Banner Corporation Announces Fourth Quarter and Year End Results; Includes $71 Million Goodwill Write-Off and $124 Million TARP CPP Proceeds; Remains 'Well Capitalized'


WALLA WALLA, Wash., Jan. 28, 2009 (GLOBE NEWSWIRE) -- Banner Corporation (Nasdaq:BANR), the parent company of Banner Bank and Islanders Bank, today reported that it had a net loss of $78.5 million, or $4.72 per diluted share available to common shareholders, for the quarter ended December 31, 2008, compared to net income of $12.0 million, or $0.74 per diluted share, for the quarter ended December 31, 2007. The current quarter's results included a $71.1 million non-cash impairment charge to write-off the remaining balance of goodwill previously reflected on the Company's books. The current quarter's net income also included a $33.0 million provision for loan losses and $13.7 million of net fair value gains. Banner recorded a net loss of $128.0 million, or $7.94 per diluted share available to common shareholders (including a $121.1 million write-down of goodwill), for the year ended December 31, 2008, compared to net income of $36.9 million, or $2.49 per diluted share, for the year ended December 31, 2007.

"Deteriorating economic conditions and ongoing strains in the financial and housing markets presented an unusually challenging environment for Banner Corporation in 2008, which is reflected in our disappointing fourth quarter and year-to-date results," said D. Michael Jones, President and CEO. "This was particularly evident in our need to provide for credit losses at a significantly higher level than our historical experience. Although we anticipate that credit costs will be elevated well into 2009, we continue to believe 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."

"The challenging environment and faltering equity markets also caused us to take another hard look at the carrying value of goodwill and to conclude that it was appropriate to record a non-cash write-off of that asset," continued Jones. "At least annually, and more often if appropriate, all companies are required to determine the value of goodwill as an asset. While there currently is a great deal of uncertainty with respect to the market valuation of certain other assets, declining stock prices for financial services companies clearly indicate that the value of goodwill for the industry has been severely diminished. As a result of the significant decline in most banks' common stock prices, including Banner's, and the lack of merger transactions in recent months, measuring the value of goodwill has become difficult and imprecise at best; however, we have concluded that continuing to record it as an asset on our books would be inappropriate. Therefore we have taken this action to reflect current market conditions as of December 31, 2008. As goodwill is not a component of regulatory capital calculations, is ignored by most institutional investors and has no effect on liquidity or operations, there is no meaningful effect from this accounting entry.

"Despite obvious concerns related to the national economy, soft housing markets and financial market turmoil, we continue to have a positive view on the long-term economic prospects for the Northwest markets that we serve. We 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."

Credit Quality

"The housing market remained weak in many of our primary service areas during the fourth quarter, resulting in increasing delinquencies and non-performing assets, primarily in our construction and land development loan portfolios, and declining property values. As a result, our provision for loan losses was at a significantly higher amount than our historical levels and normal expectations." said Jones. "In November and December, in particular, home and lot sales activity was exceptionally slow, causing additional stress on builders' and developers' cash flows and ability to service debt, which is reflected in our increased non-performing asset totals. However, we remain confident that we can work our way through the housing market-related problems and we are actively engaged with our borrowers in resolving problem loans. While property values have continued to decline, our reserve levels are substantial and, along with our impairment analysis and charge-off actions, reflect current appraisals and valuation estimates."

Banner added $33.0 million to its provision for loan losses in the fourth quarter of 2008, compared to $8.0 million in the third quarter of 2008 and $2.0 million in the fourth quarter of 2007. For the year ended December 31, 2008, Banner's provision for loan losses was $62.5 million compared to $5.9 million for the year ended December 31, 2007. The allowance for loan losses at December 31, 2008 was $75.2 million, representing 1.90% of total loans outstanding. Non-performing loans were $187.3 million at December 31, 2008, compared to $119.4 million in the previous quarter and $42.4 million at December 31, 2007. In addition, Banner's real estate owned and repossessed assets were $21.9 million at December 31, 2008 compared to $10.2 million in the previous quarter and $1.9 million at December 31, 2007. Banner's net charge-offs in the current quarter totaled $16.6 million, or 0.42% of average loans. Net charge-offs for the year ended December 31, 2008 were $33.1 million, or 0.84% of average loans.

One-to-four family residential construction and related lot and land loans represent 23% of the total loan portfolio and 82% of non-performing assets. The geographic distribution of all construction and land development loans, including residential and commercial properties, is approximately 30% in the greater Puget Sound market, 40% in the greater Portland, Oregon market, and 9% in the greater Boise, Idaho market, with the remaining 21% 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 $81.0 million, or 47%, in the Puget Sound region, $72.6 million, or 40%, in the greater Portland market area and $16.7 million, or 9%, in the greater Boise market area.

"Other non-housing-related segments of the loan portfolio are beginning to show some signs of stress and increased non-performing loans as the effects of the slowing economy become more evident," Jones added. "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 3.23% for the fourth quarter of 2008, compared to 3.45% in the preceding quarter and 3.82% for the fourth quarter of 2007. For the year ended December 31 2008, the net interest margin was 3.45% compared to 3.99% for the year ended December 31, 2007. Funding costs decreased nine basis points compared to the previous quarter and decreased 107 basis points from the fourth quarter a year earlier, while asset yields decreased 34 basis points from the prior linked quarter and 164 basis points from the fourth quarter a year ago.

"While funding costs improved as expected, we continued to experience decreasing asset yields during the fourth quarter which further reduced our net interest margin," said Jones. "Early in the quarter pressure on deposit pricing was intense, as system-wide liquidity concerns temporarily pushed competitive deposit rates higher despite the Federal Reserve's efforts to lower market interest rates. Those concerns abated as the quarter progressed, particularly following the announcement of increased FDIC insurance coverage, allowing deposit costs to decline modestly. By contrast, the impact of the Federal Reserve's three rate cuts was evident in lower loan yields and reduced borrowing costs. In addition, our lower net interest margin also reflected the higher level of delinquencies, as non-accruing loans reduced the margin by approximately 34 basis points in this year's fourth quarter compared to approximately 24 basis points in the third quarter of 2008 and approximately 16 basis points in the fourth quarter of 2007."

For the fourth quarter of 2008, net interest income before the provision for loan losses was $35.6 million, compared to $37.6 million in the preceding quarter and $38.7 million in the same quarter a year ago. Reflecting the lower margin, net interest income before the provision for loan losses decreased to $147.6 million for the year ended December 31, 2008, compared to $149.6 million for the year ended December 31, 2007. Revenues from recurring operations* (net interest income before the provision for loan losses plus total other operating income excluding fair value adjustments) were $42.9 million in the fourth quarter of 2008, compared to $45.7 million for the third quarter of 2008 and $46.2 million for the fourth quarter a year ago. Revenues from recurring operations for the year ended December 31, 2008 increased to $178.3 million, compared to $176.6 million in the year ended December 31, 2007.

Banner's results for the fourth quarter of 2008 included a net gain of $13.7 million ($8.8 million after tax), compared to a net gain of $9.2 million ($5.9 million after tax) in the fourth 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. The fair value adjustments in the current quarter predominantly reflect changes in the valuation of trust preferred securities and junior subordinated debentures, both owned and issued by the Company. For the year ended December 31, 2008, fair value adjustments resulted in a net gain of $9.2 million ($5.9 million after tax), compared to a net gain of $11.6 million ($7.4 million after tax) for the year ended December 31, 2007.

Total other operating income for the fourth quarter was $21.0 million compared to $16.7 million for the same quarter a year ago. Total other operating income from recurring operations* (excluding fair value adjustments) for the fourth quarter was $7.3 million compared to $8.1 million in the preceding quarter and $7.5 million for the same quarter a year ago. For the year ended December 31, 2008, total other operating income from recurring operations increased 14% to $30.7 million, compared to $27.0 million for the year ended December 31, 2007. Primarily reflecting a recent slow-down in customer transaction volumes, income from deposit fees and other service charges decreased to $5.3 million in the fourth quarter of 2008, compared to $5.8 million for the preceding quarter. By contrast, deposit fees and service charges increased by 10% from $4.8 million in the fourth quarter a year ago, largely as a result of growth in our customer base and related payment processing activities. Income from mortgage banking operations decreased slightly in the fourth quarter to $1.4 million compared to $1.5 million in the preceding quarter, but was slightly higher than the $1.3 million recorded in the same quarter a year ago. For the year, mortgage banking revenues declined modestly to $6.0 million from $6.3 million in 2007. "The slowing economy adversely affected our payment processing business in the most recent quarter as activity levels for deposit customers, cardholders and merchants clearly declined; however, we are pleased with the year-over-year growth in our customer base and payment processing activities," Jones noted. "We are also pleased that our mortgage banking revenues have remained solid despite a very difficult year for housing finance. Further, the currently very low level of interest rates has resulted in a significant increase in mortgage loan applications in recent weeks."

"Controllable operating expenses were generally well managed in the fourth quarter reflecting continuing efforts to improve our processes and efficiency. Unfortunately, collection and legal costs, including charges related to acquired real estate, remained high," said Jones. "In addition, FDIC insurance expense increased significantly as a result of increased assessment rates for the current quarter, as well as a $1.3 million correction of an error recognizing the appropriate coverage periods related to previous quarterly assessments, including $744,000 for the year ended December 31, 2007. Although we anticipate collection costs will continue to be above historical levels for a number of future quarters, we expect continued expense discipline will be a positive factor going forward."

Total other operating expenses from recurring operations* (non-interest expenses excluding the goodwill write-off) were $36.0 million in the fourth quarter of 2008, compared to $34.0 million in the preceding quarter and $35.3 million in the fourth quarter a year ago. For the year ended December 31, 2008, other operating expenses from recurring operations were $138.9 million compared to $127.5 million in 2007. The 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 16 branches and nearly $800 million in total assets. Operating expenses from recurring operations as a percentage of average assets was 3.06% in the fourth quarter of 2008, compared to 2.91% in the previous quarter and 3.20% in the fourth quarter a year ago.

*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.

Balance Sheet Review

"New loan origination volumes were light in the fourth quarter, reflecting the slowing economic activity. While commercial business loans increased meaningfully, continued payoffs of construction loans and seasonal declines in certain agricultural loans resulted in a modest decrease in total loan balances compared to the prior quarter end." said Jones. "Although slower in the fourth quarter, home sales have been sufficient to reduce the portfolio of one-to-four family construction loans by $193.1 million over the past twelve months, including a $61.8 million reduction in the most recent quarter. As a result, at December 31, 2008 our one-to-four family construction loans have declined by $233.9 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 $190.2 million, also compared to their peak quarter-end balances at June 30, 2007." Net loans increased 3% to $3.89 billion at December 31, 2008, compared to $3.76 billion a year earlier. Total assets also increased 2% to $4.58 billion at December 31, 2008, compared to $4.49 billion a year earlier.

Total deposits increased 4% to $3.78 billion at December 31, 2008, compared to $3.62 billion at December 31, 2007. Non-interest-bearing accounts increased 5% and certificates of deposit increased 15% during the twelve months ended December 31, 2008, while total transaction and savings accounts decreased 7%. "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."

On November 21, 2008, Banner received $124 million from the U.S. Treasury Department as a part of the Treasury's Capital Purchase Program. This funding marked Banner's successful completion of the sale of $124 million in senior preferred stock, with a related warrant to purchase up to $18.6 million in common stock, to the U.S. Treasury. The warrant provides the Treasury the option to purchase up to 1,707,989 shares of Banner Corporation common stock at a price of $10.89 per share at any time during the next ten years. "The additional capital will enhance our capacity to support the communities we serve through expanded lending activities and economic development," said Jones. "This capital will also add flexibility in considering strategic options that may be available to us. We believe participation in this program should be beneficial not only to the communities we serve, but also to the employees, customers and shareholders of Banner Corporation."

Tangible stockholders' equity at December 31, 2008 was $419.6 million, including $115.9 million attributable to preferred stock, compared to $300.2 million at December 31, 2007. Tangible book value per common share was $17.96 at quarter-end, compared to $18.73 a year earlier. During the quarter ended December 31, 2008, the Company issued 171,770 shares of common stock through its Dividend Reinvestment and Stock Purchase Plan at an average price of $10.91 per share, generating approximately $1.9 million of additional paid in capital. At December 31, 2008, Banner had 16.9 million shares outstanding, while it had 16.0 million shares outstanding a year ago.

Cash Dividend

On December 16, 2008, Banner's Board of Directors declared a quarterly cash dividend of $0.05 per share, payable to shareholders of record as of the close of business on December 31, 2008. The dividend was paid on January 12, 2009. "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," said Jones. "Nonetheless, we will continue to evaluate our dividend payments on a quarterly basis during this period of uncertain economic times to ensure that we are appropriately managing our capital position."

Conference Call

Banner will host a conference call on Thursday, January 29, 2009, at 8:00 a.m. PT, to discuss fourth 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, February 5, 2009, or via the Internet at www.bannerbank.com.

About the Company

Banner Corporation is a $4.6 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
 -----------            Quarters Ended                Year Ended
 (in thousands -------------------------------- ---------------------
  except shares  Dec 31,    Sep 30,    Dec 31,    Dec 31,    Dec 31,
  and per share   2008       2008       2007       2008       2007
  data)        ---------- ---------- ---------- ---------- ----------

 INTEREST 
  INCOME:
   Loans
    receivable $   60,603 $   64,181 $   72,592 $  256,951 $  281,135
   Mortgage-
    backed
    securities      1,359      1,040      1,179      4,639      5,832
   Securities
    and cash
    equivalents     2,934      2,786      2,471     11,308      8,342
               ---------- ---------- ---------- ---------- ----------
                   64,896     68,007     76,242    272,898    295,309

 INTEREST EXPENSE:
   Deposits        25,868     26,818     34,091    110,314    129,420
   Federal Home
    Loan Bank
    advances        1,097      1,160        435      5,407      4,168
   Other
    borrowings        397        734        766      2,271      3,214
   Junior sub-
    ordinated
    debentures      1,954      1,669      2,288      7,353      8,888
               ---------- ---------- ---------- ---------- ----------
                   29,316     30,381     37,580    125,345    145,690
               ---------- ---------- ---------- ---------- ----------
   Net interest
    income
    before pro-
    vision for
    loan losses    35,580     37,626     38,662    147,553    149,619

 PROVISION FOR
  LOAN LOSSES      33,000      8,000      2,000     62,500      5,900
               ---------- ---------- ---------- ---------- ----------
   Net interest
    income          2,580     29,626     36,662     85,053    143,719

 OTHER OPERATING
  INCOME:
   Deposit fees
    and other
    service
    charges         5,263      5,770      4,770     21,540     16,573
   Mortgage
    banking
    operations      1,351      1,500      1,325      6,045      6,270
   Loan servic-
    ing fees          478        536        625      1,963      1,830
   Miscellaneous      205        286        800      1,185      2,336
               ---------- ---------- ---------- ---------- ----------
                    7,297      8,092      7,520     30,733     27,009
   Increase
   (Decrease)
    in valuation
    of financial
    instruments
     carried at
     fair value    13,740     (6,056)     9,209      9,156     11,574
               ---------- ---------- ---------- ---------- ----------
   Total other
    operating
    income         21,037      2,036     16,729     39,889     38,583

 OTHER OPERATING
  EXPENSE:
   Salary and
    employee
    benefits       18,481     18,241     19,441     76,104     75,975
   Less
    capitalized
    loan
    origination
    costs          (1,730)    (2,040)    (2,459)    (8,739)   (10,683)
   Occupancy
    and equip-
    ment            6,197      5,956      6,011     24,010     20,953
   Information/
    computer
    data ser-
    vices           1,309      1,560      2,130      6,698      7,297
   Payment and
    card proces-
    sing ser-
    vices           1,781      1,913      1,663      6,993      5,415
   Professional
    services        1,175      1,117        932      4,378      3,207
   Advertising
    and
    marketing       2,009      1,572      2,163      6,676      8,310
   Deposit
    insurance       2,308        701        101      3,969        373
   State/
    municipal
    business
    and use
    taxes             545        572        566      2,257      1,993
   Amortization
    of core
    deposit
    intangibles       676        691        736      2,828      1,881
   Miscellaneous    3,218      3,717      3,989     13,725     12,768
               ---------- ---------- ---------- ---------- ----------
                   35,969     34,000     35,273    138,899    127,489
   Goodwill
    write-off      71,121         --         --    121,121         --
               ---------- ---------- ---------- ---------- ----------
   Total other
    operating
    expense       107,090     34,000     35,273    260,020    127,489
               ---------- ---------- ---------- ---------- ----------
   Income (Loss)
    before
    provision
    (benefit)
    for income
    taxes        (83,473)    (2,338)    18,118   (135,078)    54,813

 PROVISION FOR
 (BENEFIT FROM)
  INCOME TAXES    (4,942)    (1,347)     6,106     (7,085)    17,890
               ---------- ---------- ---------- ---------- ----------
 NET INCOME
  (LOSS)       $ (78,531) $    (991) $  12,012  $(127,993) $   36,923
               ========== ========== ========== ========== ==========

 PREFERRED STOCK
  DIVIDEND AND
  DISCOUNT
  ACCRETION
   Preferred
    stock divi-
    dend             689          --         --        689         --
   Preferred
    stock dis-
    count
    accretion        161          --         --        161         --
               ---------- ---------- ---------- ---------- ----------

 NET INCOME
 (LOSS)
  AVAILABLE TO
  COMMON SHARE-
  HOLDERS      $ (79,381) $    (991) $   12,012 $(128,843) $   36,923
               ========== ========== ========== ========== ==========

 Earnings (Loss)
  per common
  share
      Basic    $   (4.72) $   (0.06) $    0.75  $   (7.94) $     2.53
      Diluted  $   (4.72) $   (0.06) $    0.74  $   (7.94) $     2.49

 Cumulative
  dividends
  declared per
  common share $    0.05  $    0.05  $    0.20  $    0.50  $     0.77

 Weighted
  average common
  shares out-
  standing
      Basic    16,820,350 16,402,607 15,936,430 16,225,225 14,581,286
      Diluted  16,820,350 16,402,607 16,141,941 16,225,225 14,838,469

 Common shares
  repurchased
  during the
  period              200         --     58,157    614,103     69,467
 Common shares
  issued in
  connection
  with
  acquisitions         --         --    339,860         --  2,932,471
 Common shares
  issued in
  connection
  with exercise
  of stock
  options or
  DRIP            171,770    675,186    163,379  1,499,992  1,088,875


 FINANCIAL CONDITION
 --------------------
 (in thousands except shares and per share data)

                                     Dec 31,     Sep 30,     Dec 31,
                                      2008        2008        2007
                                   ----------  ----------  ----------

 ASSETS
 ------
 Cash and due from banks           $   89,964  $   80,508  $   98,120
 Federal funds and interest-
  bearing deposits                     12,786         403         310
 Securities - at fair value           211,506     239,009     202,863
 Securities - available for sale       53,272          --          --
 Securities - held to maturity         52,190      55,389      53,516
 Federal Home Loan Bank stock          37,371      37,371      37,371
 Loans receivable:
   Held for sale                        7,413       6,085       4,596
   Held for portfolio               3,953,995   3,993,094   3,805,021
   Allowance for loan losses          (75,197)    (58,846)    (45,827)
                                   ----------  ----------  ----------
                                    3,886,211   3,940,333   3,763,790

 Accrued interest receivable           21,219      22,799      24,980
 Real estate owned held for
  sale, net                            21,782      10,147       1,867
 Property and equipment, net           97,647      97,958      98,098
 Goodwill and other intangibles,
  net                                  13,716      85,513     137,654
 Bank-owned life insurance             52,680      52,500      51,483
 Other assets                          34,024      28,329      22,606
                                   ----------  ----------  ----------
                                   $4,584,368  $4,650,259  $4,492,658
                                   ==========  ==========  ==========

 LIABILITIES
 -----------
 Deposits:
   Non-interest-bearing            $  509,105  $  521,927  $  484,251
   Interest-bearing transaction
    and savings accounts            1,137,878   1,086,621   1,288,112
   Interest-bearing certificates    2,131,867   2,182,318   1,848,230
                                   ----------  ----------  ----------
                                    3,778,850   3,790,866   3,620,593

 Advances from Federal Home Loan
  Bank at fair value                  111,415     209,243     167,045
 Customer repurchase agreements
  and other borrowings                145,230     104,496      91,724
 Junior subordinated debentures
  at fair value                        61,776     101,358     113,270

 Accrued expenses and other
  liabilities                          40,600      44,486      47,989
 Deferred compensation                 13,149      12,880      11,596
 Deferred income tax liability,
  net                                      --          --       2,595
                                   ----------  ----------  ----------
                                    4,151,020   4,263,329   4,054,812

 STOCKHOLDERS' EQUITY
 --------------------
 Preferred stock -Series A            115,915          --          --
 Common stock                         316,740     306,741     300,486
 Retained earnings                      2,150      82,377     139,636
 Other components of
  stockholders' equity                 (1,457)     (2,188)     (2,276)
                                   ----------  ----------  ----------
                                      433,348     386,930     437,846
                                   ----------  ----------  ----------
                                   $4,584,368  $4,650,259  $4,492,658
                                   ==========  ==========  ==========

 Common Shares Issued:
 Shares outstanding at end of
  period                           17,152,038  16,980,468  16,266,149
   Less unearned ESOP shares at
    end of period                     240,381     240,381     240,381
                                   ----------  ----------  ----------
 Shares outstanding at end
  of period excluding
  unearned ESOP shares             16,911,657  16,740,087  16,025,768
                                   ==========  ==========  ==========
 Book value per common share,
  excluding preferred stock (1)    $    18.77  $    23.11  $    27.32
 Tangible book value per common
  share, excluding preferred
  stock (1) (2)                    $    17.96  $    18.01  $    18.73
 Consolidated Tier 1 leverage
  capital ratio                        10.32%        8.86%      10.04%

 (1)-Calculation is based on number of common 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, core deposit and other
     intangibles.


 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

 LOANS
  (including
  loans
  held for        Dec 31,    Sep 30,    Dec 31,
  sale):           2008       2008       2007
 -------------- ---------- ---------- ----------
 Commercial 
  real estate   $1,013,709 $1,013,919 $  882,523
 Multifamily
  real estate      151,274    141,787    165,886
 Commercial
  construction     104,495    113,342     74,123
 Multifamily
  construction      33,661     22,236     35,318
 One- to
  four-family
  construction     420,673    482,443    613,779
 Land and land
  development      486,130    481,521    497,962
 Commercial
  business         679,867    694,688    696,350
 Agricultural
  business
  including
  secured by
  farmland         204,142    213,753    186,305
 One- to
  four-family
  real estate      599,169    561,043    445,222
 Consumer          268,288    274,447    212,149
                ---------- ---------- ----------

  Total loans
   outstanding  $3,961,408 $3,999,179 $3,809,617
                ========== ========== ==========

 Restructured
  loans
  performing
  under their
  restructured
  terms         $   17,852 $   15,514 $    2,750
                ========== ========== ==========

 Total loans 30
  days past due
  and on
  non-accrual   $  248,469 $  137,953 $   69,031
                ========== ========== ==========

 Total
  delinquent
  loans / Total
  loans
  outstanding         6.27%      3.45%      1.81%

 GEOGRAPHIC
  CONCENTRATION
  OF LOANS AT
   December 31,
   2008         Washington   Oregon      Idaho      Other      Total
 -------------- ---------- ---------- ---------- ---------- ----------
 Commercial  
  real estate   $  765,490 $  160,608 $   77,489 $   10,122 $1,013,709
 Multifamily
  real estate      125,571     12,570      9,735      3,398    151,274
 Commercial
  construction      59,590     33,927     10,028        950    104,495
 Multifamily
  construction      20,536     13,125         --         --     33,661
 One- to
  four-family
  construction     208,699    193,025     18,949         --    420,673
 Land and land
  development      247,505    166,721     71,904         --    486,130
 Commercial
  business         506,864     75,678     80,566     16,759    679,867
 Agricultural
  business
  including
  secured by
  farmland          79,817     54,918     69,407         --    204,142
 One- to
  four-family
  real estate      474,774     87,797     31,664      4,934    599,169
 Consumer          194,990     54,852     17,938        508    268,288
                ---------- ---------- ---------- ---------- ----------

  Total loans
   outstanding  $2,683,836 $  853,221 $  387,680 $   36,671 $3,961,408
                ========== ========== ========== ========== ==========

  Percent of
   total loans        67.7%      21.5%       9.8%       1.0%     100.0%

 DETAIL OF LAND
  AND LAND
  DEVELOPMENT
  LOANS AT
  December 31,
  2008          Washington   Oregon     Idaho      Other      Total
 ------------- ----------- ---------- ---------- ---------- ----------
 Residential
  Acquisition &
   development  $  125,933 $  120,167 $   25,257 $       -- $  271,357
  Improved lots     53,641     31,497     11,544         --     96,682
  Unimproved
   land             28,353     11,630     26,046         --     66,029
 Commercial &
  industrial
  Acquisition &
   development       5,011         --        193         --      5,204
  Improved land     18,277        699      3,601         --     22,577
  Unimproved
   land             16,290      2,728      5,263         --     24,281
                ---------- ---------- ---------- ---------- ----------

   Total land &
    land
    development
    loans
    outstanding $  247,505 $  166,721 $   71,904 $       -- $  486,130
                ========== ========== ========== ========== ==========

 ADDITIONAL
  INFORMATION ON
  DEPOSITS &
  OTHER
  BORROWINGS
 ---------------
  BREAKDOWN OF    Dec 31,    Sep 30,    Dec 31,
   DEPOSITS        2008       2008       2007
  ------------- ---------- ---------- ----------
  Non-interest
   -bearing     $  509,105 $  521,927 $  484,251
                ---------- ---------- ----------

  Interest
   -bearing
   checking        378,952    373,496    430,636
  Regular
   savings
   accounts        474,885    519,285    609,073
  Money market
   accounts        284,041    193,840    248,403
                ---------- ---------- ----------

   Interest
    -bearing
    transaction
    & savings
    accounts     1,137,878  1,086,621  1,288,112
                ---------- ---------- ----------

  Three-month
   maturity
   money market
   certificates    118,923    153,300    165,693
  Other
   certificates  2,012,944  2,029,018  1,682,537
                ---------- ---------- ----------

   Interest
    -bearing
    certificates 2,131,867  2,182,318  1,848,230
                ---------- ---------- ----------

   Total
    deposits    $3,778,850 $3,790,866 $3,620,593
                ========== ========== ==========

  INCLUDED IN
   OTHER
   BORROWINGS
  --------------
  Customer
   repurchase
   agreements /
   "Sweep
   accounts"    $  145,230 $  103,496 $   91,724
                ========== ========== ==========

                Washington   Oregon     Idaho      Total
                ---------- ---------- ---------- ----------
  GEOGRAPHIC
   CONCENTRATION
   OF DEPOSITS
   AT
   December 31,
    2008        $3,004,221 $  535,998 $  238,631 $3,778,850
  ------------- ========== ========== ========== ==========


 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

                                      Quarters Ended            Year
                             ------------------------------    Ended
 CHANGE IN THE                Dec 31,    Sep 30,    Dec 31,    Dec 31,
 ALLOWANCE FOR LOAN LOSSES     2008       2008       2007       2008
 -------------------------   --------   --------   --------   --------

 Balance, beginning
  of period                  $ 58,846   $ 58,570   $ 44,212   $ 45,827
 Acquisitions / (divestitures)     --         --      1,319         --
 Provision                     33,000      8,000      2,000     62,500

 Recoveries of loans
  previously charged off          715      2,357        127      3,471
 Loans charged-off            (17,364)   (10,081)    (1,831)   (36,601)
                             --------   --------   --------   --------
   Net (charge-offs)
    recoveries                (16,649)    (7,724)    (1,704)   (33,130)
                             --------   --------   --------   --------

 Balance, end of period      $ 75,197   $ 58,846   $ 45,827   $ 75,197
                             ========   ========   ========   ========

 Net charge-offs (recoveries)
  / Average loans outstanding    0.42%      0.19%      0.05%      0.84%


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

 Specific or allocated loss 
  allowance
  Commercial real estate     $  4,255   $  2,789   $  3,771
  Multifamily real estate          87        103        934
  Construction and land        42,045     21,932      7,569
  One- to four-family
   real estate                    753        511      1,987
  Commercial business          16,612     23,085     19,026
  Agricultural business,
   including secured
   by farmland                    530      1,097      1,419
  Consumer                      1,742      2,935      3,468
                             --------   --------   --------

   Total allocated             66,024     52,452     38,174
  Estimated allowance for
   undisbursed commitments      1,129      1,060        330
  Unallocated                   8,044      5,334      7,323
                             --------   --------   --------

   Total allowance for
    loan losses              $ 75,197   $ 58,846   $ 45,827
                             ========   ========   ========

 Allowance for loan losses /
  Total loans outstanding        1.90%      1.47%      1.20%


                                                   Minimum for Capital
 REGULATORY CAPITAL                                    Adequacy or
  RATIOS AT                         Actual          "Well Capitalized"
 -------------------         -------------------   -------------------
  December 31, 2008           Amount     Ratio      Amount     Ratio
  -----------------          --------   --------   --------   --------

 Banner Corporation-
  consolidated
  Total capital to
   risk-weighted assets      $532,784      13.07%  $326,071       8.00%
  Tier 1 capital to
   risk-weighted assets       481,697      11.82%   163,036       4.00%
  Tier 1 leverage capital to
   average assets             481,697      10.32%   186,696       4.00%

 Banner Bank
  Total capital to
   risk-weighted assets       468,472      12.02%   389,695      10.00%
  Tier 1 capital to
   risk-weighted assets       419,450      10.76%   233,817       6.00%
  Tier 1 leverage capital to
   average assets             419,450       9.40%   223,058       5.00%

 Islanders Bank
  Total capital to
   risk-weighted assets        24,088      13.27%    18,152      10.00%
  Tier 1 capital to
   risk-weighted assets        22,703      12.51%    10,891       6.00%
  Tier 1 leverage capital to
   average assets              22,703      10.74%    10,568       5.00%


 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

                          Dec 31,   Sep 30,   Dec 31,
                           2008      2008      2007
                         --------  --------  --------

 NON-PERFORMING ASSETS
 ---------------------
 Loans on non-accrual
  status 
  Secured by
   real estate:
   Commercial            $ 12,879  $  6,368  $  1,357
   Multifamily                 --        --     1,222
   Construction and
    land                  154,823    98,108    33,432
   One- to four-family      8,649     6,583     3,371
   Commercial business      8,617     6,905     2,250
   Agricultural
    business, including
    secured by farmland     1,880       265       436
   Consumer                   130       427        --
                         --------  --------  --------
                          186,978   118,656    42,068

 Loans more than 90
  days delinquent,
  still on accrual
   Secured by
    real estate:
     Commercial                --        --        --
     Multifamily               --        --        --
     Construction
      and land                 --        --        --
     One- to
      four-family             124       635       221
   Commercial business         --        --        --
   Agricultural
    business, including
    secured by farmland        --        --        --
   Consumer                   243        75        94

                         --------  --------  --------
                              367       710       315
                         --------  --------  --------
 Total non-performing
  loans                   187,345   119,366    42,383

 Real estate owned
  (REO) / Repossessed
  assets                   21,886    10,153     1,885
                         --------  --------  --------
     Total non-
      performing assets  $209,231  $129,519  $ 44,268
                         ========  ========  ========

 Total non-performing
  assets / Total assets      4.56%     2.79%    0.99%

 DETAIL & 
  GEOGRAPHIC 
  CONCENTRATION 
  OF NON-
  PERFORMING 
  ASSETS AT
  December 31, 
  2008          Washington   Oregon     Idaho      Other      Total
 -------------- ---------- ---------- ---------- ---------- ----------
 Secured by real 
   estate:
   Commercial   $    6,208 $    6,671 $       -- $       -- $   12,879
   Multifamily          --         --         --         --         --
   Construction
    and land
     One- to 
      four-family
      construction  26,404     22,440      1,685         --     50,529
     Residential 
      land
      acquisition &
      develop-
      ment          38,061     33,330      5,984         --     77,375
     Residential 
      land
      improved 
      lots          10,735      2,832      2,041         --     15,608
     Residential 
      land
      unimproved       785         --      5,099         --      5,884
     Commercial 
      land
      acquisition &
      develop-
      ment              --         --         --         --         --
     Commercial 
      land
      improved         232         --         --         --        232
     Commercial 
      land
      unimproved     4,786        409         --         --      5,195
                ---------- ---------- ---------- ---------- ----------
       Total
        construction
        and land    81,003     59,011     14,809         --    154,823
   One- to 
    four-family      6,008      1,257      1,508         --      8,773
 Commercial 
  business           7,872        376        305         64      8,617
 Agricultural 
  business,
  including 
  secured by
  farmland             774        121        985         --      1,880
 Consumer              373         --         --         --        373
                ---------- ---------- ---------- ---------- ----------
 Total non-
  performing
  loans            102,238     67,436     17,607         64    187,345

 Real estate 
  owned (REO)
  and 
  repossessed 
  assets            14,605      5,203      2,078         --     21,886
                ---------- ---------- ---------- ---------- ----------
   Total non-
    performing
    assets at 
    end of the 
     period     $  116,843 $   72,639 $   19,685 $       64 $  209,231
                ========== ========== ========== ========== ==========

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

                         Quarters Ended               Year Ended
               -------------------------------- ---------------------
 OPERATING       Dec 31,    Sep 30,    Dec 31,    Dec 31,    Dec 31,
  PERFORMANCE     2008       2008       2007       2008       2007
 ------------  ---------- ---------- ---------- ---------- ----------

 Average loans $3,988,531 $4,001,999 $3,716,512 $3,935,039 $3,437,259
 Average
  securities
  and deposits    391,560    342,153    301,071    345,827    309,860
 Average non-
  interest-
  earning assets  296,927    296,572    356,752    325,235    297,353
               ---------- ---------- ---------- ---------- ----------
   Total
    average
    assets     $4,677,018 $4,640,724 $4,374,335 $4,606,101 $4,044,472
               ========== ========== ========== ========== ==========

 Average
  deposits     $3,750,383 $3,810,718 $3,628,581 $3,722,012 $3,332,098
 Average
  borrowings      456,383    415,517    258,431    425,713    287,478
 Average non-
  interest-
  earning lia-
  bilities         25,459     25,506     62,415     30,335     58,371
               ---------- ---------- ---------- ---------- ----------
   Total average
    liabilities 4,232,225  4,251,741  3,949,427  4,178,060  3,677,947

 Total average
  stockholders'
  equity          444,793    388,983    424,908    428,041    366,525
               ---------- ---------- ---------- ---------- ----------
                        `
   Total average
    liabilities
    and equity $4,677,018 $4,640,724 $4,374,335 $4,606,101 $4,044,472
               ========== ========== ========== ========== ==========

 Interest rate
  yield on loans     6.04%      6.38%      7.75%      6.53%      8.18%
 Interest rate
  yield on
  securities and
  deposits           4.36%      4.45%      4.81%      4.61%      4.57%
               ---------- ---------- ---------- ---------- ----------

   Interest rate
    yield on
    interest-
    earning
    assets           5.89%      6.23%      7.53%      6.37%      7.88%
               ---------- ---------- ---------- ---------- ----------

 Interest rate
  expense on
  deposits           2.74%      2.80%      3.73%      2.96%      3.88%
 Interest rate
  expense on
  borrowings         3.01%      3.41%      5.36%      3.53%      5.66%
               ---------- ---------- ---------- ---------- ----------

   Interest rate
    expense on
    interest-
    bearing
    liabilities      2.77%      2.86%      3.84%      3.02%      4.03%
               ---------- ---------- ---------- ---------- ----------

 Interest rate
  spread             3.12%      3.37%      3.69%      3.35%      3.85%
               ========== ========== ========== ========== ==========

 Net interest
  margin             3.23%      3.45%      3.82%      3.45%      3.99%
               ========== ========== ========== ========== ==========

 Other operating
  income / Ave-
  rage assets        1.79%      0.17%      1.52%      0.87%      0.95%

 Other operating
  income (loss)
  EXCLUDING
  change in
  valuation of
  financial
  instruments
  carried at
  fair value /
  Average assets
  (1)                0.62%      0.69%      0.68%      0.67%      0.67%

 Other operating
  expense /
  Average assets     9.11%      2.91%      3.20%      5.65%      3.15%

 Other operating
  expense EX-
  CLUDING good-
  will write-
  off / Average
  assets             3.06%     2.91%       3.20%      3.02%      3.15%

 Efficiency
  ratio (other
  operating
  expense /
  revenue)         189.15%     85.72%     63.68%    138.72%     67.74%

 Return (Loss)
  on average
  assets            (6.68%)   (0.08%)      1.09%     (2.78%)     0.91%

 Return (Loss)
  on average
  equity           (70.24%)   (1.01%)     11.22%    (29.90%)    10.07%

 Return (Loss)
  on average
  tangible
  equity (2)       (83.44%)   (1.24%)     15.28%    (38.51%)    13.27%

 Average
  equity /
  Average assets     9.51%      8.38%      9.71%      9.29%      9.06%

 (1) - Earnings information excluding the fair value adjustments and
       goodwill impairment charge (alternately referred to as
       operating income from recurring operations and expenses from
       recurring operations) represent non-GAAP (Generally Accepted
       Accounting Principles) financial measures.

 (2) - Average tangible equity excludes goodwill, core deposit and
       other intangibles.


            

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