Banner Corporation Announces First Quarter Results; Adds $22 Million to Allowance for Loan Loss


WALLA WALLA, Wash., April 29, 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 $9.3 million for the quarter ended March 31, 2009, compared to net income of $3.8 million for the quarter ended March 31, 2008. The current quarter's results include a $22.0 million provision for loan losses and a $3.3 million decrease in valuation of financial instruments carried at fair value.

"Deteriorating economic conditions and ongoing strains in the financial and housing markets, which accelerated throughout 2008 and continued in the current quarter, have presented an unusually challenging environment for banks and their holding companies, including Banner Corporation," said D. Michael Jones, President and CEO. "This has been particularly evident in our need to provide for credit losses during the past 15 months at a significantly higher level than our historical experience and has also affected our net interest income and other operating revenues."

"Similar to recent quarters, the significant provision for loan losses during the current quarter reflects material increases in delinquencies, non-performing loans and net charge-offs, particularly for loans for the construction of one-to-four family homes and for acquisition and development of land for residential properties," Jones continued. "While the provision for loan losses decreased compared to the immediately preceding quarter, the housing market remained weak in many of our primary service areas, resulting in the increase in delinquencies and non-performing assets, deterioration in property values and the need to provide for an elevated level of losses. By contrast, other non-housing related segments of the loan portfolio, while showing some signs of stress, have performed as expected with only normal levels of credit problems given the serious economic slowdown."

In the fourth quarter of 2008, Banner issued $124 million of senior preferred stock to the U.S. Treasury as a participant in the Treasury's Capital Purchase Program. In the quarter ended March 31, 2009, Banner paid a $1.6 million dividend on this preferred stock and accrued $373,000 for related discount accretion. Including the preferred stock dividend and related accretion, the net loss available to common shareholders was $11.2 million, or $0.65 per diluted share, compared to net income of $3.8 million, or $0.24 per diluted share, for the quarter ended March 31, 2008.

"A highlight of the quarter was our Great Northwest Home Rush promotion, which we began initially in the Portland market and more recently have expanded to the Puget Sound region, with the goal of bringing Banner Bank, its subsidiary Community Financial Corporation, and Banner's builder partners together to deliver customers excellent prices on new homes and equally attractive home loan rates," said Jones. The excitement surrounding this promotion has been encouraging and through the date of this announcement we have committed to finance the purchase of 147 homes under this program, with 21 of those sales having closed as of March 31, 2009.

Also notable in the current quarter was very strong mortgage banking activity and revenues as exceptionally low interest rates resulted in significant refinancing opportunities for many of our customers.

Credit Quality

"Due to the continuing weakness of the housing market in many of our primary service areas, delinquencies and non-performing assets increased in the first quarter of 2009, again primarily centered in our construction and land development loan portfolios. As a result, our provision for loan losses was at a significantly higher amount than a year ago and in excess of our normal expectations." said Jones. "While property values have continued to decline, our reserve levels are substantial and both our impairment analysis and charge-off actions reflect current appraisals and valuation estimates. We remain confident that we can work our way through the housing market-related problems and recently have been encouraged by the positive response to our Great Northwest Home Rush program."

Banner added $22.0 million to its provision for loan losses in the first quarter of 2009, compared to $33.0 million in the fourth quarter of 2008 and $6.5 million in the first quarter of 2008. The allowance for loan losses at March 31, 2009 was $79.7 million, representing 2.04% of total loans outstanding. Non-performing loans were $224.1 million at March 31, 2009, compared to $187.3 million in the preceding quarter and $54.4 million at March 31, 2008. In addition, Banner's real estate owned and repossessed assets totaled $39.1 million at March 31, 2009 compared to $21.9 million in the previous quarter and $7.6 million at March 31, 2008. Banner's net charge-offs in the current quarter totaled $17.5 million, or 0.44% of average loans.

At March 31, 2009, the geographic distribution of our construction and land development loans, including residential and commercial properties, is approximately 30% in the greater Puget Sound market, 42% in the greater Portland, Oregon market, and 8% in the greater Boise, Idaho market, with the remaining 20% distributed in various eastern Washington, eastern Oregon and northern Idaho markets served by Banner Bank. One-to-four family residential construction and related lot and land loans represent 20% of the total loan portfolio and 80% of non-performing assets. The geographic distribution of non-performing construction, land and land development loans and real estate owned included approximately $96.8 million, or 45%, in the Puget Sound region, $75.1 million, or 35%, in the greater Portland market area and $14.1 million, or 7%, in the greater Boise market area.

Income Statement Review

Banner's net interest margin was 3.26% for the first quarter of 2009, compared to 3.24% in the preceding quarter and 3.63% for the first quarter of 2008. Funding costs decreased 27 basis points compared to the previous quarter and decreased 96 basis points from the first quarter a year earlier, while asset yields decreased 27 basis points from the prior linked quarter and 136 basis points from the first quarter a year ago, all reflecting the much lower interest rate environment engineered by the Federal Reserve.

"Funding costs improved as expected, which helped our net interest margin improve slightly from the previous quarter, despite the higher level of delinquencies," said Jones. Non-accruing loans reduced the margin by approximately 38 basis points in this year's first quarter compared to approximately 34 basis points in the fourth quarter of 2008 and approximately 12 basis points in the first quarter of 2008

For the first quarter of 2009, net interest income before the provision for loan losses was $35.0 million, compared to $35.7 million in the preceding quarter and $37.4 million in the first quarter a year ago. Revenues from core 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 first quarter of 2009, the same as in the fourth quarter of 2008 and compared to $44.7 million for the first quarter a year ago.

Banner's results for the first quarter of 2009 included a net loss of $3.3 million ($2.1 million after tax), compared to a net gain of $823,000 ($527,000 after tax) in the first quarter of 2008, 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.

Total other operating income, which includes changes in the valuation of financial instruments carried at fair value, for the first quarter was $4.6 million, compared to $21.0 million in the preceding quarter and $8.1 million for the same quarter a year ago. Total other operating income from core operations* (excluding fair value adjustments) for the first quarter was $7.9 million, compared to $7.2 million in the preceding quarter and $7.3 million for the same quarter a year ago. Primarily reflecting a recent slow-down in customer transaction volumes, income from deposit fees and other service charges decreased to $4.9 million in the first quarter of 2009, compared to $5.3 million for the preceding quarter and $5.0 million in the first quarter a year ago. By contrast, income from mortgage banking operations increased substantially in the first quarter to $2.7 million compared to $1.4 million in the preceding quarter and $1.6 million in the same quarter a year ago. "The slowing economy adversely affected our payment processing business again this 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," said Jones. "We are also pleased that our mortgage banking revenues have nearly doubled compared to the year ago quarter due to strong mortgage refinancing activity. Unfortunately, the increased level of refinancing activity also resulted in accelerated termination of mortgage servicing rights as reflected in the impairment of loan servicing revenues in the quarter just ended. Amortization and write-off of mortgage servicing rights totaled $912,000 for the quarter ended March 31, 2009 compared to $193,000 in the preceding quarter and $261,000 in the first quarter a year ago."

"Operating expenses were generally well managed in the first quarter, reflecting continuing efforts to improve our processes and efficiency, although collection and legal costs, including charges related to acquired real estate, remained high," said Jones. "In addition, FDIC insurance expense increased approximately $1.2 million over the first quarter a year ago as a result of increased assessment rates for the current quarter and the depletion of offsetting credits that had held the prior year's charges at a lower level. An additional, non-recurring expense for the current quarter was a $655,000 shared risk assessment from the Washington Public Deposit Protection Commission related to the failure of a Washington state commercial bank during the first quarter of 2009. 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 core operations* (non-interest expenses excluding the goodwill write-off for the quarter ended December 31, 2008) were $33.8 million in the first quarter of 2009, a decline of 6% compared to $36.0 million in the preceding quarter and an increase of less than 1% compared to $33.7 million in the first quarter a year ago. Operating expenses from core operations as a percentage of average assets was 3.02% in the first quarter of 2009, compared to 3.06% in the previous quarter and 3.01% in the first quarter a year ago.

*Earnings information excluding the goodwill impairment charge and fair value adjustments (alternately referred to as total other operating income from core operations, total other operating expenses from core operations, revenues from core operations, or operating expenses from core 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 useful and comparative information to assess trends in the Company's core operations reflected in the current quarter's results. Where applicable, the Company has also presented comparable earnings information using GAAP financial measures.

Balance Sheet Review

Total loans increased by $75.6 million, or 2%, to $3.92 billion at March 31, 2009 from $3.84 billion at March 31, 2008. "On a quarterly basis, reflecting the favorable interest rate environment and increased mortgage originations, residential mortgage loans increased by $44.5 million during the first quarter of 2009," stated Jones. "In addition, commercial real estate loan balances increased by $22.6 million. By contrast, reflecting the slow economy, commercial business loans declined by $29.7 million. In addition, agricultural loans experienced an expected seasonal decline of $6.2 million which, combined with continued payoffs of construction loans, resulted in a modest decrease in total loan balances compared to the prior quarter end. Although still slower than historical levels, home sales have been sufficient to reduce the portfolio of one-to-four family construction loans by $206.3 million over the past twelve months, including a $55.3 million reduction in the most recent quarter. As a result, at March 31, 2009 our one-to-four family construction loans totaled $365.4 million and have declined by $289.2 million compared to their peak quarter-end balance of $654.6 million at June 30, 2007. In addition, our aggregate construction and land development loan balances, including commercial and multi-family real estate, have declined by $273.4 million, also compared to their peak quarter-end balances at June 30, 2007." Net loans were $3.84 billion at March 31, 2009, compared to $3.79 billion a year earlier. Total assets were $4.51 billion at March 31, 2009, compared to $4.57 billion a year earlier.

Total deposits were $3.63 billion at March 31, 2009, compared to $3.69 billion a year earlier. Non-interest-bearing accounts increased 5% and certificates of deposit increased 6% during the twelve months ended March 31, 2009, while total transaction and savings accounts decreased 10%. "Deposits were down this quarter primarily because we allowed $131 million in public funds, including $76 million of interest-bearing transaction accounts, to run off since year-end in anticipation of the higher costs of collateralizing these deposits and to reduce the shared risk exposure under the new Washington and Oregon State regulations," said Jones. "We anticipate further declines in public fund deposits over the next two or three quarters as we continue to adjust to these new regulations."

On March 31, 2009, Banner Bank completed an offering of $50 million of qualifying senior bank notes covered by the FDIC's Temporary Liquidity Guarantee Program (the "TLGP") with a three-year maturity and fixed interest rate of 2.625%.

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 is being put to use by enhancing our capacity to support the communities we serve through expanded lending activities and economic development, including funding loans originated in connection with our Great Northwest Home Rush promotion," said Jones.

Tangible stockholders' equity at March 31, 2009 was $411.5 million, including $116.3 million attributable to preferred stock, compared to $292.6 million at March 31, 2008. Tangible common stockholders' equity was $295.2 million at March 31, 2009, or 6.56% of tangible assets, compared to $292.6 million, or 6.60% of tangible assets at March 31, 2008. Tangible book value per common share was $16.96 at quarter-end, compared to $18.68 a year earlier. At March 31, 2009, Banner had 17.4 million shares outstanding, while it had 15.7 million shares outstanding a year ago.

Cash Dividend

On March 25, 2009, Banner's Board of Directors declared a quarterly cash dividend of $0.01 per share, payable to shareholders of record as of the close of business on April 3, 2009. The dividend was paid on April 13, 2009. "Due to the current uncertainty in our markets, the Board believes it is prudent to preserve the Company's capital position by reducing the cash dividend payment, while continuing to maintain our dividend reinvestment and stock purchase plan, which provides additional capital funding," Jones concluded. "We believe that we will resume paying a higher level of cash dividends in the future when the recovery in the regional economy is more evident."

Conference Call

Banner will host a conference call on Thursday, April 30, 2009, at 8:00 a.m. PDT, to discuss first quarter 2009 results. The conference call can be accessed live by telephone at 303-262-2075. 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 11129077# until Thursday, May 7, 2009, or via the Internet at www.bannerbank.com.

About the Company

Banner Corporation is a $4.5 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, 2008.



 RESULTS OF OPERATIONS                     Quarters Ended
 ---------------------        ----------------------------------------
 (in thousands except shares     Mar 31,       Dec 31,       Mar 31,
  and per share data)             2009          2008          2008
                              ------------  ------------  ------------

 INTEREST INCOME:
   Loans receivable           $    56,347   $    60,674   $    68,126
   Mortgage-backed securities       1,801         1,359         1,153
   Securities and cash
    equivalents                     2,183         2,934         2,727
                              ------------  ------------  ------------
                                   60,331        64,967        72,006

 INTEREST EXPENSE:
   Deposits                        23,092        25,868        30,063
   Federal Home Loan Bank
    advances                          720         1,097         1,849
   Other borrowings                   227           397           610
   Junior subordinated
    debentures                      1,333         1,954         2,064
                              ------------  ------------  ------------
                                   25,372        29,316        34,586
                              ------------  ------------  ------------
   Net interest income before
    provision for loan losses      34,959        35,651        37,420

 PROVISION FOR LOAN LOSSES         22,000        33,000         6,500
                              ------------  ------------  ------------
   Net interest income             12,959         2,651        30,920

 OTHER OPERATING INCOME:
   Deposit fees and other
    service charges                 4,936         5,263         5,013
   Mortgage banking
    operations                      2,715         1,351         1,615
   Loan servicing fees               (270)          407           349
   Miscellaneous                      520           205           331
                              ------------  ------------  ------------
                                    7,901         7,226         7,308
   Increase (Decrease) in
    valuation of financial
    instruments carried
    at fair value                  (3,253)       13,740           823
                              ------------  ------------  ------------
   Total other operating
    income                          4,648        20,966         8,131

 OTHER OPERATING EXPENSE:
   Salary and employee
    benefits                       17,601        18,481        19,638
   Less capitalized loan
    origination costs              (2,116)       (1,730)       (2,241)
   Occupancy and equipment          6,054         6,197         5,868
   Information / computer
    data services                   1,534         1,309         1,989
   Payment and card
    processing services             1,453         1,781         1,531
   Professional services            1,194         1,175           755
   Advertising and marketing        1,832         2,009         1,418
   Deposit insurance                1,497         2,308           327
   State/municipal business
    and use taxes                     540           545           564
   Amortization of core
    deposit intangibles               690           676           736
   Miscellaneous                    3,514         3,218         3,123
                              ------------  ------------  ------------
                                   33,793        35,969        33,708
   Goodwill write-off                  --        71,121            --
                              ------------  ------------  ------------
   Total other operating
    expense                        33,793       107,090        33,708
                              ------------  ------------  ------------
   Income (Loss) before
    provision (benefit) for
    income taxes                  (16,186)      (83,473)        5,343

 PROVISION FOR (BENEFIT FROM)
  INCOME TAXES                     (6,923)       (4,942)        1,509
                              ------------  ------------  ------------
 NET INCOME (LOSS)            $    (9,263)  $   (78,531)  $     3,834
                              ============  ============  ============

 PREFERRED STOCK DIVIDEND AND
  DISCOUNT ACCRETION
   Preferred stock dividend         1,550           689            --
   Preferred stock discount
    accretion                         373           161            --
                              ------------  ------------  ------------
 NET INCOME (LOSS) AVAILABLE
  TO COMMON SHAREHOLDERS      $   (11,186)  $   (79,381)  $     3,834
                              ============  ============   ===========
 Earnings (Loss) per share
  available to common
  shareholder
     Basic                    $     (0.65)  $     (4.72)  $      0.24
     Diluted                  $     (0.65)  $     (4.72)  $      0.24
 Cumulative dividends
  declared per common share   $      0.01   $      0.05   $      0.20

 Weighted average common
  shares outstanding
     Basic                     17,159,793    16,820,350    15,847,921
     Diluted                   17,159,793    16,820,350    15,965,032

 Common shares repurchased
  during the period                    --           200       613,903
 Common shares issued in
  connection with exercise of
  stock options or DRIP           493,514       171,770       251,391


 FINANCIAL CONDITION
 -------------------
 (in thousands except shares     Mar 31,       Dec 31,       Mar 31,
  and per share data)             2009          2008          2008
                              ------------  ------------  ------------

 ASSETS
 ------
 Cash and due from banks      $    72,811   $    89,964   $    93,634
 Federal funds and interest-
  bearing deposits                  2,699        12,786        28,760
 Securities - at fair value       161,963       203,902       226,910
 Securities - available for
  sale                             66,963        53,272            --
 Securities - held to maturity     67,401        59,794        55,647
 Federal Home Loan Bank stock      37,371        37,371        37,371
 Loans receivable:
   Held for sale                   11,071         7,413         6,118
   Held for portfolio           3,904,476     3,953,995     3,833,875
   Allowance for loan losses      (79,724)      (75,197)      (50,446)
                              ------------  ------------  ------------
                                3,835,823     3,886,211     3,789,547

 Accrued interest receivable       20,821        21,219        23,795
 Real estate owned held for
  sale, net                        38,951        21,782         7,572
 Property and equipment, net       97,847        97,647        98,808
 Goodwill and other
  intangibles, net                 13,026        13,716       136,918
 Bank-owned life insurance         53,163        52,680        51,725
 Other assets                      41,285        34,024        21,538
                              ------------  ------------  ------------
                              $ 4,510,124   $ 4,584,368   $ 4,572,225
                              ============  ============  ============

 LIABILITIES
 -----------
 Deposits:
   Non-interest-bearing       $   508,593   $   509,105   $   486,201
   Interest-bearing
    transaction and savings
    accounts                    1,099,837     1,137,878     1,297,215
   Interest-bearing
    certificates                2,019,074     2,131,867     1,909,894
                              ------------  ------------  ------------
                                3,627,504     3,778,850     3,693,310

 Advances from Federal Home
  Loan Bank at fair value         172,102       111,415       155,405
 Customer repurchase
  agreements and other
  borrowings                      181,194       145,230       135,032
 Junior subordinated
  debentures at fair value         53,819        61,776       105,516

 Accrued expenses and other
  liabilities                      37,759        40,600        41,200
 Deferred compensation             13,203        13,149        12,224
                              ------------  ------------  ------------
                                4,085,581     4,151,020     4,142,687

 STOCKHOLDERS' EQUITY
 --------------------
 Preferred stock -Series A        116,288       115,915            --
 Common stock                     318,628       316,740       292,061
 Retained earnings
  (accumulated deficit)            (9,210)        2,150       139,722
 Other components of
  stockholders' equity             (1,163)       (1,457)       (2,245)
                              ------------  ------------  ------------
                                  424,543       433,348       429,538
                              ------------  ------------  ------------
                              $ 4,510,124   $ 4,584,368   $ 4,572,225
                              ============  ============  ============

 Common Shares Issued:
 Shares outstanding at end of
  period                       17,645,552    17,152,038    15,903,637
   Less unearned ESOP shares
    at end of period              240,381       240,381       240,381
                              ------------  ------------  ------------
 Shares outstanding at end of
  period excluding unearned
  ESOP shares                  17,405,171    16,911,657    15,663,256
                               ===========  ============  ============

 Common stockholders' equity
  per share (1)               $     17.71   $     18.77   $     27.42
 Common stockholders'
  tangible equity per share
  (1) (2)                     $     16.96   $     17.96   $     18.68
 Tangible common
  stockholder's equity to
  tangible assets                    6.56%         6.64%         6.60%
 Consolidated Tier 1 leverage
  capital ratio                     10.27%        10.32%         9.15%

 (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 common equity excludes preferred stock, goodwill, core
       deposit and other intangibles.


 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

                                 Mar 31,       Dec 31,       Mar 31,
                                  2009          2008          2008
                              ------------  ------------  ------------
 LOANS (including loans held
  for sale):
 ---------------------------
 Commercial real estate       $ 1,036,285   $ 1,013,709   $   899,333
 Multifamily real estate          149,442       151,274       163,110
 Commercial construction          103,643       104,495        75,849
 Multifamily construction          46,568        33,661        38,434
 One- to four-family
  construction                    365,421       420,673       571,720
 Land and land development        446,128       486,130       502,077
 Commercial business              650,123       679,867       735,802
 Agricultural business
  including secured by
  farmland                        197,972       204,142       181,403
 One- to four-family real
  estate                          643,705       599,169       456,199
 Consumer                         276,260       268,288       216,066
                              ------------  ------------  ------------
    Total loans outstanding   $ 3,915,547   $ 3,961,408   $ 3,839,993
                              ============  ============  ============

 Restructured loans
  performing under their
  restructured terms          $    27,550   $    23,635   $     2,026
                              ============  ============  ============

 Total loans 30 days past due
  and on non-accrual          $   335,780   $   248,469   $    85,927
                              ============  ============  ============

 Total delinquent loans /
  Total loans outstanding            8.58%         6.27%         2.24%


 GEOGRAPHIC CONCENTRATION OF
 LOANS AT March 31, 2009
 ---------------------------

            Washington    Oregon      Idaho       Other       Total
           ----------- ----------- ----------- ----------- -----------

 Commercial
  real
  estate   $  777,568  $  163,994  $   81,911  $   12,812  $1,036,285
 Multi-
  family
  real
  estate      124,786      12,478       8,804       3,374     149,442
 Commercial
  constru-
  ction        59,181      33,431      10,081         950     103,643
 Multi-
  family
  constru-
  ction        28,428      18,140          --          --      46,568
 One- to
  four-
  family
  constru-
  ction       177,349     171,780      16,292          --     365,421
 Land and
  land
  develo-
  pment       223,752     163,179      59,197          --     446,128
 Commercial
  business    483,004      74,744      76,819      15,556     650,123
 Agricul-
  tural
  business
  including
  secured
  by farm-
  land         89,053      45,080      63,839          --     197,972
 One- to
  four-
  family
  real
  estate      492,774     106,383      39,504       5,044     643,705
 Consumer     199,684      57,892      18,183         501     276,260
           ----------- ----------- ----------- ----------- -----------
  Total
   loans
   outsta-
   nding   $2,655,579  $  847,101  $  374,630  $   38,237  $3,915,547
           =========== =========== =========== =========== ===========
  Percent
   of total
   loans         67.8%       21.6%        9.6%        1.0%      100.0%


 DETAIL OF LAND AND LAND
  DEVELOPMENT LOANS AT
  March 31, 2009
 -----------------------

            Washington    Oregon      Idaho       Other       Total
           ----------- ----------- ----------- ----------- -----------
 Residen-
  tial
  Acquisi-
   tion &
   develo-
   pment   $  113,083  $  118,945  $   23,291  $       --  $  255,319
  Improved
   lots        53,563      30,321       5,467          --      89,351
  Unim-
   proved
   land        25,109      12,010      25,159          --      62,278
 Commercial
  & indus-
  trial
  Acquisi-
   tion &
   develo-
   pment        3,904          --         194          --       4,098
  Improved
   land        17,207         699         402          --      18,308
  Unim-
   proved
   land        10,886       1,204       4,684          --      16,774
           ----------- ----------- ----------- ----------- -----------
   Total
    land &
    land
    deve-
    lopment
    loans
    outsta-
    nding  $  223,752  $  163,179  $   59,197  $       --  $  446,128
           =========== =========== =========== =========== ===========


 ADDITIONAL INFORMATION
 ON DEPOSITS & OTHER
 BORROWINGS
 -------------------
 BREAKDOWN OF          Mar 31,      Dec 31,      Mar 31,
  DEPOSITS              2009         2008         2008
 ------------------ -----------  -----------  -----------

 Non-interest-
  bearing           $   508,593  $  509,105   $  486,201
                    -----------  -----------  -----------

 Interest-bearing
  checking             307,741      378,952      452,531
 Regular savings
  accounts             490,239      474,885      610,085
 Money market
  accounts             301,857      284,041      234,599
                    -----------  -----------  -----------

  Interest-bearing
   transaction &
   savings accounts  1,099,837    1,137,878    1,297,215
                    -----------  -----------  -----------

 Interest-bearing
  certificates       2,019,074    2,131,867    1,909,894
                    -----------  -----------  -----------

  Total deposits    $3,627,504   $3,778,850   $3,693,310
                    ===========  ===========  ===========

 INCLUDED IN OTHER
  BORROWINGS
 ----------------
 Customer repurchase
  agreements /
  "Sweep accounts"  $  131,224   $  145,230   $   85,032
                    ===========  ===========  ===========

                     
 GEOGRAPHIC
  CONCENTRATION OF   Washington     Oregon       Idaho        Total
  DEPOSITS AT       -----------  -----------  -----------  -----------
  March 31, 2009    $2,843,305   $  559,972   $  224,227   $3,627,504
 ------------------ ===========  ===========  ===========  ===========


 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

                                           Quarters Ended
                              ----------------------------------------
 CHANGE IN THE                   Mar 31,       Dec 31,       Mar 31,
 ALLOWANCE FOR LOAN LOSSES         2009         2008          2008
 -------------------------    ------------  ------------  ------------

 Balance, beginning of period $    75,197   $    58,846   $    45,827
 Provision                         22,000        33,000         6,500

 Recoveries of loans
  previously charged off              155           715           144
 Loans charged-off                (17,628)      (17,364)       (2,025)
                              ------------  ------------  ------------
   Net (charge-offs)
    recoveries                    (17,473)      (16,649)       (1,881)
                              ------------  ------------  ------------

 Balance, end of period       $    79,724   $    75,197   $    50,446
                              ============  ============  ============

 Net charge-offs (recoveries)
  / Average loans outstanding        0.44%         0.42%         0.05%


 ALLOCATION OF                   Mar 31,       Dec 31,       Mar 31,
 ALLOWANCE FOR LOAN LOSSES        2009          2008          2008
 -------------------------    ------------  ------------  ------------
 Specific or allocated loss
  allowance
   Commercial real estate     $     4,972   $     4,199   $     4,180
   Multifamily real estate             84            87           587
   Construction and land           46,297        38,253        11,117
   One- to four-family real
    estate                            814           752         2,054
   Commercial business             18,186        16,533        17,842
   Agricultural business,
    including secured by
    farmland                          587           530         1,397
   Consumer                         1,682         1,730         2,807
                              ------------  ------------  ------------
     Total allocated               72,622        62,084        39,984
   Estimated allowance for
    undisbursed commitments         1,358         1,108           599
   Unallocated                      5,744        12,005         9,863
                              ------------  ------------  ------------

     Total allowance for loan
      losses                  $    79,724   $    75,197   $    50,446
                              ============  ============  ============

 Allowance for loan losses /
  Total loans outstanding            2.04%         1.90%         1.31%


                                                       Minimum for 
                                                  Capital Adequacy or   
 REGULATORY CAPITAL RATIOS         Actual          "Well Capitalized"
  AT March 31, 2009         --------------------  --------------------
 -------------------------    Amount     Ratio      Amount     Ratio
                            ---------  ---------  ---------  ---------

 Banner Corporation-
  consolidated
   Total capital to risk-
    weighted assets         $515,432      12.87%  $320,271       8.00%
   Tier 1 capital to risk-
    weighted assets          465,039      11.62%   160,135       4.00%
   Tier 1 leverage capital
    to average assets        465,039      10.27%   181,200       4.00%

 Banner Bank
   Total capital to risk-
    weighted assets          464,079      12.09%   383,774      10.00%
   Tier 1 capital to risk-
    weighted assets          415,730      10.83%   230,265       6.00%
   Tier 1 leverage capital
    to average assets        415,730       9.56%   217,341       5.00%

 Islanders Bank
   Total capital to risk-
    weighted assets           24,860      13.56%    18,329      10.00%
   Tier 1 capital to risk-
    weighted assets           23,631      12.89%    10,997       6.00%
   Tier 1 leverage capital
    to average assets         23,631      11.73%    10,072       5.00%


 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

                                 Mar 31,       Dec 31,       Mar 31,
                                  2009          2008          2008
                              ------------  ------------  ------------

 NON-PERFORMING ASSETS
 ---------------------

 Loans on non-accrual status
  Secured by real estate:
     Commercial               $    15,180   $    12,879   $     3,273
     Multifamily                      968            --            --
     Construction and land        175,794       154,823        44,192
     One- to four-family           21,900         8,649         2,869
   Commercial business              7,500         8,617         3,114
   Agricultural business,
    including secured by
    farmland                        2,176         1,880           386
   Consumer                           275           130            40
                              ------------  ------------  ------------
                                  223,793       186,978        53,874

 Loans more than 90 days
  delinquent, still on
  accrual Secured by real
  estate:
     Commercial                        --            --            --
     Multifamily                       --            --            --
     Construction and land             --            --            --
     One- to four-family              161           124           488
   Commercial business                 --            --            --
   Agricultural business,
    including secured by
    farmland                           --            --            --
   Consumer                           143           243            73
                              ------------  ------------  ------------
                                      304           367           561
                              ------------  ------------  ------------
 Total non-performing loans       224,097       187,345        54,435
 Securities on non - accrua
  at fair value                       160            --            --
 Real estate owned (REO) /
  Repossessed assets               39,109        21,886         7,579
                              ------------  ------------  ------------

     Total non-performing
      assets                  $   263,366   $   209,231   $    62,014
                              ============  ============  ============

 Total non-performing assets
  / Total assets                     5.84%         4.56%         1.36%


 DETAIL & GEOGRAPHIC 
 CONCENTRATION OF   
 NON-PERFORMING 
 ASSETS AT
 March 31, 2009 Washington   Oregon      Idaho      Other      Total
 -------------- ---------- ---------- ---------- ---------- ----------
 Secured by real
  estate:
  Commercial    $   7,774  $   7,406  $      --  $      --  $  15,180
  Multifamily         968         --         --         --        968
  Construction
   and land
    One- to
     four-
     family
     construc-
     tion          34,927     25,885      6,376         --     67,188
    Residential
     land acqui-
     sition &
     develop-
     ment          30,555     36,678      6,533         --     73,766
    Residential
     land
     improved
     lots          11,133      3,058      2,006         --     16,197
    Residential
     land
     unimproved     8,415        200      5,543         --     14,158
    Commercial
     land acqui-
     sition &
     develop-
     ment              --         --         --         --         --
    Commercial
     land
     improved          --         --         --         --         --
    Commercial
     land
     unimproved     4,076        409         --         --      4,485
                ---------- ---------- ---------- ---------- ----------
      Total
       constru-
       ction
       and land    89,106     66,230     20,458         --    175,794

  One- to four-
   family           9,442      2,820      8,667      1,132     22,061
 Commercial
  business          6,115      1,118        267         --      7,500
 Agricultural
  business,
  including
  secured by
  farmland            774        417        985         --      2,176
 Consumer             418         --         --         --        418
                ---------- ---------- ---------- ---------- ----------
 Total non-
  performing
  loans           114,597     77,991     30,377      1,132    224,097
 Securities on
  non - accrual        --         --         --        160        160
 Real estate
  owned (REO)
  and repos-
  sessed assets    23,390     12,650      3,069         --     39,109
                ---------- ---------- ---------- ---------- ----------
      Total
       non-per-
       forming
       assets
       at end
       of the
       period   $ 137,987  $  90,641  $  33,446  $   1,292  $ 263,366
                ========== ========== ========== ========== ==========


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

                                           Quarters Ended
                              ----------------------------------------
 OPERATING PERFORMANCE           Mar 31,       Dec 31,       Mar 31,
 ---------------------            2009          2008          2008
                              ------------  ------------  ------------

 Average loans                $ 3,942,917   $ 3,988,531   $ 3,830,992
 Average securities and
  deposits                        403,514       391,560       312,596
 Average non-interest-earning
  assets                          193,188       296,927       359,474
                              ------------  ------------  ------------
   Total average assets       $ 4,539,619   $ 4,677,018   $ 4,503,062
                              ============  ============  ============

 Average deposits             $ 3,693,345   $ 3,750,383   $ 3,606,121
 Average borrowings               416,927       456,383       411,560
 Average non-interest-bearing
  liabilities                      (7,922)       25,459        42,997
                              ------------  ------------  ------------
   Total average liabilities    4,102,350     4,232,225     4,060,678

 Total average stockholders'
  equity                          437,269       444,793       442,384
                              ------------  ------------  ------------
   Total average liabilities
    and equity                $ 4,539,619   $ 4,677,018   $ 4,503,062
                              ============  ============  ============

 Interest rate yield on loans        5.80%         6.05%         7.15%
 Interest rate yield on
  securities and deposits            4.00%         4.36%         4.99%
                              ------------  ------------  ------------
   Interest rate yield on
    interest-earning assets          5.63%         5.90%         6.99%
                              ------------  ------------  ------------
 Interest rate expense on
  deposits                           2.54%         2.74%         3.35%
 Interest rate expense on
  borrowings                         2.22%         3.01%         4.42%
                              ------------  ------------  ------------
   Interest rate expense on
    interest-bearing
    liabilities                      2.50%         2.77%         3.46%
                              ------------  ------------  ------------

 Interest rate spread                3.13%         3.13%         3.53%
                              ============  ============  ============

 Net interest margin                 3.26%         3.24%         3.63%
                              ============  ============  ============

 Other operating income /
  Average assets                     0.42%         1.78%         0.73%

 Other operating income (loss)
  EXCLUDING change in
  valuation of financial
  instruments carried at fair
  value / Average assets (1)         0.71%         0.61%         0.65%

 Other operating expense /
  Average assets                     3.02%         9.11%         3.01%

 Other operating expense
  EXCLUDING goodwill write-
  off / Average assets (1)           3.02%         3.06%         3.01%

 Efficiency ratio (other
  operating expense / revenue)      85.32%       189.15%        74.00%

 Return (Loss) on average
  assets                            (0.83%)       (6.68%)        0.34%

 Return (Loss) on average
  equity                            (8.59%)      (70.24%)        3.49%

 Return (Loss) on average
  tangible equity (2)               (8.86%)      (86.69%)        5.05%

 Average equity / Average
  assets                             9.63%         9.51%         9.82%

 (1) - Earnings information excluding the fair value adjustments
       and goodwill impairment charge (alternately referred to as
       operating income (loss) 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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