Banner Corporation Announces Third Quarter Results; Includes $2.9 Million Operating Profit and Remains 'Well Capitalized'


WALLA WALLA, Wash., Oct. 29, 2008 (GLOBE NEWSWIRE) -- Banner Corporation (Nasdaq:BANR), the parent company of Banner Bank and Islanders Bank, today reported that it had net operating income,* excluding net fair value adjustments, of $2.9 million, or $0.18 per diluted share, for the quarter ended September 30, 2008, compared to net operating income, excluding fair value adjustments, of $8.0 million, or $0.51 per diluted share, for the quarter ended September 30, 2007. The current quarter's net operating income included an $8 million provision for loan losses. As previously announced, the current quarter's results were also adversely affected by a significant reduction in the fair value of the Company's investment in Fannie Mae and Freddie Mac equity securities. Including the fair value adjustments, which in the current quarter predominantly reflects the valuation of the Fannie Mae and Freddie Mac securities, Banner recorded a net loss of $1.0 million, or $0.06 per diluted share, for the quarter ended September 30, 2008, compared to net income of $10.0 million, or $0.64 per diluted share, for the quarter ended September 30, 2007.

"The ongoing strains in the financial and housing markets continued to present a challenging environment for Banner Corporation in the third quarter," said D. Michael Jones, President and CEO. "Still, we are pleased that our revenue generating opportunities and disciplined expense control initiatives were sufficient to produce net operating income despite a need to provide for credit losses at a higher level than our historical experience. Although we anticipate that credit costs will continue to be elevated well into the next year, we are encouraged in our belief that our revenue generation and operating results will be sufficient to sustain our expectation to remain 'well capitalized' under the regulatory guidelines while we continue to grow and improve our commercial banking franchise."

For the nine months ended September 30, 2008, Banner's net operating income, excluding fair value adjustments and the goodwill impairment charge recorded in the second quarter, was $3.5 million, or $0.22 per diluted share, compared to $23.4 million, or $1.62 per diluted share, for the nine months ended September 30, 2007.

Banner's results for the third quarter of 2008 included a net charge of $6.1 million ($3.9 million after tax), compared to a net gain of $3.1 million ($2.0 million after tax) in the third quarter of 2007, for fair value adjustments 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) Nos. 157 and 159. For the nine months ended September 30, 2008, fair value adjustments resulted in a net charge of $4.6 million ($2.9 million after tax), compared to a net gain of $2.4 million ($1.5 million after tax) for the first nine months of 2007.

"The events that led to the significant valuation adjustment for the Fannie Mae and Freddie Mac stock were disappointing and, unlike most fair value adjustments, we do not anticipate a meaningful recovery with respect to the valuation of that stock," Jones continued. "However, our holdings were not disproportionate to our asset size and net worth and the subsequent charge was not threatening to our 'well capitalized' status or indicative of our recurring operations." In September, the United States Treasury announced a plan to place the Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac") into conservatorship under the authority of the Federal Housing Finance Agency. As of June 30, 2008, Banner Corporation owned both common and preferred equity securities issued by Fannie Mae and Freddie Mac with a combined book value of $6.9 million. At September 30, 2008, the fair value of these securities had declined to approximately $569,000, with the decrease in the value included in the net fair value adjustments noted above.

"Aside from the obvious concerns related to housing markets and notwithstanding the financial market turmoil in recent weeks, the Company's operations have continued to progress well throughout this year. And, as we have indicated before, we continue to have a very positive view on the long-term economic prospects for the Northwest markets that we serve and are confident we have sufficient capital and human resources to manage the collection of our one-to-four family residential construction and related land loan portfolios in an orderly fashion while we maintain consistent forward momentum in our core operations."

*Earnings information excluding the goodwill impairment charge and fair value adjustments (alternately referred to as net operating income or net income from recurring operations and revenues or expenses 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

"The housing market remained weak in many of our primary service areas during the third quarter, resulting in increasing delinquencies and non-performing assets, primarily in our construction and land development loan portfolios. As a result, our provision for loan losses, although reduced from the prior quarter, was at a higher amount than our historical levels and normal expectations." said Jones. "However, we continue to be confident that we can work our way through the troubled housing market and we are actively engaged with our borrowers in resolving problem loans."

Banner added $8.0 million to its provision for loan losses in the third quarter of 2008, compared to $15.0 million in the second quarter of 2008 and $1.5 million in the third quarter of 2007. The allowance for loan losses at September 30, 2008 was $58.8 million, representing 1.47% of total loans outstanding. Non-performing loans were $119.4 million at September 30, 2008, compared to $89.9 million in the previous quarter and $19.9 million at September 30, 2007. In addition, Banner's real estate owned and repossessed assets were $10.2 million at September 30, 2008 compared to $11.4 million in the previous quarter and $3.3 million at September 30, 2007. Banner's net charge-offs in the current quarter totaled $7.7 million, or 0.19% of average loans.

One-to-four family residential construction and related lot and land loans represent 23% of the total loan portfolio and 83% of non-performing assets. The geographic distribution of all construction and land development loans, including residential and commercial properties, is approximately 31% in the greater Puget Sound market, 39% in the greater Portland, Oregon market, and 6% in the greater Boise, Idaho market, with the remaining 24% distributed in various eastern Washington, eastern Oregon and northern Idaho markets served by Banner Bank. While non-performing assets are similarly geographically disbursed, they are concentrated largely in land and land development loans. The geographic distribution of non-performing construction, land and land development loans and real estate owned included approximately $48.2 million, or 45%, in the Puget Sound region, $33.9 million, or 31%, in the greater Portland market area and $18.4 million, or 17%, in the greater Boise market area.

"Other non-housing-related segments of the loan portfolio are performing as expected with only normal levels of credit problems," Jones added. "Nonetheless, we are sensitive to current economic conditions and are proactively monitoring and managing those portions of our portfolio as well."

Income Statement Review

Banner's net interest margin was 3.45% for the third quarter of 2008, compared to 3.50% in the preceding quarter and 4.10% for the third quarter of 2007. For the first nine months of 2008, the net interest margin was 3.52% compared to 4.06% in the same period a year ago. Funding costs decreased 16 basis points compared to the previous quarter and decreased 115 basis points from the third quarter a year earlier, while asset yields decreased 20 basis points from the prior linked quarter and 175 basis points from the third quarter a year ago.

"While funding costs improved as expected, we continued to experience decreasing asset yields during the third quarter which reduced our net interest margin," said Jones. "The full impact of the Federal Reserve's earlier rate cuts was evident, as were changes in the mix of the loan portfolio which reduced the proportional contribution of some of the higher yielding loan categories. In addition, our lower net interest margin also reflected the higher level of delinquencies, as non-accruing loans reduced the margin by approximately 24 basis points in this year's third quarter compared to approximately 16 basis points in the second quarter of 2008 and approximately three basis points in the third quarter of 2007."

In the third quarter of 2008, net interest income before the provision for loan losses was $37.6 million, compared to $37.0 million in the preceding quarter and $40.7 million in the same quarter a year ago. In the first nine months of 2008, net interest income before the provision for loan losses was $96.0 million, compared to $108.1 million in the first nine months of 2007. Revenues from recurring operations (net interest income before the provision for loan losses plus total other operating income excluding fair value adjustments) were $45.7 million in the third quarter of 2008, compared to $45.0 million for the second quarter of 2008 and $48.1 million for the third quarter a year ago. Revenues from recurring operations for the first nine months of 2008 increased 4% to $135.4 million, compared to $130.4 million in the first nine months of 2007.

Total other operating income from recurring operations (excluding fair value adjustments) for the third quarter increased to $8.1 million compared to $8.0 million in the preceding quarter and increased 8% compared to $7.5 million for the same quarter a year ago. For the first nine months of 2008, total other operating income from recurring operations increased 20% to $23.4 million, compared to $19.5 million in the first nine months of 2007. Income from deposit fees and other service charges increased to $5.8 million in the third quarter of 2008, compared to $5.5 million for the preceding quarter, and increased 21% from $4.8 million in the third quarter a year ago. Income from mortgage banking operations decreased slightly in the third quarter to $1.5 million compared to $1.6 million in the preceding quarter and $1.8 million in the same quarter a year ago. For the first nine months of the year, mortgage banking revenues declined modestly to $4.7 million from $4.9 million in the same period a year ago, due to lower levels of residential sales activity. "We continue to be pleased with the growth in deposit fee and service charges, which reflect further increases in our customer base and related payment processing activities," Jones noted. "We are also pleased that our mortgage banking revenues have remained solid despite a very difficult housing finance environment."

"As anticipated, we made good progress in reducing operating expenses this quarter despite higher collection and legal costs," said Jones. "Although we anticipate collection costs will continue to be above historical levels for the next few quarters, we expect continued expense discipline will be a positive factor going forward and we have no plans to add additional branches during the remainder of the year."

Total other operating expenses from recurring operations (non-interest expenses excluding the second quarter of 2008 goodwill write-off) were $34.0 million in the third quarter of 2008, compared to $35.2 million in the preceding quarter and $34.8 million in the third quarter a year ago. For the first nine months of the year, other operating expenses from recurring operations were $102.9 million compared to $92.2 million in the first nine months of 2007. The nine month increase from the prior year reflects the effects of new branch openings, including two added in 2008 and ten at various times during 2007, as well as last year's three acquisitions which added another sixteen branches and nearly $800 million in total assets. Operating expenses from recurring operations as a percentage of average assets was 2.91% in the third quarter of 2008, compared to 3.08% in the previous quarter and 3.23% in the third quarter a year ago.

Balance Sheet Review

"Despite good activity in commercial real estate, business and agricultural loans, as well as consumer and residential loans, total loan growth has been modest as home sales have been sufficient to reduce the portfolio of one-to-four family construction loans by $141.8 million over the past twelve months, including a $58.3 million reduction in the most recent quarter," said Jones. "As we have noted before, we have significantly curtailed our origination of construction and land development loans as housing market conditions clearly warranted further caution; however, we are seeing meaningful improvement in the inventory of completed but unsold homes in selected markets. As a result, at September 30, 2008 our one-to-four family construction loans have declined by $172.1 million compared to their peak quarter-end balance at June 30, 2007, and our aggregate construction and land development loan balances, including commercial and multi-family real estate, have declined by $135.7 million, also compared to their peak quarter-end balances at June 30, 2007." Net loans increased 10% to $3.94 billion at September 30, 2008, compared to $3.58 billion a year earlier. Total assets increased 8% to $4.65 billion at September 30, 2008, compared to $4.30 billion a year earlier.

Total deposits increased 5% to $3.79 billion at September 30, 2008, compared to $3.60 billion at the end of September 2007. Non-interest-bearing accounts increased 10% and certificates of deposit increased 20% during the twelve months ending September 30, 2008, while total transaction and savings accounts decreased 16%. "We continue to see a decline in average deposit balances for certain real estate-related customers as their business activity has slowed," said Jones. "We have also experienced further shifts into certificate of deposit accounts as customers have repositioned balances to obtain more attractive yields and additional deposit insurance coverage. Still, we are optimistic that our expanded branch network will deliver core deposit growth and related fee income as we have experienced a healthy increase in the number of transaction deposit accounts."

Tangible shareholders' equity at September 30, 2008 was $301.4 million compared to $285.1 million at September 30, 2007. Tangible book value per share was $18.01 at quarter-end, compared to $18.30 a year earlier. During the quarter ended September 30, 2008, the Company issued 675,186 shares of common stock through its Dividend Reinvestment and Stock Purchase Plan at an average price of $10.19 per share, generating approximately $6.9 million of additional paid in capital. At September 30, 2008, Banner had 16.7 million shares outstanding, while it had 15.6 million shares outstanding a year ago.

Cash Dividend

In September 2008, Banner's Board of Directors reduced the quarterly cash dividend from $0.20 per share to $0.05 per share. The dividend was paid on October 15, 2008, to shareholders of record as of the close of business on October 6, 2008. "Our analysis indicates that the Company and its subsidiary banks have sufficient capital to accommodate the orderly collection of existing loan portfolios at current price levels and absorption rates and remain 'well capitalized' during the entire process. Nonetheless, as a result of the continuing uncertainties in the one-to-four family residential real estate market and the effect on our construction and related land and lot loan portfolio, we chose to preserve capital by reducing our quarterly dividend," Jones added. "We believe the dividend reduction is the least expensive way to maintain our capital ratios during this period of uncertain economic times."

Accounting Treatments

Banner Corporation adopted 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 has chosen to apply SFAS No. 159 to certain investment securities and wholesale borrowings, including its junior subordinated debentures, to allow it more flexibility with respect to the management of those assets and liabilities and its interest rate risk position. However, as a result of the unprecedented disruption of certain financial markets, the Company has determined that there were insufficient transactions or other market indicators during the most recent quarter to support changes in the fair values of its junior subordinated debentures and similar securities in its investment portfolio, including single issuer and pooled trust preferred securities, from their carrying values as of June 30, 2008. Had the Company valued its junior subordinated debentures and the similar investment securities using recent distressed sales, which was the only transaction data available, as market indicators, the additional net fair value adjustments would have resulted in a substantial net gain being recognized in the current quarter's operating results. However, this gain would likely be reversed in subsequent periods as market conditions normalized. We believe this conservative approach to the valuation adjustments in light of the current abnormal market conditions produces a more realistic portrayal of the quarter's results and is consistent with the recent guidance from the FASB and SEC concerning fair value estimates.

Restatement and Reclassification

The Statement of Financial Condition for the quarter ended September 30, 2007 has been restated to reflect non-material cumulative adjustments to the common stock and retained earnings components of stockholders' equity related to the tax treatment of certain elements of stock-based compensation for periods prior to January 1, 2007. The effects of these adjustments are reductions of $380,000 in income taxes payable and $2.4 million in retained earnings and increases of $2.8 million and $380,000, respectively, in common stock (paid-in capital) and total stockholders' equity as of December 31, 2006. These adjustments have immaterially affected certain previously reported ratios for the quarter ended September 30, 2007.

In addition, certain reclassifications have been made to the prior periods' consolidated financial statements and/or schedules to conform to the current period's presentation. These reclassifications may have slightly affected certain ratios for the prior periods. These reclassifications had no effect on retained earnings or net income as previously presented and the effect of these reclassifications is considered immaterial.

Conference Call

Banner will host a conference call on Thursday, October 30, 2008, at 8:00 a.m. PT, to discuss second 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 11119693# until Thursday, November 6, 2008, or via the Internet at www.bannerbank.com.

About the Company

Banner Corporation is a $4.7 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.

This press release contains statements that the Company believes are "forward-looking statements." These statements relate to the Company's financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties. When considering these forward-looking statements, you should keep in mind these risks and uncertainties, as well as any cautionary statements the Company may make. Moreover, you should treat these statements as speaking only as of the date they are made and based only on information then actually known to the Company. There are a number of important factors that could cause future results to differ materially from historical performance and these forward-looking statements. Factors which could cause actual results to differ materially include, but are not limited to, the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs; changes in general economic conditions, either nationally or in our market areas; changes in the levels of general interest rates, deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for loans, the number of unsold homes and other properties and fluctuations in real estate values in our market areas; results of examinations of us by the Board of Governors of the Federal Reserve System and our bank subsidiaries by the Federal Deposit Insurance Corporation, the Washington State Department of Financial Institutions, Division of Banks or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require us to increase our reserve for loan losses or to write-down assets; fluctuations in agricultural commodity prices, crop yields and weather conditions; our ability to control operating costs and expenses; our ability to implement our branch expansion strategy; our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we have acquired or may in the future acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto; our ability to manage loan delinquency rates; our ability to retain key members of our senior management team; costs and effects of litigation, including settlements and judgments; increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; legislative or regulatory changes that adversely affect our business; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board; war or terrorist activities; other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services 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, 2007.



 RESULTS OF OPERATIONS
 ---------------------
 (in thousands
  except shares            Quarters Ended          Nine Months Ended
  and per       -------------------------------- ---------------------
  share data)     Sep 30,    Jun 30,    Sep 30,    Sep 30,    Sep 30,
                   2008       2008       2007       2008       2007
                ---------- ---------- ---------- ---------- ----------
 INTEREST
  INCOME:
  Loans
    receivable  $   64,181 $   64,094 $   75,668 $  196,348 $  208,543
   Mortgage-
    backed
    securities       1,040      1,087      1,343      3,280      4,653
   Securities
    and cash
    equivalents      2,786      2,861      2,199      8,374      5,871
                ---------- ---------- ---------- ---------- ----------
                    68,007     68,042     79,210    208,002    219,067
  INTEREST
   EXPENSE:
   Deposits         26,818     27,565     35,341     84,446     95,329
   Federal Home
    Loan Bank
    advances         1,160      1,301        292      4,310      3,733
   Other
    borrowings         734        530        730      1,874      2,448
   Junior
    subordinated
    debentures       1,669      1,666      2,177      5,399      6,600
                ---------- ---------- ---------- ---------- ----------
                    30,381     31,062     38,540     96,029    108,110
                ---------- ---------- ---------- ---------- ----------
  Net interest
   income before
   provision for
   loan losses      37,626     36,980     40,670    111,973    110,957


  PROVISION FOR
   LOAN LOSSES       8,000     15,000      1,500     29,500      3,900
                ---------- ---------- ---------- ---------- ----------
    Net interest
     income         29,626     21,980     39,170     82,473    107,057

  OTHER
   OPERATING
   INCOME:
    Deposit fees
     and other
     service
      charges        5,770      5,494      4,750     16,277     11,803
    Mortgage
     banking
     operations      1,500      1,579      1,782      4,694      4,945
    Loan
     servicing
     fees              536        547        457      1,485      1,205
    Miscellan-
     eous              286        363        483        980      1,536
                ---------- ---------- ---------- ---------- ----------
                     8,092      7,983      7,472     23,436     19,489
    Increase
     (Decrease)
     in
     valuation
     of
     financial
     instruments
     carried at
     fair value     (6,056)       649      3,062     (4,584)     2,365
                ---------- ---------- ---------- ---------- ----------
    Total other
     operating
     income          2,036      8,632     10,534     18,852     21,854

  OTHER
   OPERATING
   EXPENSE:
   Salary and
    employee
    benefits        18,241     19,744     20,431     57,623     56,534
   Less
    capitalized
    loan
    origination
    costs           (2,040)    (2,728)    (2,455)    (7,009)    (8,224)
   Occupancy and
    equipment        5,956      5,989      5,484     17,813     14,942
   Information /
    computer
    data
    services         1,560      1,840      2,031      5,389      5,167
   Payment and
    card
    processing
    services         1,913      1,768      1,466      5,212      3,752
   Professional
    services         1,117      1,331        993      3,203      2,275
   Advertising
    and
    marketing        1,572      1,677      2,423      4,667      6,147
   State/
    municipal
    business and
    use taxes          572        576        549      1,712      1,427
   Amortization
    of core
    deposit
    intangibles        691        725        793      2,152      1,145
   Miscellaneous     4,418      4,300      3,131     12,168      9,051
                ---------- ---------- ---------- ---------- ----------
                    34,000     35,222     34,846    102,930     92,216
   Goodwill
    write-off           --     50,000         --     50,000         --
                ---------- ---------- ---------- ---------- ----------
   Total other
    operating
    expense         34,000     85,222     34,846    152,930     92,216
                ---------- ---------- ---------- ---------- ----------
   Income (Loss)
    before
    provision
    (benefit)
    for income
    taxes           (2,338)   (54,610)    14,858    (51,605)    36,695


  PROVISION FOR
   (BENEFIT
   FROM)
   INCOME TAXES     (1,347)    (2,305)     4,871     (2,143)    11,784
                ---------- ---------- ---------- ---------- ----------
  NET INCOME
   (LOSS)       $     (991)$  (52,305)$    9,987 $  (49,462)$   24,911
                ========== ========== ========== ========== ==========
  Earnings
  (Loss) per
  share
    Basic       $    (0.06)$    (3.31)$     0.64 $    (3.09)$     1.76
    Diluted     $    (0.06)$    (3.30)$     0.64 $    (3.09)$     1.73
  Cumulative
   dividends
   declared per
   common share $     0.05 $     0.20 $     0.19 $     0.45 $     0.57
  Weighted
   average
   shares
   outstanding
    Basic       16,402,607 15,821,934 15,497,193 16,025,403 14,124,607
    Diluted     16,402,607 15,872,604 15,720,248 16,025,403 14,399,211
  Shares
   repurchased
   during the
   period               --         --        700    613,903     11,310
  Shares issued
   in connection
   with
   acquisitions         --         --         --         --  2,592,611
  Shares issued
   in connection
   with exercise
   of stock
   options or
   DRIP            675,186    401,645    141,281  1,328,222    925,496

 ---------------------------------------------------------------------
 PRO FORMA DISCLOSURES EXCLUDING THE EFFECTS OF THE CHANGE IN THE
  VALUATION OF FINANCIAL INSTRUMENTS CARRIED AT FAIR VALUE AND
  GOODWILL WRITE-OFF

  NET INCOME
   (LOSS) from
   above        $     (991)$  (52,305)$    9,987 $  (49,462)$   24,911
    ADJUSTMENTS
     FOR CHANGE
     IN VALUATION
     OF FINANCIAL
     INSTRUMENTS
     AND GOODWILL
     WRITE-OFF
    Change in
     valuation
     of financial
     instruments
     carried at
     fair value      6,056       (649)    (3,062)     4,584     (2,365)
    Goodwill
     write-off          --     50,000         --     50,000         --
    Income tax
     provision
     (benefit)
     related to
     above items    (2,180)       234      1,102     (1,650)       851
                ---------- ---------- ---------- ---------- ----------
      Above
       items,
       net of
       income tax
       provision
       (benefit)     3,876     49,585     (1,960)    52,934     (1,514)
                ---------- ---------- ---------- ---------- ----------

  NET INCOME
   (LOSS) FROM
   RECURRING
   OPERATIONS   $    2,885 $   (2,720)$    8,027 $    3,472 $   23,397
                ========== ========== ========== ========== ==========
 Earnings (Loss)
  per share
  EXCLUDING the
  effects of
  change in
  valuation of
  financial
  instruments
  carried at
  fair value
  and goodwill
  write-off
    Basic       $     0.18 $    (0.17)$     0.52 $     0.22 $     1.66
    Diluted     $     0.18 $    (0.17)$     0.51 $     0.22 $     1.62


  FINANCIAL  CONDITION
 (in thousands except
 shares and per share
 data)                      Sep 30,    Jun 30,    Sep 30,    Dec 31,
                             2008       2008       2007       2007
                          ---------- ---------- ---------- ----------
 ASSETS
 ------
 Cash and due from banks  $   80,508 $   91,953 $   83,933 $   98,120
 Federal funds and
  interest-bearing
  deposits                       403        430     62,628        310
 Securities - at fair
  value                      239,009    238,670    158,932    202,863
 Securities - held to
  maturity                    55,389     55,612     53,259     53,516
 Federal Home Loan Bank
  stock                       37,371     37,371     37,291     37,371
 Loans receivable:
   Held for sale               6,085      6,817      4,121      4,596
   Held for portfolio      3,993,094  3,966,482  3,617,130  3,805,021
   Allowance for loan
    losses                   (58,846)   (58,570)   (44,212)   (45,827)
                          ---------- ---------- ---------- ----------
                           3,940,333  3,914,729  3,577,039  3,763,790

 Accrued interest
  receivable                  22,799     22,890     26,376     24,980
 Real estate owned held
  for sale, net               10,147     11,390      3,072      1,867
 Property and equipment,
  net                         97,958     97,928     95,816     98,098
 Goodwill and other
  intangibles, net            85,513     86,205    128,868    137,654
 Bank-owned life insurance    52,500     52,213     51,024     51,483
 Other assets                 28,329     26,953     22,123     22,606
                          ---------- ---------- ---------- ----------
                          $4,650,259 $4,636,344 $4,300,361 $4,492,658
                          ========== ========== ========== ==========

 LIABILITIES
 ----------
 Deposits:
   Non-interest-bearing   $  521,927 $  477,144 $  473,571 $  484,251
   Interest-bearing
    transaction and
    savings
   accounts                1,086,621  1,216,217  1,299,232  1,288,112
   Interest-bearing
    certificates           2,182,318  2,063,392  1,825,096  1,848,230
                          ---------- ---------- ---------- ----------
                           3,790,866  3,756,753  3,597,899  3,620,593

 Advances from Federal
  Home Loan Bank at fair
  value                      209,243    182,496     24,577    167,045
 Customer repurchase
  agreements and other
  borrowings                 104,496    164,192     78,511     91,724

 Junior subordinated
  debentures at fair value   101,358    101,358    122,220    113,270

 Accrued expenses and
  other liabilities           44,486     37,438     47,577     47,989
 Deferred compensation        12,880     12,694     10,830     11,596
 Deferred income tax
  liability, net                  --         --         --      2,595
 Income taxes payable (1)         --         --      4,783         --
                          ---------- ---------- ---------- ----------
                           4,263,329  4,254,931  3,886,397  4,054,812

 STOCKHOLDERS' EQUITY
 --------------------
 Common stock (1)            306,741    299,425    285,468    300,486
 Retained earnings (1)        82,377     84,204    130,826    139,636
 Other components of
  stockholders' equity        (2,188)    (2,216)    (2,330)    (2,276)
                          ---------- ---------- ---------- ----------
                             386,930    381,413    413,964    437,846
                          ---------- ---------- ---------- ----------
                          $4,650,259 $4,636,344 $4,300,361 $4,492,658
                          ========== ========== ========== ==========
 Shares Issued:
 Shares outstanding at end
  of period               16,980,468 16,305,282  5,821,067 16,266,149
   Less unearned ESOP
    shares at end of
    period                   240,381    240,381    240,381    240,381
                          ---------- ---------- ---------- ----------
 Shares outstanding
  at end of period
  excluding
  unearned ESOP shares    16,740,087 16,064,901 15,580,686 16,025,768
                          ========== ========== ========== ==========
 Book value per share (1)
  (2)                     $    23.11 $    23.74 $    26.57 $    27.32

 Tangible book value per
  share (1) (2) (3)       $    18.01 $    18.38 $    18.30 $    18.73

 Consolidated Tier 1
  leverage capital ratio        8.86%      8.80%      9.83%     10.04%

 (1) - Income taxes payable, common stock and retained earnings have
       been restated to reflect adjustments related to the tax
       treatment of certain elements of stock-based compensation.
 (2) - 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.
 (3) - Tangible book value excludes goodwill, core deposit and other
       intangibles.


  ADDITIONAL FINANCIAL
 INFORMATION
 (dollars in thousands)


                 Sep 30,     Jun 30,    Sep 30,    Dec 31,
                  2008        2008       2007       2007
               ---------- ---------- ---------- ----------
 LOANS (includ-
  ingloans held
  for sale):
 -------------
 Commercial
  real estate  $1,013,919 $  983,732 $  811,816 $  882,523
 Multifamily
  real estate     141,787    145,016    170,316    165,886
 Commercial
  construction    113,342    103,009     84,176     74,123
 Multifamily
  construction     22,236     17,681     41,814     35,318
 One- to four-
  family const-
  ruction         482,443    540,718    624,280    613,779
 Land and land
  development     481,521    494,944    463,514    497,962
 Commercial
  business        694,688    709,109    630,827    696,350
 Agricultural
  business
  including
  secured by
  farmland        213,753    212,397    178,158    186,305
 One- to four-
  family real
  estate          561,043    511,611    424,122    445,222
 Consumer         274,447    255,082    192,228    212,149
               ---------- ---------- ---------- ----------
   Total loans
   outstanding $3,999,179 $3,973,299 $3,621,251 $3,809,617
               ========== ========== ========== ==========
 Restructured
  loans perfo-
  rming under
  their restr-
  uctured
  terms        $   15,514 $    7,771 $       -- $    2,750
               ========== ========== ==========  ==========

 Total loans 30
  days past due
  and on non-
  accrual      $  137,953 $  113,115 $   38,974 $   69,031
               ========== ========== ========== ==========

 Total delinq-
  uent loans /
  Total loans
  outstanding        3.45%      2.85%      1.08%      1.81%

 GEOGRAPHIC
  CONCENTRATION
  OF LOANS AT
 September 30,
    2008       Washington   Oregon      Idaho     Other      Total
 ------------- ---------- ---------- ---------- ---------- ----------
 Commercial
  realestate   $  759,622 $  165,730 $   79,031 $    9,536 $1,013,919
 Multifamily
  real estate     117,907     12,327      8,133      3,420    141,787
 Commercial
  construction     76,240     29,438      7,038        626    113,342
 Multifamily
  construction     18,206      4,030         --         --     22,236
 One- to four-
  family cons-
  truction        219,247    238,947     24,249         --    482,443
 Land and land
  development     245,532    164,931     71,058         --    481,521
 Commercial
  business        523,087     72,110     82,584     16,907    694,688
 Agricultural
  business inc-
  luding
  secured by
  farmland         89,726     57,071     66,925         31    213,753
 One- to four-
  family real
  estate          463,090     68,652     25,984      3,317    561,043
 Consumer         206,587     48,766     19,094         --    274,447
               ---------- ---------- ---------- ---------- ----------
  Total loans
   outstanding $2,718,907 $  862,394 $  384,041 $   33,837 $3,999,179
               ========== ========== ========== ========== ==========
   Percent of
    total loans      68.0%      21.6%       9.6%       0.8%     100.0%


 DETAIL OF LAND
  AND LAND
  DEVELOPMENT
  LOANS AT
 September 30,
   2008        Washington   Oregon     Idaho      Other       Total
 ------------- ---------- ---------- ---------- ---------- ----------

 Residential
   Acquisition
    & develop-
    ment       $  127,501 $  117,630 $   27,365 $       -- $  272,496
   Improved
    lots           45,589     31,281     13,341         --     90,211
   Unimproved
    land           31,430     11,684     21,276         --     64,390
  Commercial &
   industrial
   Acquisition
  & development     6,554         --        191         --      6,745
   Improved
    land           17,453      1,604      3,602         --     22,659
   Unimproved
    land           17,005      2,732      5,283         --     25,020
               ========== ========== ========== ========== ==========
    Total land
     & land de-
     velopment
     loans out-
     standing  $  245,532 $  164,931 $   71,058 $       -- $  481,521
               ========== ========== ========== ========== ==========

 ADDITIONAL
  INFORMATION
  ON DEPOSITS &
  OTHER
  BORROWINGS
 --------------
 BREAKDOWN OF    Sep 30,    Jun 30,    Sep 30,    Dec 31,
    DEPOSITS      2008       2008       2007       2007
               ---------- ---------- ---------- ----------
   Non-interest
    -bearing   $  521,927 $  477,144 $  473,571 $  484,251
               ---------- ---------- ---------- ----------
   Interest-
    bearing
    checking      373,496    411,571    438,974    430,636
   Regular
    savings
    accounts      519,285    580,482    602,190    609,073
   Money market
    accounts      193,840    224,164    258,068    248,403
               ---------- ---------- ---------- ----------
    Interest-
     bearing
    transaction
     & savings
     accounts   1,086,621  1,216,217  1,299,232  1,288,112
               ---------- ---------- ---------- ----------
   Three-month
    maturity
    money mark-
    et certifi-
    cates         153,300    163,980    167,025    165,693
   Other certi-
    ficates     2,029,018  1,899,412  1,658,071  1,682,537
               ---------- ---------- ---------- ----------
    Interest-
     bearing
     certific-
     ates       2,182,318  2,063,392  1,825,096  1,848,230
               ---------- ---------- ---------- ----------
    Total
     deposits  $3,790,866 $3,756,753 $3,597,899 $3,620,593
               ========== ========== ========== ==========

   INCLUDED IN
    OTHER
    BORROWINGS
   ------------
   Customer
    repurchase
    agreements/
    "Sweep
    accounts"  $  103,496 $   91,192 $   78,511 $   91,724
               ========== ========== ========== ==========

               Washington   Oregon      Idaho      Total
               ---------- ---------- ---------- ----------
  GEOGRAPHIC
 CONCENTRATION
 OF DEPOSITS AT
  September 30,
  2008         $3,051,226 $  510,080 $  229,560 $3,790,866
 ------------- ========== ========== ========== ==========


 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

                             Quarters Ended        Nine Months Ended
                     ----------------------------  ------------------
 CHANGE IN THE        Sep 30,   Jun 30,   Sep 30,   Sep 30,   Sep 30,
  ALLOWANCE FOR LOAN   2008      2008      2007      2008      2007
  LOSSES             --------  --------  --------  --------  --------
 -------------------

 Balance, beginning
  of period            58,570  $ 50,446  $ 43,248  $ 45,827  $ 35,535

 Acquisitions /
  (divestitures)           --        --        --        --     5,957

 Provision              8,000    15,000     1,500    29,500     3,900

 Recoveries of loans
  previously charged
  off                   2,357       255       469     2,756     1,364

 Loans charged-off    (10,081)   (7,131)   (1,005)  (19,237)   (2,544)
                     ========  ========  ========  ========  ========
   Net (charge-offs)
    recoveries         (7,724)   (6,876)     (536)  (16,481)   (1,180)
                     --------  --------  --------  --------  --------

 Balance, end of
  period             $ 58,846  $ 58,570  $ 44,212  $ 58,846  $ 44,212
                     ========  ========  ========  =======   ========

 Net charge-offs
  (recoveries) /
  Average loans
  outstanding            0.19%     0.18%     0.01%     0.42%     0.04%



 ALLOCATION OF
 ALLOWANCE FOR LOAN   Sep 30,   Jun 30,   Sep 30,   Dec 31,
 LOSSES                2008      2008      2007      2007
 ------------------  --------  --------  --------  --------

 Specific or allocated
  loss allowance

   Commercial real
    estate           $  2,789  $  4,518  $  5,393  $  3,771


   Multifamily real
    estate                103       524     1,504       934

   Construction and
    land               21,932    19,991    16,527     7,569


   One- to four-
    family real
    estate                511     2,322     1,164     1,987

   Commercial
    business           23,085    21,494    14,424    19,026
   Agricultural busi-
    ness, including
    secured by farm-
    land                1,097     1,634     2,575     1,419

   Consumer             2,935     2,583     1,572     3,468
                     --------  --------  --------  --------

     Total allocated   52,452    53,066    43,159    38,174
   Estimated allowance
    for undisbursed
    commitments         1,060       543       407       330

   Unallocated          5,334     4,961       646     7,323
                     --------  --------  --------  --------

     Total allowance
     for loan losses $ 58,846  $ 58,570  $ 44,212  $ 45,827
                     ========  ========  ========  ========

 Allowance for loan
  losses  /  Total
  loans outstanding      1.47%     1.47%     1.22%     1.20%


                                         Minimum for Capital
 REGULATORY CAPITAL                          Adequacy or
    RATIOS AT              Actual        "Well Capitalized"
 ------------------- ------------------  ------------------
  September 30, 2008  Amount     Ratio    Amount     Ratio
 ------------------- --------  --------  --------  --------

 Banner Corporation-
  consolidated
   Total capital to
    risk-weighted
    assets            $455,928     11.01% $331,389      8.00%
   Tier 1 capital
    to risk-weight-
    ed assets          404,061      9.75%  165,695      4.00%
   Tier 1 leverage
    capital to
    average assets     404,061      8.86%  181,054      4.00%

 Banner Bank
   Total capital to
    risk-weighted
    assets             428,966     10.81%  396,804      0.00%
   Tier 1 capital
    to risk-weight-
    ed assets          379,272      9.56%  238,082      6.00%
   Tier 1 leverage
    capital to
    average assets     379,272      8.61%  220,351      5.00%

 Islanders Bank
   Total capital to
    risk-weighted
    assets              21,589     12.21%   17,677      0.00%
   Tier 1 capital to
    risk-weighted
    assets              19,944     11.28%   10,606      6.00%
   Tier 1 leverage
    capital to
    average assets      19,944     12.36%    8,065      5.00%

 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

                      Sep 30,   Jun 30,   Sep 30,   Dec 31,
                       2008      2008      2007       2007
                     --------  --------  --------  --------
 NON-PERFORMING ASSETS
 ---------------------
 Loans on non-accrual
  status Secured by
  real estate:
     Commercial      $  6,368  $  5,907  $    544  $  1,357
     Multifamily           --        --     1,250     1,222
     Construction and
      land             98,108    70,340    10,699    33,432
     One- to four-
      family            6,583     5,526     1,070     3,371
    Commercial busi-
     ness               6,905     6,875     5,713     2,250
    Agricultural busi-
     ness, including
     secured by farm-
     land                 265       265       512       436
    Consumer              427        --        --        --
                     ========  ========  ========  ========
                      118,656    88,913    19,788    42,068

 Loans more than 90
  days delinquent,
  still on accrual
  Secured by real
    estate:
     Commercial            --        --        --        --
     Multifamily           --        --        --        --
     Construction and
      land                 --        --        --        --
     One- to four-
      family              635       889        54       221
    Commercial busi-
     ness                  --        --        --        --
    Agricultural bus-
     iness, including
     secured by farm-
     land                  --        --        --        --
    Consumer               75       116        78        94
                     ========  ========  ========  ========
                          710     1,005       132       315
                     ========  ========  ========  ========
 Total non-
  performing loans    119,366    89,918    19,920    42,383
 Real estate owned
  (REO) / 
  Repossessed assets   10,153    11,397     3,294     1,885
                     --------  --------  --------  --------
     Total non-
      performing 
      assets         $129,519  $101,315  $ 23,214  $ 44,268
                     ========  ========  ========  ========
 Total non-
  performing assets  
  /  Total assets       2.79%     2.19%     0.54%     0.99%

 DETAIL & GEOGRAPHIC
  CONCENTRATION OF
  NON-PERFORMING
  ASSETS AT

  September 30,
   2008             Washington  Oregon     Idaho     Other     Total
 ------------------ ---------- --------  --------  --------  --------
 Secured by real
  estate:
    Commercial       $  5,261  $    121  $    986  $     --  $  6,368
    Multifamily            --        --        --        --        --
    Construction and
      land
     One- to four-
      family constru-
      ction            24,773    14,027     3,591        --    42,391
     Residential land
      acquisition &
      development      20,732    12,071     6,240        --    39,043
     Residential land
      improved lots     8,399       945     1,297        --    10,641
     Residential land
      unimproved          330        --     5,414        --     5,744
     Commercial land
      acquisition &
      development          --        --        --        --        --
     Commercial land
      improved            232        --        --        --       232
     Commercial land
      unimproved           57        --        --        --        57
                     --------  --------  --------  --------  --------
      Total construc-
       tion and land   54,523    27,043    16,542        --    98,108

    One- to four-
     family             6,956       103       159        --     7,218
 Commercial business    5,421       708       712        64     6,905
 Agricultural busi-
  ness, including
  secured by farmland     265        --        --        --       265
 Consumer                 502        --        --        --       502
                     --------  --------  --------  --------  --------
 Total non-performing
  loans                72,928    27,975    18,399        64   119,366

 Real estate owned
  (REO) and reposse-
  sed assets            3,746     4,540     1,867        --    10,153
                     --------  --------  --------  --------  --------
     Total  non-per-
       forming assets
       at end of the
       period        $ 76,674  $ 32,515  $ 20,266  $     64  $129,519
                     ========  ========  ========  ========  ========


 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)
 (rates / ratios annualized)


                      Quarters Ended               Nine Months Ended
 OPERATING  ----------------------------------  ----------------------
 PERFORMANCE  Sep 30,     Jun 30,     Sep 30,     Sep 30,    Sep 30,
 -----------   2008        2008        2007        2008        2007
            ----------  ----------  ----------  ----------  ----------
                                    Restated(1)             Restated(1)
 Average
  loans     $4,001,999  $3,917,563  $3,626,541  $3,917,155  $3,343,901
 Average
  securities
  and
  deposits     342,153     336,662     313,325     330,474     312,903
 Average
  non-
  interest-
  earning
  assets       296,572     352,639     346,762     334,733     277,587
            ----------  ----------  ----------  ----------  ----------
   Total
    average
    assets  $4,640,724  $4,606,864  $4,286,628  $4,582,362  $3,934,391
            ==========  ==========  ==========  ==========  ==========

 Average
  deposits  $3,810,718  $3,719,748  $3,593,722  $3,712,530  $3,232,959
 Average
  borrowings   415,517     419,280     221,837     415,453     297,294
 Average
  non-
  interest-
  earning
  liabilit-
  ies           25,506      31,475      62,120      31,967      57,392
            ----------  ----------  ----------  ----------  ----------

   Total
    average
    liabil-
    ities    4,251,741   4,170,503   3,877,679   4,159,950   3,587,645

 Total
  average
  stock-
  holders'
  equity       388,983     436,361     408,949     422,412     346,746
            ----------  ----------  ----------  ----------  ----------
   Total
    average
    liabil-
    ities
    and
    equity  $4,640,724  $4,606,864  $4,286,628  $4,582,362  $3,934,391
            ==========  ==========  ==========  ==========  ==========

 Interest
  rate yield
  on loans        6.38%       6.58%       8.28%       6.70%       8.34%
 Interest
  rate yield
  on
  securities
  and
  deposits        4.45%       4.72%       4.48%       4.71%       4.50%
            ----------  ----------  ----------  ----------  ----------
   Interest
    rate
    yield on
    interest
    -earning
    assets        6.23%       6.43%       7.98%       6.54%       8.01%
            ----------  ----------  ----------  ----------  ----------

 Interest
  rate
  expense on
  deposits        2.80%       2.98%       3.90%       3.04%       3.94%
 Interest
  rate
  expense on
  borrowings      3.41%       3.35%       5.72%       3.72%       5.75%
            ----------  ----------  ----------  ----------  ----------

   Interest
    rate
    expense
    on
    interest
    -bearing
    liabili-
    ties          2.86%       3.02%       4.01%       3.11%       4.09%
            ----------  ----------  ----------  ----------  ----------

 Interest
  rate
  spread          3.37%       3.41%       3.97%       3.43%       3.92%
            ==========  ==========  ==========  ==========  ==========

 Net
  interest
  margin          3.45%       3.50%       4.10%       3.52%       4.06%
            ==========  ==========  ==========  ==========  ==========

 Other
  operating
  income /
  Average
  assets          0.17%       0.75%       0.97%       0.55%       0.74%
 Other
  operating
  expense /
  Average
  assets          2.91%       7.44%       3.23%       4.46%       3.13%
 Efficiency
  ratio
  (other
  operating
  expense /
  revenue)       85.72%     186.84%      68.05%     116.90%      69.43%
 Return
  (Loss) on
  average
  assets         (0.08%)     (4.57%)      0.92%      (1.44%)      0.85%
 Return
  (Loss) on
  average
  equity         (1.01%)    (48.21%)      9.69%     (15.64%)      9.61%
 Return
  (Loss) on
  average
  tangible
  equity(2)      (1.24%)    (66.67%)     13.36%     (20.76%)     12.44%

 Average
  equity /
  Average
  assets          8.38%       9.47%       9.54%       9.22%       8.81%

 (1)- Average non-interest-earning liabilities and average
      stockholders' equity have been restated to reflect adjustments
      related to the tax treatment of certain elements of stock-based
      compensation.

 (2)- Average tangible equity excludes goodwill, core deposit and other
      intangibles.
 ---------------------------------------------------------------------
 Operating performance for the periods presented excluding the effects
  of change in valuation of financial instruments carried at fair
  value and goodwill write-off

 Other operating income (loss)
  EXCLUDING change in valuation
  of financial instruments
  carried at fair value and
  goodwill write-off / Average
  assets                         0.69%   0.70%   0.69%   0.68%   0.66%

 Other operating expense
  EXCLUDING goodwill write-off /
  Average assets                 2.91%   3.08%   3.23%   3.00%   3.13%

 Efficiency ratio (other
  operating expense / revenue)
  EXCLUDING change in valuation
  of financial instruments
  carried at fair value and
  goodwill write-off            74.37%  78.34%  72.38%  76.01%  70.69%

 Return (Loss) on average 
  assets EXCLUDING change 
  in valuation of financial 
  instruments carried at 
  fair value and goodwill 
  write-off                       0.25%  (0.24%)  0.74%   0.10%   0.80%

 Return (Loss) on average equity
  EXCLUDING change in valuation
  of financial instruments
  carried at fair value and
  goodwill write-off             2.95%  (2.51%)  7.79%   1.10%   9.02%

 Return (Loss) on average
  tangible equity EXCLUDING
  change in valuation of
  financial instruments carried
  at fair value and goodwill
  write-off                      3.61%  (3.47%) 10.74%   1.46%  11.69%


            

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