outstanding, but as a result of the two acquisitions and the stock issuance noted above, it had 15.6 million shares outstanding as of September 30, 2007 and, following the NCW Community Bank acquisition, it now has 15.9 million shares outstanding.

Assets increased 25% to $4.30 billion at September 30, 2007, compared to $3.45 billion a year earlier. Book value per share increased to $26.54 at September 30, 2007, from $20.15 a year earlier, and tangible book value per share was $19.30 at quarter-end, compared to $17.12 a year earlier.

Conference Call

Banner will host a conference call on Friday, October 26, 2007, at 8:00 a.m. PT, to discuss third quarter results. The conference call can be accessed live by telephone at 303-262-2140. To listen to the call online, go to the Company's website at www.bannerbank.com. An archived recording of the call can be accessed by dialing 303-590-3000, passcode 11098880# until Friday, November 2, 2007, or via the Internet at www.bannerbank.com.

About the Company

Banner Corporation is a $4.3 billion bank holding company operating two commercial banks in Washington, Oregon and Idaho. Banner serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com.

Statements concerning future performance, developments or events, expectations for earnings, growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements, which are subject to a number of risks and uncertainties that are beyond Banner's control and might cause actual results to differ materially from the expectations and stated objectives. Factors which could cause actual results to differ materially include, but are not limited to, regional and general economic conditions, management's ability to generate continued improvement in asset quality and profitability, changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values, competition, loan delinquency rates, the successful operation of the newly-opened branches and loan offices, the ability to successfully complete consolidation and conversion activities, incorporate acquisitions into operations, retain key employees and achieve cost savings, changes in accounting principles, practices, policies or guidelines, changes in legislation or regulation, other economic, competitive, governmental, regulatory and technological factors affecting operations, pricing, products and services, Banner's ability to successfully resolve outstanding credit issues and other risks detailed in Banner's reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2006. Accordingly, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Banner undertakes no responsibility to update or revise any forward-looking statements.



 RESULTS OF OPERATIONS
 ---------------------

                      Quarters Ended              Nine Months Ended
            ----------------------------------  ----------------------
              Sep 30,     Jun 30,     Sep 30,     Sep 30,     Sep 30,
               2007        2007        2006        2007        2006
            ----------  ----------  ----------  ----------  ----------
 (In thousands
  except share
  and per share
  data)

 INTEREST 
  INCOME:
   Loans
    recei-
    vable   $   75,668  $   71,047  $   60,933  $  208,543  $  165,147
   Mortgage-
    backed
    securities   1,343       1,535       1,921       4,653       6,015
   Securities
    and cash
    equivalents  2,199       1,829       2,046       5,871       5,658
            ----------  ----------  ----------  ----------  ----------
                79,210      74,411      64,900     219,067     176,820

 INTEREST 
  EXPENSE:
   Deposits     35,341      32,378      24,661      95,329      62,920
   Federal
    Home
    Loan Bank
    advances       292       1,164       4,392       3,733      11,659
   Other
    borrowings     730         790       1,112       2,448       2,576
   Junior
    subordinated
    debentures   2,177       1,969       2,074       6,600       5,875
            ----------  ----------  ----------  ----------  ----------
                38,540      36,301      32,239     108,110      83,030
            ----------  ----------  ----------  ----------  ----------
   Net interest
    income
    before
    provision
    for loan
    losses      40,670      38,110      32,661     110,957      93,790

 PROVISION
  FOR LOAN
  LOSSES         1,500       1,400       1,000       3,900       4,500
            ----------  ----------  ----------  ----------  ----------
   Net interest
    income      39,170      36,710      31,661     107,057      89,290

 OTHER OPERATING
  INCOME:
   Deposit fees
    and other
    service
    charges      4,750       4,090       3,036      11,803       8,419
   Mortgage
    banking
    operations   1,782       1,808       1,744       4,945       4,350
   Loan servicing
    fees           457         373         315       1,205       1,039
   Miscellaneous   483         592         276       1,536       1,065
            ----------  ----------  ----------  ----------  ----------
                 7,472       6,863       5,371      19,489      14,873
   Gain (loss)
    on sale of
    securities      --          --          65          --          65
   Increase
    (decrease)
    in valuation
    of financial
    instruments
    carried at
    fair value   3,062      (1,877)         --       2,365          --
            ----------  ----------  ----------  ----------  ----------
   Total other
    operating
    income      10,534       4,986       5,436      21,854      14,938

 OTHER OPERATING
  EXPENSE:
   Salary and
    employee
    benefits    20,431      19,635      16,705      56,534      48,747
   Less
    capitalized
    loan
    origination
    costs       (2,455)     (3,175)     (2,956)     (8,224)     (8,776)
   Occupancy
    and
    equipment    5,484       5,106       3,927      14,942      11,659
   Information/
    computer
    data
    services     2,031       1,767       1,193       5,167       3,778
   Miscellaneous 9,355       7,966       6,467      23,797      18,487
            ----------  ----------  ----------  ----------  ----------
                34,846      31,299      25,336      92,216      73,895
   Insurance
    recovery,
    net proceeds    --          --          --          --      (5,350)
   FHLB 
    prepayment
    penalties       --          --          --          --          --
           ----------- ----------- ----------- ----------- -----------
   Total other
    operating
    expense     34,846      31,299      25,336      92,216      68,545
           ----------- ----------- ----------- ----------- -----------
   Income 
    before
    provision
    for
    income
    taxes       14,858      10,397      11,761      36,695      35,683
 PROVISION
  FOR INCOME
  TAXES          4,871       3,286       3,752      11,784      11,527
            ----------  ----------  ----------  ----------  ----------
 NET INCOME $    9,987  $    7,111  $    8,009  $   24,911  $   24,156
            ==========  ==========  ==========  ==========  ==========

 Earnings
  per share
   Basic    $     0.64  $     0.49  $     0.67  $     1.76  $     2.03
   Diluted  $     0.64  $     0.48  $     0.65  $     1.73  $     1.98

 Cumulative
  dividends
  declared
  per common
  share     $     0.19  $     0.19  $     0.18  $     0.57  $     0.54

 Weighted
  average
  shares
  outstanding
   Basic    15,497,193  14,519,669  11,963,637  14,124,607  11,879,126
   Diluted  15,720,248  14,791,195  12,293,444  14,399,211  12,205,568

 Shares
  repurchased
  during the
  period           700       2,624          --      11,310      63,422
 Shares
  issued in
  connection
  with
  acquisitions      --   2,592,611          --   2,592,611          --
 Shares
  issued in
  connection
  with
  exercise
  of stock
  options
  or DRIP      141,281     110,820      30,136     925,496     280,660



 PRO FORMA DISCLOSURES EXCLUDING THE EFFECTS OF THE CHANGE IN THE
 VALUATION OF FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE AND THE 2006
 INSURANCE RECOVERY

 NET INCOME
  from
  above     $    9,987  $    7,111  $    8,009  $   24,911  $   24,156
  ADJUSTMENTS
   FOR CHANGE
   IN VALUATION
   OF FINANCIAL
   INSTRUMENTS
   AND THE
   2006 INSURANCE
   RECOVERY
  Change in
   valuation of
   financial
   instruments
   carried at
   fair value   (3,062)      1,877          --      (2,365)         --
  2006 insurance
   recovery         --          --          --          --      (5,350)
  Income tax
   provision
   (benefit)
   related
   to above
   items         1,102        (676)         --         851       1,926
            ----------  ----------  ----------  ----------  ----------
   Above items,
    net of
    income
    tax
    provision
    (benefit)   (1,960)      1,201          --      (1,514)     (3,424)
            ----------  ----------  ----------  ----------  ----------

 NET INCOME 
  FROM
  RECURRING
  OPERA-
  TIONS     $    8,027  $    8,312  $    8,009  $   23,397  $   20,732
            ==========  ==========  ==========  ==========  ==========

 Earnings per
  share
  EXCLUDING
  the effects
  of change in
  valuation
  of financial
  instruments
  carried at
  fair value
  and the 2006
  insurance
  recovery
   Basic    $     0.52  $     0.57  $     0.67  $     1.66  $     1.75
   Diluted  $     0.51  $     0.56  $     0.65  $     1.62  $     1.70


 FINANCIAL CONDITION
 -------------------
                          Sep 30,     Jun 30,     Sep 30,     Dec 31,
                           2007        2007        2006        2006
                        ----------  ----------  ----------  ----------
 (In thousands except
  share and per share
  data)

 ASSETS
 Cash and due from
  banks                 $   83,933  $   81,366  $   58,742  $   68,317
 Federal funds and
  interest-bearing
  deposits                  62,628      25,437      24,696       5,068
 Securities -trading       158,932     182,969          --          --
 Securities -available
  for sale                      --          --     242,243     226,153
 Securities -held to
  maturity                  53,259      48,196      48,304      47,872
 Federal Home Loan
  Bank stock                37,291      37,291      35,844      35,844
 Loans receivable:
   Held for sale             4,121       8,178       7,135       5,080
   Held for portfolio    3,617,130   3,610,174   2,895,104   2,960,910
   Allowance for loan
    losses                 (44,212)    (43,248)    (35,160)    (35,535)
                        ----------  ----------  ----------  ----------
                         3,577,039   3,575,104   2,867,079   2,930,455

 Accrued interest
  receivable                26,376      24,885      21,332      23,272
 Real estate owned held
  for sale, net              3,072       1,700       1,319         918
 Property and
  equipment, net            95,816      87,327      54,297      58,003
 Goodwill and other
  intangibles, net         128,868     129,126      36,295      36,287
 Deferred income tax
  asset, net                 3,660       4,764       7,164       7,533
 Bank-owned life
  insurance                 51,024      50,441      38,114      38,527
 Other assets               18,463      20,443      17,611      17,317
                        ----------  ----------  ----------  ----------
                        $4,300,361  $4,269,049  $3,453,040  $3,495,566
                        ==========  ==========  ==========  ==========

 LIABILITIES
 Deposits:
   Non-interest-
    bearing             $  473,571  $  455,628  $  327,093  $  332,372
   Interest-bearing
    transaction and
    savings accounts     1,299,232   1,307,680     857,354     905,746
   Interest-bearing
    certificates         1,825,096   1,829,473   1,559,904   1,556,474
                        ----------  ----------  ----------  ----------
                         3,597,899   3,592,781   2,744,351   2,794,592

 Advances from Federal
  Home Loan Bank                --          --     213,930     177,430
 Advances from Federal
  Home Loan Bank at
  fair value                24,577      33,826          --          --
 Customer repurchase
  agreements and other
  borrowings                78,511      71,926     110,670     103,184

 Junior subordinated
  debentures                    --          --      97,942     123,716
 Junior subordinated
  debentures at fair
  value                    122,220      98,419          --          --

 Accrued expenses and
  other liabilities         47,577      51,792      35,932      36,888
 Deferred compensation      10,830      10,497       7,005       7,025
 Income taxes payable        5,163       7,501       1,490       2,504
                        ----------  ----------  ----------  ----------
                         3,886,777   3,866,742   3,211,320   3,245,339

 STOCKHOLDERS' EQUITY
 Common stock              282,636     278,447     132,887     135,149
 Retained earnings         133,278     126,249     114,479     120,206
 Accumulated other
  comprehensive income
  (loss)                      (189)       (202)     (2,816)     (2,852)
 Unearned shares of
  common stock issued to
  Employee Stock
  Ownership Plan (ESOP)
  trust: at cost            (1,987)     (1,987)     (2,494)     (1,987)
 Net carrying value of
  stock related deferred
  compensation plans          (154)       (200)       (336)       (289)
                        ----------  ----------  ----------  ----------
                           413,584     402,307     241,720     250,227
                        ----------  ----------  ----------  ----------
                        $4,300,361  $4,269,049  $3,453,040  $3,495,566
                        ==========  ==========  ==========  ==========

 Shares Issued:
 Shares outstanding
  at end of period      15,821,067  15,680,486  12,299,714  12,314,270
   Less unearned ESOP
    shares at end of
    period                 240,381     240,381     301,786     240,381
                        ----------  ----------  ----------  ----------
 Shares outstanding
  at end of period
  excluding unearned
  ESOP shares           15,580,686  15,440,105  11,997,928  12,073,889
                        ==========  ==========  ==========  ==========
 Book value per
  share (1)             $    26.54  $    26.06  $    20.15  $    20.72
 Tangible book value
  per share (1) (2)     $    19.30  $    18.78  $    17.12  $    17.72

 Consolidated Tier 1
  leverage capital
  ratio                       9.82%       9.66%       8.49%       8.76%

 (1) - Calculation is based on number of shares outstanding at the
       end of the period rather than weighted average shares
       outstanding and excludes unallocated shares in the ESOP
 (2) - Tangible book value excludes goodwill


 ADDITIONAL FINANCIAL INFORMATION
 (Dollars in thousands)
                          Sep 30,     Jun 30,     Sep 30,     Dec 31,
                           2007        2007        2006        2006
                        ----------  ----------  ----------  ----------
 LOANS (including
  loans held for sale):
 Commercial real estate $  811,816  $  811,072  $  584,832  $  596,488
 Multifamily real estate   170,316     174,315     146,094     147,311
 Commercial construction    84,176      87,821      94,231      98,224
 Multifamily construction   41,814      35,552      49,986      39,908
 One- to four-family
  construction             624,280     654,558     550,285     570,501
 Land and land
  development              463,514     457,264     371,626     402,665
 Commercial business       630,827     595,250     469,293     467,745
 Agricultural business
  including secured by
  farmland                 178,158     181,505     169,349     163,518
 One- to four-family
  real estate              424,122     445,585     349,808     361,625
 Consumer                  192,228     175,430     116,735     118,005
                        ----------  ----------  ----------  ----------
   Total loans
    outstanding         $3,621,251  $3,618,352  $2,902,239  $2,965,990
                        ==========  ==========  ==========  ==========

 NON-PERFORMING ASSETS:
                          Sep 30,     Jun 30,     Sep 30,     Dec 31,
                           2007        2007        2006        2006
                        ----------  ----------  ----------  ----------
 Loans on non-accrual
  status                $   19,788  $   12,984  $   10,153  $   13,463
 Loans more than 90
  days delinquent,
  still on accrual              79         193         853         593
                        ----------  ----------  ----------  ----------
 Total non-performing
  loans                     19,867      13,177      11,006      14,056
 Real estate owned
  (REO)/ Repossessed
  assets                     3,294       1,712       1,352         918
                        ----------  ----------  ----------  ----------
   Total non-performing 
    assets              $   23,161  $   14,889  $   12,358  $   14,974
                        ==========  ==========  ==========  ==========
 Total non-performing
  assets/Total assets         0.54%       0.35%       0.36%       0.43%


 CHANGE IN THE ALLOWANCE FOR LOAN LOSSES:

                      Quarters Ended              Nine Months Ended
            ----------------------------------  ----------------------
              Sep 30,     Jun 30,     Sep 30,     Sep 30,     Sep 30,
               2007        2007        2006        2007        2006
            ----------  ----------  ----------  ----------  ----------
 Balance,
  beginning
  of period $   43,248  $   36,299  $   33,618  $   35,535  $   30,898
 Acquisitions/
  (divestitures)    --       5,957          --       5,957          --
 Provision       1,500       1,400       1,000       3,900       4,500

 Recoveries
  of loans
  previously
  charged off      469         231       1,219       1,364       1,544
 Loans
  charged-off   (1,005)       (639)       (677)     (2,544)     (1,782)
            ----------  ----------  ----------  ----------  ----------
   Net
    (charge-offs)
    recoveries    (536)       (408)        542      (1,180)       (238)
            ----------  ----------  ----------  ----------  ----------

 Balance,
  end of
  period    $   44,212  $   43,248  $   35,160  $   44,212  $   35,160
            ==========  ==========  ==========  ==========  ==========

 Net charge-offs
  (recoveries)/
  Average loans
  outstanding     0.01%       0.01%      (0.02%)      0.04%       0.01%
 Allowance for
  loan losses/
  Total loans
  outstanding     1.22%       1.20%       1.21%       1.22%       1.21%


 DEPOSITS
                          Sep 30,     Jun 30,     Sep 30,     Dec 31,
                           2007        2007        2006        2006
                        ----------  ----------  ----------  ----------
 Non-interest-
  bearing               $  473,571  $  455,628  $  327,093  $  332,372
                        ----------  ----------  ----------  ----------
 Interest-bearing
  checking                 438,974     461,749     311,056     327,836
 Regular savings
  accounts                 602,190     570,117     306,822     364,957
 Money market accounts     258,068     275,814     239,476     212,953
                        ----------  ----------  ----------  ----------
   Interest-bearing
    transaction &
    savings accounts     1,299,232   1,307,680     857,354     905,746
                        ----------  ----------  ----------  ----------
 Three-month maturity
  money market
  certificates             167,025     176,107     184,871     178,981
 Other certificates      1,658,071   1,653,366   1,375,033   1,377,493
                        ----------  ----------  ----------  ----------
   Interest-bearing
    certificates         1,825,096   1,829,473   1,559,904   1,556,474
                        ----------  ----------  ----------  ----------
     Total deposits     $3,597,899  $3,592,781  $2,744,351  $2,794,592
                        ==========  ==========  ==========  ==========

 Included in other
  borrowings
 Customer repurchase
  agreements/ "Sweep
  accounts"             $   78,511  $   69,726  $   83,357  $   76,825
                        ----------  ----------  ----------  ----------


 ADDITIONAL FINANCIAL INFORMATION
 (Dollars in thousands)
 (Rates / Ratios Annualized)

                      Quarters Ended              Nine Months Ended
            ----------------------------------  ----------------------
              Sep 30,     Jun 30,     Sep 30,     Sep 30,     Sep 30,
               2007        2007        2006        2007        2006
            ----------  ----------  ----------  ----------  ----------
 OPERATING
  PERFORMANCE:

 Average
  loans     $3,626,541  $3,413,095  $2,899,848  $3,343,901  $2,706,181
 Average
  securities
  and deposits 313,325     302,971     350,121     312,903     347,217
 Average
  non-interest-
  earning
  assets       346,762     286,725     192,822     277,587     191,653
            ----------  ----------  ----------  ----------  ----------
   Total
    average
    assets  $4,286,628  $4,002,791  $3,442,791  $3,934,391  $3,245,051
            ==========  ==========  ==========  ==========  ==========

 Average
  deposits  $3,593,722  $3,302,750  $2,622,215  $3,232,959  $2,464,352
 Average
  borrowings   221,837     278,366     537,877     297,294     510,412
 Average
  non-interest-
  earning
  liabilities   62,054      60,413      42,551      57,029      36,455
            ----------  ----------  ----------  ----------  ----------
   Total
    average
    liabil-
    ities    3,877,613   3,641,529   3,202,643   3,587,282   3,011,219

 Total average
  stockholders'
  equity       409,015     361,262     240,148     347,109     233,832
            ----------  ----------  ----------  ----------  ----------
   Total
    average
    liabilities
    and
    equity  $4,286,628  $4,002,791  $3,442,791  $3,934,391  $3,245,051
            ==========  ==========  ==========  ==========  ==========

 Interest
  rate yield
  on loans        8.28%       8.35%       8.34%       8.34%       8.16%
 Interest rate
  yield on
  securities
  and deposits    4.48%       4.45%       4.50%       4.50%       4.49%
            ----------  ----------  ----------  ----------  ----------
   Interest rate
    yield on
    interest-
    earning
    assets        7.98%       8.03%       7.92%       8.01%       7.74%
            ----------  ----------  ----------  ----------  ----------

 Interest rate
  expense on
  deposits        3.90%       3.93%       3.73%       3.94%       3.41%
 Interest rate
  expense on
  borrowings      5.72%       5.65%       5.59%       5.75%       5.27%
            ----------  ----------  ----------  ----------  ----------
   Interest
    rate expense
    on interest-
    bearing
    liabilities   4.01%       4.07%       4.05%       4.09%       3.73%
            ----------  ----------  ----------  ----------  ----------

 Interest
  rate spread     3.97%       3.96%       3.87%       3.92%       4.01%
            ==========  ==========  ==========  ==========  ==========

 Net interest
  margin          4.10%       4.11%       3.99%       4.06%       4.11%
            ==========  ==========  ==========  ==========  ==========

 Other operating
  income/Average
  assets          0.97%       0.50%       0.63%       0.74%       0.62%

 Other operating
  expense/Average
  assets          3.23%       3.14%       2.92%       3.13%       2.82%

 Efficiency
  ratio (other
  operating
  expense/
  revenue)       68.05%      72.63%      66.50%      69.43%      63.04%

 Return on
  average
  assets          0.92%       0.71%       0.92%       0.85%       1.00%

 Return on
  average
  equity          9.69%       7.90%      13.23%       9.60%      13.81%

 Return on
  average
  tangible
  equity (1)     13.36%      10.29%      15.59%      12.43%      16.35%

 Average
  equity/
  Average
  assets          9.54%       9.03%       6.98%       8.82%       7.21%


 (1) - Average tangible equity excludes goodwill


 Operating performance for the periods presented excluding the effects
 of change in valuation of financial instruments carried at fair
 value and the 2006 insurance recovery.

 Other operating
  income (loss)
  EXCLUDING
  change in
  valuation of
  financial
  instruments
  carried at
  fair value/
  Average
  assets          0.69%       0.69%       0.63%       0.66%       0.62%

 Other operating
  expense
  EXCLUDING the
  2006 insurance
  recovery/
  Average
  assets          3.23%       3.14%       2.92%       3.13%       3.04%

 Efficiency
  ratio (other
  operating
  expense/
  revenue)
  EXCLUDING
  change in
  valuation of
  financial
  instruments
  carried at
  fair value
  and the
  2006 insurance
  recovery       72.38%      69.60%      66.50%      70.69%      67.96%

 Return on
  average
  assets
  EXCLUDING
  change in
  valuation
  of financial
  instruments
  carried at
  fair value
  and the
  2006 insurance
  recovery        0.74%       0.83%       0.92%       0.80%       0.85%

 Return on
  average
  equity
  EXCLUDING
  change in
  valuation of
  financial
  instruments
  carried at
  fair value
  and the
  2006 insurance
  recovery        7.79%       9.23%      13.23%       9.01%      11.85%

 Return on
  average
  tangible
  equity
  EXCLUDING
  change in
  valuation of
  financial
  instruments
  carried at
  fair value
  and the
  2006 insurance
  recovery       10.73%      12.03%      15.59%      11.67%      14.03%


            

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