Banner Corporation Announces Second Quarter Results


WALLA WALLA, Wash., July 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 $16.5 million for the second quarter ended June 30, 2009, compared to a net loss of $52.3 million for the second quarter of 2008. The current quarter's results include a $45.0 million provision for loan losses and a $2.1 million special assessment from the FDIC. The current quarter's results also include an $11.0 million net gain from the valuation of financial instruments carried at fair value.

"Similar to recent quarters, our significant provision for loan losses during the quarter reflects material levels of 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," said D. Michael Jones, President and CEO. "While certain segments showed modest improvement, housing markets generally remained weak in many of our service areas, resulting in further deterioration in property values and the need to provide for additional loan losses. By contrast, the non-housing related segments of our loan portfolio have continued to perform as expected with only normal levels of credit problems given the serious economic slowdown. In addition, continued pressure on our net interest margin and substantial increases in FDIC insurance charges had a further negative impact on our operating results."

For the first six months of 2009, Banner reported a net loss of $25.8 million compared to a net loss of $48.5 million for the first six months of 2008. The second quarter and year-to-date 2008 results included a $50.0 million goodwill impairment charge.

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 June 30, 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 $18.4 million, or $1.04 per diluted share, for the second quarter, compared to a net loss of $52.3 million, or $3.31 per diluted share, for the quarter ended June 30, 2008. For the six months ended June 30, 2009, the net loss available to common shareholders was $29.6 million, or $1.70 per diluted share, compared to a net loss of $48.5 million, or $3.06 per diluted share for the first six months of 2008.

"A continuing highlight of the quarter was our Great Northwest Home Rush promotion, which we began initially in the Portland market and expanded to the Puget Sound region and to other markets where we have financed new home construction. Through this program, we have partnered with our builders to deliver customers excellent prices on new homes and equally attractive home loan rates," said Jones. "As we noted at the end of the first quarter, this promotion has been encouraging and is contributing to a meaningful reduction in our exposure to residential construction loans. Through the date of this announcement our builders have accepted purchase offers on 299 of the 617 homes listed under this program, with 173 of those sales having closed through June 30, 2009."

Again notable in the second quarter of 2009 was very strong mortgage banking activity and revenues as exceptionally low interest rates resulted in significant refinancing opportunities for many of our customers, and lower home prices and first-time buyer incentives have resulted in improving home sales activity and purchase financing.

Credit Quality

"Reflecting continuing weakness in the housing market in many of our primary service areas, non-performing assets remained high, primarily centered in our construction and land development loan portfolios," said Jones. "In addition, property values exhibited further declines, particularly for land and developed building lots, resulting in increased charge-offs and impairment reserves. As a result, our provision for loan losses this quarter was significantly larger than in the immediately preceding quarter and the same quarter a year ago and was in excess of our normal expectations. Although property values have declined, sales of finished homes have improved, our reserve levels are substantial, and both our impairment analysis and charge-off actions reflect current appraisals and valuation estimates. Unfortunately, with respect to land and lot loans, those appraisals generally reflect a very limited number of sales which frequently involve distressed transactions, assume in many cases that market recoveries will be protracted and resulted in disappointingly low and uncertain valuation estimates which required increased provisioning. We are hopeful that the final resolution of many of these loans will reflect better than currently recognized values."

Banner added $45.0 million to its provision for loan losses in the second quarter, compared to $22.0 million in the preceding quarter and $15.0 million in the second quarter of 2008. For the first six months of the year, Banner added $67.0 million to its provision for loan losses compared to $21.5 million for the first six months of 2008. The allowance for loan losses at June 30, 2009 was $90.7 million, representing 2.32% of total loans outstanding. Non-performing loans totaled $225.1 million at June 30, 2009, compared to $224.1 million in the preceding quarter and $89.9 million at June 30, 2008. In addition, Banner's real estate owned and repossessed assets totaled $57.2 million at the end of June 2009, compared to $39.1 million three months earlier and $11.4 million at June 30, 2008. Banner's net charge-offs in the quarter ended June 30, 2009 totaled $34.0 million, or 0.87% of average loans and year-to-date net charge-offs were $51.5 million, or 1.31% of average loans.

At June 30, 2009, the geographic distribution of our construction and land development loans, including residential and commercial properties, is approximately 32% in the greater Puget Sound market, 40% in the greater Portland, Oregon market, and 9% in the greater Boise, Idaho market, with the remaining 19% 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 18% of the total loan portfolio and 77% of non-performing assets. The geographic distribution of non-performing construction, land and land development loans and real estate owned included approximately $106 million, or 44%, in the Puget Sound region, $90 million, or 38%, in the greater Portland market area and $26 million, or 11%, in the greater Boise market area.

Income Statement Review

Banner's net interest margin was 3.24% for the second quarter of 2009, compared to 3.26% in the preceding quarter and 3.50% for the second quarter of 2008. Funding costs decreased 13 basis points compared to the previous quarter and decreased 65 basis points from the same quarter a year earlier, while asset yields decreased 14 basis points from the prior linked quarter and 95 basis points from the second quarter a year ago, all reflecting the much lower interest rate environment. For the first half of 2009, the net interest margin was 3.25% compared to 3.57% for the first half of 2008.

"Funding costs improved as expected, which helped to maintain our net interest margin at a nearly unchanged level compared to the two previous quarters, despite higher levels of non-performing assets," said Jones. Non-accruing loans reduced the margin by approximately 45 basis points in this year's second quarter compared to approximately 38 basis points in the first quarter of 2009 and approximately 16 basis points in the second quarter of 2008.

For the second quarter of 2009, net interest income before the provision for loan losses was $34.9 million, compared to $35.0 million in the preceding quarter and $37.1 million in the second quarter a year ago. In the first half of 2009, net interest income before the provision for loan losses was $69.9 million, compared to $74.5 million in the first half of 2008. Revenues from core operations* (net interest income before the provision for loan losses plus total other operating income excluding fair value adjustments) were $43.9 million in the second quarter of 2009, compared to $42.9 million in the first quarter of 2009 and $45.0 million for the second quarter a year ago. Revenues from core operations for the first half of 2009 were $86.7 million, compared to $89.7 million in the first half of 2008.

Banner's results for the second quarter of 2009 included a net gain of $11.0 million ($7.0 million after tax), compared to a net gain of $649,000 ($415,000 after tax) in the second 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 the changes in the valuation of financial instruments noted above, was $20.0 million in the second quarter, compared to $4.7 million in the preceding quarter and $8.6 million for the same quarter a year ago. For the first half of 2009, total other operating income was $24.6 million, compared to $16.7 million in the first half of 2008. Total other operating income from core operations* (excluding fair value adjustments) for the current quarter was $8.9 million, compared to $7.9 million in the preceding quarter and $7.9 million for the same quarter a year ago. For the first half of 2009, total other operating income from core operations increased 11% to $16.8 million, compared to $15.2 million in the first half of 2008. Income from deposit fees and other service charges increased to $5.4 million in the second quarter of 2009, compared to $4.9 million for the preceding quarter; however, reflecting the reduction in customer transaction volumes in the current economic environment, fees were slightly less than the $5.5 million recorded in the second quarter a year ago despite growth in the number of accounts. Income from mortgage banking operations increased to $2.9 million in the second quarter of 2009 compared to $2.7 million in the preceding quarter and $1.6 million in the same quarter a year ago.

"The soft economy continued to adversely affect our payment processing business this quarter as activity levels for deposit customers, cardholders and merchants remained subdued; however, we are pleased with the year-over-year growth in our customer base and encouraged by the increase in activity compared to the very low levels we experienced in the previous quarter," said Jones. "We are also pleased that our mortgage banking revenues remained strong and substantially above the levels reported a year ago. Although not as significant as in the previous quarter, the high level of refinancing activity again 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 $559,000 for the quarter ended June 30, 2009, compared to $912,000 in the preceding quarter and $533,000 in the second quarter a year ago."

"Manageable operating expenses were generally well controlled in the second 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. "However, FDIC insurance expense increased substantially as a result of increased regular assessment rates for the current quarter as well as a one-time special assessment levied on all banks at quarter end. FDIC insurance charges were $4.1 million for the second quarter of 2009 compared to $1.5 million for the preceding quarter and $633,000 for the second quarter of 2008. Although we anticipate collection costs and FDIC insurance premiums will continue to be above historical levels for a number of future quarters, we expect continued expense discipline will be exhibited in our ongoing operating results."

Total other operating expenses from core operations* (non-interest expenses excluding the goodwill write-off that occurred during the quarter ended June 30, 2008) were $36.9 million in the second quarter of 2009, compared to $33.8 million in the preceding quarter and $35.2 million in the same quarter a year ago. For the first half of the year, other operating expenses from core operations were $70.7 million compared to $68.9 million in the first half of 2008. Operating expenses from core operations as a percentage of average assets was 3.27% in the second quarter of 2009, compared to 3.02% in the previous quarter and 3.08% in the second 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

Net loans were $3.82 billion at June 30, 2009, compared to $3.91 billion a year earlier. Total assets were $4.53 billion at June 30, 2009, compared to $4.64 billion a year earlier.

"In the second quarter of 2009, commercial and multifamily real estate loan balances increased by $14 million and commercial business loans increased by $28 million. In addition, agricultural loans experienced an expected seasonal increase of $17 million and one-to-four family residential loans increased by $10 million," said Jones. "However, the continued reductions in construction and land development 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 improved, contributing to a $203 million reduction in our portfolio of one-to-four family construction loans over the past twelve months, including a $28 million decrease in the most recent quarter. As a result, at June 30, 2009 our one-to-four family construction loans totaled $337 million, a decline of $317 million from their peak quarter-end balance of $655 million at June 30, 2007.

Total deposits were $3.75 billion at June 30, 2009, compared to $3.63 billion at the end of the previous quarter and $3.76 billion a year earlier. Non-interest-bearing accounts of $508 million were unchanged for the quarter, but up nearly 7% compared to a year earlier. Interest-bearing accounts increased by $123 million for the second quarter of 2009, but declined by $38 million compared to a year earlier. "Our retail deposit franchise produced good results for the quarter as we were able to effectively replace the public funds and brokered deposits that we have chosen to de-emphasize this year," said Jones. "For the first six months of the year we have allowed $156 million in public funds, including $72 million of interest-bearing transaction accounts, to run off as the new higher collateralization requirements and the shared risk exposure under the Washington and Oregon State requirements have made retaining those deposits less desirable than in the past. Brokered deposits declined by $21 million during the first six months of 2009. We are pleased that we were able to produce this retail deposit growth while also reducing our overall cost of deposits by 18 basis points during the quarter."

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.

"Despite the challenging operating environment, Banner Corporation and its subsidiary banks continue to maintain capital levels significantly in excess of the requirements to be categorized as 'well-capitalized' under applicable regulatory standards," concluded Jones. Banner Corporation's Tier 1 leverage capital to average assets ratio was 9.90% and its total capital to risk-weighted assets ratio was 12.49% at June 30, 2009.

Tangible stockholders' equity at June 30, 2009 was $397.1 million, including $116.6 million attributable to preferred stock, compared to $295.2 million at June 30, 2008. Tangible common stockholders' equity was $280.4 million at June 30, 2009, or 6.20% of tangible assets, compared to $295.2 million, or 6.49% of tangible assets a year earlier. Tangible book value per common share was $15.42 at quarter-end, compared to $18.38 a year earlier. At June 30, 2009, Banner had 18.2 million shares outstanding, while it had 16.1 million shares outstanding a year ago.

Conference Call

Banner will host a conference call on Thursday, July 30, 2009, at 8:00 a.m. PDT, to discuss second quarter 2009 results. The conference call can be accessed live by telephone at 480-629-9770 using access code 4095680 to participate in the call. To listen to the call online, go to the Company's website at www.bannerbank.com. A replay will be available for a week at (303) 590-3030, using access code 4095680.

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

                         Quarters Ended               Six Months
                -------------------------------- ---------------------
                  Jun 30,    Mar 31,    Jun 30,    Jun 30,    Jun 30,
                   2009       2009       2008       2009       2008
                ---------- ---------- ---------- ---------- ----------

 INTEREST
  INCOME:
   Loans
    receivable     $55,500    $56,347    $64,174   $111,847   $132,300
   Mortgage-
    backed
    securities       1,569      1,801      1,087      3,370      2,240
   Securities
    and cash
    equivalents      2,089      2,183      2,861      4,272      5,588
                ---------- ---------- ---------- ---------- ----------
                    59,158     60,331     68,122    119,489    140,128

 INTEREST
  EXPENSE:
   Deposits         21,638     23,092     27,565     44,730     57,628
   Federal Home
    Loan Bank
    advances           675        720      1,301      1,395      3,150
   Other
    borrowings         671        227        530        898      1,140
   Junior
    subordinated
    debentures       1,249      1,333      1,666      2,582      3,730
                ---------- ---------- ---------- ---------- ----------
                    24,233     25,372     31,062     49,605     65,648
                ---------- ---------- ---------- ---------- ----------
   Net interest
    income
    before
    provision
    for loan
    losses          34,925     34,959     37,060     69,884     74,480

 PROVISION
  FOR LOAN
  LOSSES            45,000     22,000     15,000     67,000     21,500
                ---------- ---------- ---------- ---------- ----------
   Net interest
    income
    (loss)         (10,075)    12,959     22,060      2,884     52,980

 OTHER
  OPERATING
  INCOME:
   Deposit fees
    and other
    service
    charges          5,408      4,936      5,494     10,344     10,507
   Mortgage
    banking
    operations       2,860      2,715      1,579      5,575      3,194
   Loan
    servicing
    fees               248       (270)       467        (22)       816
   Miscellaneous       412        520        363        932        694
                ---------- ---------- ---------- ---------- ----------
                     8,928      7,901      7,903     16,829     15,211
   Increase
    (Decrease)
    in
    valuation
    of
    financial
    instruments
    carried
    at fair
    value           11,049     (3,253)       649      7,796      1,472
                ---------- ---------- ---------- ---------- ----------
   Total other
    operating
    income          19,977      4,648      8,552     24,625     16,683

 OTHER
  OPERATING
  EXPENSE:
   Salary and
    employee
    benefits        17,528     17,601     19,744     35,129     39,382
   Less
    capitalized
    loan
    origination
    costs           (2,834)    (2,116)    (2,728)    (4,950)    (4,969)
   Occupancy
    and
    equipment        5,928      6,054      5,989     11,982     11,857
   Information/
    computer
    data
    services         1,599      1,534      1,840      3,133      3,829
   Payment
    and card
    processing
    services         1,555      1,453      1,768      3,008      3,299
   Professional
    services         1,183      1,194      1,331      2,377      2,086
   Advertising
    and
    marketing        2,207      1,832      1,677      4,039      3,095
   Deposit
    insurance        4,102      1,497        633      5,599        960
   State/
    municipal
    business
    and use
    taxes              532        540        576      1,072      1,140
   Real estate
    operations       1,805        623        678      2,428        834
   Miscellaneous     3,286      3,581      3,714      6,867      7,417
                ---------- ---------- ---------- ---------- ----------
                    36,891     33,793     35,222     70,684     68,930
   Goodwill
    write-off           --         --     50,000         --     50,000
                ---------- ---------- ---------- ---------- ----------
   Total other
    operating
    expense         36,891     33,793     85,222     70,684    118,930
                ---------- ---------- ---------- ---------- ----------
   Income
    (Loss)
    before
    provision
    (benefit)
    for income
    taxes          (26,989)   (16,186)   (54,610)   (43,175)   (49,267)

 PROVISION FOR
  (BENEFIT FROM)
  INCOME TAXES     (10,478)    (6,923)    (2,305)   (17,401)      (796)
                ---------- ---------- ---------- ---------- ----------
 NET INCOME
  (LOSS)          $(16,511)   $(9,263)  $(52,305)  $(25,774)  $(48,471)
                ========== ========== ========== ========== ==========
 PREFERRED
  STOCK
  DIVIDEND
  AND DISCOUNT
  ACCRETION
   Preferred
    stock
    dividend         1,550      1,550         --      3,100         --
   Preferred
    stock
    discount
    accretion          373        373         --        746         --
                ---------- ---------- ---------- ---------- ----------
 NET INCOME
  (LOSS)
  AVAILABLE TO
  COMMON
  SHAREHOLDERS    $(18,434)  $(11,186)  $(52,305)  $(29,620)  $(48,471)
                ========== ========== ========== ========== ==========
 Earnings
  (Loss) per
  share
  available to
  common
  shareholder
     Basic          $(1.04)    $(0.65)    $(3.31)    $(1.70)    $(3.06)
     Diluted        $(1.04)    $(0.65)    $(3.31)    $(1.70)    $(3.06)

 Cumulative
  dividends
  declared per
  common share      $0.01       $0.01      $0.20      $0.02     $ 0.40

 Weighted
  average
  common
  shares
  outstanding
     Basic      17,746,051 17,159,793 15,821,934 17,454,542 15,834,728
     Diluted    17,746,051 17,159,793 15,821,934 17,454,542 15,834,728

 Common shares
  repurchased
  during the
  period                --         --         --         --    613,903
 Common shares
  issued in
  connection
  with exercise
  of stock
  options
  or DRIP          780,906    493,514    401,645  1,274,420    653,036




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

                     Jun 30,       Mar 31,      Jun 30,      Dec 31,
                      2009          2009         2008         2008
                  -----------    ----------   -----------  -----------
 ASSETS
 ------
 Cash and due
  from banks      $    67,339    $   72,811   $    91,953  $    89,964
 Federal funds                                             
  and interest                                             
  -bearing                                                 
  deposits             16,919         2,699           430       12,786
 Securities -                                              
  at fair value       167,476       161,963       238,670      203,902
 Securities -                                              
  available for                                            
  sale                 50,980        66,963            --       53,272
 Securities -                                              
  held to                                                  
  maturity             77,321        67,401        55,612       59,794
 Federal Home                                              
  Loan Bank                                                
  stock                37,371        37,371        37,371       37,371
 Loans                                                     
  receivable:                                              
   Held for sale        8,377        11,071         6,817        7,413
   Held for                                                
    portfolio       3,904,704     3,904,476     3,966,482    3,953,995
   Allowance for                                           
    loan losses       (90,694)      (79,724)      (58,570)     (75,197)
                  -----------    ----------   -----------  -----------
                    3,822,387     3,835,823     3,914,729    3,886,211
                                                           
 Accrued                                                   
  interest                                                 
  receivable           18,892        20,821        22,890       21,219
 Real estate                                               
  owned held                                               
  for sale, net        56,967        38,951        11,390       21,782
 Property and                                              
  equipment,                                               
  net                 103,709        97,847        97,928       97,647
 Goodwill and                                              
  other                                                    
  intangibles,                                             
  net                  12,365        13,026        86,205       13,716
 Bank-owned                                                
  life                                                     
  insurance            53,341        53,163        52,213       52,680
 Other assets          47,475        41,285        26,953       34,024
                  -----------    ----------   -----------  -----------
                  $ 4,532,542    $4,510,124   $ 4,636,344  $ 4,584,368
                  ===========    ==========   ===========  ===========
                                                           
 LIABILITIES 
 -----------                                              
 Deposits:                                                 
   Non-interest                                            
    -bearing      $   508,284    $  508,593   $   477,144  $   509,105
   Interest                                                
    -bearing                                               
    transaction                                            
    and savings                                            
    accounts        1,131,093     1,099,837     1,216,217    1,137,878
   Interest                                                
    -bearing                                               
    certificates    2,110,466     2,019,074     2,063,392    2,131,867
                  -----------    ----------   -----------  -----------
                    3,749,843     3,627,504     3,756,753    3,778,850
 Advances from                                             
  Federal Home                                             
  Loan Bank at                                             
  fair value          115,946       172,102       182,496      111,415
 Customer                                                  
  repurchase                                               
  agreements                                               
  and other                                                
  borrowings          158,249       181,194       164,192      145,230
 Junior                                                    
  subordinated                                             
  debentures at                                            
  fair value           49,563        53,819       101,358       61,776
 
 Accrued                                                   
  expenses and                                             
  other                                                    
  liabilities          36,652        37,759        37,438       40,600
 Deferred                                                  
  compensation         12,815        13,203        12,694       13,149
                  -----------    ----------   -----------  -----------
                    4,123,068     4,085,581     4,254,931    4,151,020
                                                           
                                                           
 STOCKHOLDERS' EQUITY                                       
 --------------------
 Preferred                                                 
  stock - Series A    116,661       116,288            --      115,915
 Common stock         322,582       318,628       299,425      316,740
 Retained                                                  
  earnings                                                 
  (accumulated                                             
  deficit)           (27,826)        (9,210)       84,204        2,150
 Other                                                     
  components of                                            
  stockholders'                                            
  equity               (1,943)       (1,163)       (2,216)      (1,457)
                  -----------    ----------   -----------  -----------
                      409,474       424,543       381,413      433,348
                                                           
                  $ 4,532,542    $4,510,124   $ 4,636,344  $ 4,584,368
                  ===========    ==========   ===========  ===========
                                                           
                                                           
                                                           
 Common Shares Issued:                                            
 Shares                                                    
  outstanding                                              
  at end of                                                
  period           18,426,458    17,645,552    16,305,282   17,152,038
  Less unearned                                             
   ESOP shares                                              
   at end of                                                
   period             240,381       240,381       240,381      240,381
                  -----------    ----------   -----------  -----------
 Shares                                                    
  outstanding                                              
  at end of                                                
  period                                                   
  excluding                                                
  unearned ESOP                                            
  shares           18,186,077    17,405,171    16,064,901   16,911,657
                   ==========    ==========    ==========   ==========
 Common              
  stockholders'                                            
  equity per                                               
  share (1)       $     16.10    $    17.71   $     23.74  $     18.77
 Common                                                    
  stockholders'                                            
  tangible                                                 
  equity per                                               
  share (1) (2)   $     15.42    $    16.96   $     18.38  $     17.96
 Tangible                                                  
  common                                                   
  stockholders'                                            
  equity to                                                
  tangible                                                 
  assets                 6.20%         6.56%         6.49%        6.64%
 Consolidated                                              
  Tier 1                                                   
  leverage                                                 
  capital ratio          9.90%        10.27%         8.80%       10.32%
 
 (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)

 LOANS (including 
  loans held for          Jun 30,     Mar 31,      Jun 30,     Dec 31,
  sale):                   2009        2009         2008        2008
 ---------------        ----------  ----------  ----------  ----------
 Commercial real
  estate                $1,049,921  $1,036,285  $  983,732  $1,013,709
 Multifamily real
  estate                   150,168     149,442     145,016     151,274
 Commercial            
  construction              90,762     103,643     103,009     104,495
 Multifamily           
  construction              56,968      46,568      17,681      33,661
 One- to four-family              
  construction             337,368     365,421     540,718     420,673
 Land and land         
  development              403,697     446,128     494,944     486,130
 Commercial business       678,273     650,123     709,109     679,867
 Agricultural business             
  including secured by           
  farmland                 215,339     197,972     212,397     204,142
 One- to four-family
  real estate              653,513     643,705     511,611     599,169
 Consumer                  277,072     276,260     255,082     268,288
                        ----------  ----------  ----------  ----------
   Total loans         
    outstanding         $3,913,081  $3,915,547  $3,973,299  $3,961,408
                        ==========  ==========  ==========  ==========
 Restructured loans
  performing under
  their restructured
  terms                 $   55,031  $   27,550  $    7,771  $   23,635
                        ==========  ==========  ==========  ==========
 Loans 30 - 89 days
  past due and on               
  accrual               $   34,038  $  111,683  $   22,659  $   61,124
                        ==========  ==========  ==========  ==========
 Total delinquent      
  loans (including     
  loans on non
  -accrual)             $  259,107  $  335,780  $  112,577  $  248,469
                        ==========  ==========  ==========  ==========
 Total delinquent  
  loans / Total
  loans outstanding           6.62%       8.58%       2.83%       6.27%



 GEOGRAPHIC CONCENTRATION OF LOANS AT
 June 30, 2009    
 ------------------------------------

            Washington    Oregon       Idaho       Other       Total
            ----------  ----------  ----------  ----------  ----------
 Commercial                                                 
  real                                                      
  estate      $785,186   $ 172,632     $81,478    $ 10,625  $1,049,921
 Multifamily                                               
  real                                                     
  estate       125,599      12,405       8,813       3,351     150,168
 Commercial                                                
  con-                                                     
  struction     65,357      15,171      10,234          --      90,762
 Multifamily                                               
  con-                                                     
  struction     31,431      25,537          --          --      56,968
 One- to four-                                              
  family                                                  
  con-                                                     
  struction    166,637     151,704      19,027          --     337,368
 Land and                                                  
  land                                                     
  devel-                                                   
  opment       195,192     155,902      52,603          --     403,697
 Commercial                                                
  business     496,605      93,752      70,818      17,098     678,273
 Agricultural                                              
  business                                                 
  including                                                
  secured by                                                
  farmland     101,717      48,807      64,815          --     215,339
 One- to four-                                              
  family                                                  
  real                                                     
  estate       486,614     131,853      31,766       3,280     653,513
 Consumer      197,377      61,659      17,535         501     277,072
            ----------   ---------    --------    --------  ----------
 Total loans                                                  
  outstand-
  ing       $2,651,715   $ 869,422   $ 357,089    $ 34,855  $3,913,081
            ==========   =========  ==========  ==========  ==========
 Percent of                                                     
  total 
  loans           67.8%       22.2%        9.1%        0.9%      100.0%
                                                 
                                                

 DETAIL OF LAND AND LAND DEVELOPMENT LOANS AT
 June 30, 2009
 --------------------------------------------

            Washington    Oregon       Idaho       Other       Total
            ----------  ----------  ----------  ----------  ----------
 Residential
  Acquisition &
   develop-
   ment     $   94,895  $  112,263  $   22,088  $       --   $ 229,246
  Improved                                     
   lots         48,448      30,581       4,107          --      83,136
  Unimproved                                   
   land         25,523      10,988      21,167          --      57,678
 Commercial                                     
  & industrial                                  
  Acquisition &                                
   develop-
   ment          4,013          --         197          --       4,210
  Improved                                     
   land         11,366         587         398          --      12,351
  Unimproved                                   
   land         10,947       1,483       4,646          --      17,076
            ----------  ----------  ----------  ----------  ----------
   Total                                         
    land &                                        
    land                                         
    development                                  
    loans                                        
    outstand-                                    
     ing    $  195,192  $  155,902  $   52,603  $       --   $ 403,697
            ==========  ==========  ==========  ==========  ==========




 BANR - Second Quarter 2009 Results
 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

                            Quarters Ended          Six Months Ended
                      ---------------------------   -----------------
 CHANGE IN THE        Jun 30,   Mar 31,   Jun 30,   Jun 30,   Jun 30,
  ALLOWANCE FOR        2009      2009      2008      2009      2008
  LOAN LOSSES         -------   -------   -------   -------   -------
 --------------

 Balance, beginning
  of period           $79,724   $75,197   $50,446   $75,197   $45,827

 Provision             45,000    22,000    15,000    67,000    21,500

 Recoveries of loans
  previously charged
  off:
     Commercial real
      estate               --        --        --        --        --
     Multifamily real
      estate               --        --        --        --        --
     Construction
      and land            266        52         9       318         9
     One- to four-
      family real
      estate               89         2        40        91        40
     Commercial
      business            249        70       174       319       260
     Agricultural
      business,
      including
      secured by
      farmland             22        --         5        22         8
     Consumer              32        31        27        63        82
                       -------   -------   -------   -------   -------
                          658       155       255       813       399
                      
 Loans charged-off:
     Commercial
      real estate          --        --        (7)       --        (7)
     Multifamily
      real estate          --        --        --        --        --
     Construction
      and land        (27,290)  (12,417)   (5,081)  (39,707)   (6,049)
     One- to four-
      family real
      estate           (1,181)   (1,091)     (119)   (2,272)     (191)
     Commercial
      business         (2,438)   (3,794)   (1,770)   (6,232)   (2,550)
     Agricultural
      business,
      including
      secured by
      farmland         (3,186)       --        --    (3,186)       --
     Consumer            (593)     (326)     (154)     (919)     (359)
                      -------   -------   -------   -------   -------
                      (34,688)  (17,628)   (7,131)  (52,316)   (9,156)
                      -------   -------   -------   -------   -------
     Net charge-offs  (34,030)  (17,473)   (6,876)  (51,503)   (8,757)
                      -------   -------   -------   -------   -------

 Balance, end of
  period              $90,694   $79,724   $58,570   $90,694   $58,570
                      =======   =======   =======   =======   =======

 Net charge-offs /
  Average loans
  outstanding            0.87%     0.44%     0.18%     1.31%     0.23%


 ALLOCATION OF
  ALLOWANCE FOR       Jun 30,   Mar 31,   Jun 30, Dec 31,
  LOAN LOSSES          2009      2009         2008  2008
 --------------       -------   -------   -------   -------
 Specific or
  allocated loss
  allowance
   Commercial
    real estate       $ 5,333   $ 4,972   $ 4,518   $ 4,199
   Multifamily
    real estate            83        84       524        87
   Construction
    and land           55,585    46,297    19,991    38,253
   One- to four-
    family real
    estate              1,333       814     2,322       752
   Commercial
    business           19,474    18,186    21,494    16,533
   Agricultural
    business,
    including secured
    by farmland         1,323       587     1,634       530
   Consumer             1,540     1,682     2,583     1,730
                      -------   -------   -------   -------
     Total allocated   84,671    72,622    53,066    62,084

   Estimated
    allowance for
    undisbursed
    commitments         1,976     1,358       543     1,108
   Unallocated          4,047     5,744     4,961    12,005
                      -------   -------   -------   -------

     Total allowance
      for loan losses $90,694   $79,724   $58,570   $75,197
                      =======   =======   =======   =======
 Allowance for loan
  losses / Total
  loans outstanding      2.32%     2.04%     1.47%     1.90%




 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)

                            Jun 30,    Mar 31,    Jun 30,     Dec 31,
                             2009       2009       2008        2008
                           ---------  ---------  ---------  ---------
 NON-PERFORMING ASSETS
 ---------------------
 Loans on non-accrual
  status
  Secured by real estate:
   Commercial              $   7,244  $  15,180  $   5,907  $  12,879
   Multifamily                    --        968         --         --
   Construction and land     180,989    175,794     70,340    154,823
   One- to four-family        15,167     21,900      5,526      8,649
  Commercial business         10,508      7,500      6,875      8,617
  Agricultural business,
   including secured by
   farmland                    7,478      2,176        265      1,880
  Consumer                     2,058        275         --        130
                           ---------  ---------  ---------  ---------
                             223,444    223,793     88,913    186,978

 Loans more than 90 days
  delinquent, still on
  accrual
  Secured by real estate:
   Commercial                     --         --         --         --
   Multifamily                    --         --         --         --
   Construction and land         603         --         --         --
   One- to four-family           624        161        889        124
  Commercial business            209         --         --         --
  Agricultural business,
   including secured by
   farmland                       --         --         --         --
  Consumer                       189        143        116        243
                           ---------  ---------  ---------  ---------
                               1,625        304      1,005        367
                           ---------  ---------  ---------  ----------
 Total non-performing
  loans                      225,069    224,097     89,918    187,345
 Securities on non-accrual
  at fair value                   --        160         --         --
 Real estate owned (REO) /
  Repossessed assets          57,197     39,109     11,397     21,886
                           ---------  ---------  ---------  ---------
   Total non-performing
    assets                 $ 282,266  $ 263,366  $ 101,315 $  209,231
                           =========  =========  =========  =========

 Total non-performing
  assets / Total assets         6.23%      5.84%      2.19%      4.56%


 DETAIL & GEOGRAPHIC
 CONCENTRATION OF
 NON-PERFORMING
   ASSETS AT
 June 30, 2009
 -------------   Washington   Oregon      Idaho      Other      Total
                 ---------- ---------- ---------- ---------- ----------
 Secured by real
  estate:
  Commercial     $    6,611 $      483 $      150 $       -- $    7,244
  Multifamily            --         --         --         --         --
  Construction
   and land
   One- to four-
    family
    construction     33,652     30,181     10,732         --     74,565
   Residential
    land
    acquisition
    & development    31,951     31,365      8,633         --     71,949
   Residential
    land improved
    lots              7,636      6,238      1,894         --     15,768
   Residential
    land
    unimproved       11,711        180      2,253         --     14,144
   Commercial
    land
    acquisition
    & development        --         --         --         --         --
   Commercial
    land improved        --        591         --         --        591
   Commercial
    land un-
    improved          4,382         --        193         --      4,575
                 ---------- ---------- ---------- ---------- ----------
    Total
     construction
     and land        89,332     68,555     23,705         --    181,592

  One- to four-
   family             8,202      2,006      5,557         26     15,791
 Commercial
  business            9,731        456        530         --     10,717
 Agricultural
  business,
  including
  secured by
  farmland              694        378      6,406         --      7,478
 Consumer             1,522        448        184         93      2,247

                 ---------- ---------- ---------- ---------- ----------
 Total non-
  performing
  loans             116,092     72,326     36,532        119    225,069
 Securities on
  non - accrual          --         --         --         --          0
 Real estate
  owned (REO) and
  repossessed
  assets             38,354     15,131      2,833        879     57,197
                 ---------- ---------- ---------- ---------- ----------
   Total  non-
    performing
    assets at
    end of the
    period       $  154,446 $   87,457 $   39,365 $      998 $  282,266
                 ========== ========== ========== ========== ==========


 ADDITIONAL FINANCIAL INFORMATION
 (dollars in thousands)


 DEPOSITS & OTHER
  BORROWINGS
 ----------------          Jun 30,     Mar 31,     Jun 30,     Dec 31,
 BREAKDOWN OF DEPOSITS      2009        2009        2008        2008
 ---------------------   ----------  ----------  ----------  ----------
 Non-interest-bearing    $  508,284  $  508,593  $  477,144  $  509,105
                         ----------  ----------  ----------  ----------
 Interest-bearing
  checking                  312,024     307,741     411,571     378,952
 Regular savings
  accounts                  499,447     490,239     580,482     474,885
 Money market accounts      319,622     301,857     224,164     284,041
                         ----------  ----------  ----------  ----------
  Interest-bearing
   transaction & savings
   accounts               1,131,093   1,099,837   1,216,217   1,137,878
                         ----------  ----------  ----------  ----------
 Interest-bearing
  certificates            2,110,466   2,019,074   2,063,392   2,131,867
                         ----------  ----------  ----------  ----------
  Total deposits         $3,749,843  $3,627,504  $3,756,753  $3,778,850
                         ==========  ==========  ==========  ==========


 INCLUDED IN OTHER
  BORROWINGS
 -----------------
 Customer repurchase
  agreements / "Sweep
  accounts"              $  108,277  $  131,224  $   91,192  $  145,230
                         ==========  ==========  ==========  ==========



 GEOGRAPHIC CONCENTRATION
  OF DEPOSITS AT
  June 30, 2009          Washington    Oregon       Idaho       Total
 ---------------------   ----------  ----------  ----------  ----------

                         $2,941,140  $  566,065  $  242,638  $3,749,843
                         ==========  ==========  ==========  ==========



  REGULATORY CAPITAL
   RATIOS AT                                            Minimum
  ------------------                                  for Capital
    June 30, 2009                 Actual          or "Well Capitalized"
  ------------------     ----------------------  ----------------------
                            Amount      Ratio      Amount      Ratio
                         ----------  ----------  ----------  ----------
 Banner Corporation-
  consolidated
  Total capital to
   risk-weighted assets  $  497,049       12.49% $  318,332       8.00%
  Tier 1 capital to
   risk-weighted assets     446,804       11.23%    159,166       4.00%
  Tier 1 leverage capital
   to average assets        446,804        9.90%    180,436       4.00%

 Banner Bank
  Total capital to
   risk-weighted assets     465,484       12.19%    382,002      10.00%
  Tier 1 capital to
   risk-weighted assets     417,222       10.92%    229,201       6.00%
  Tier 1 leverage capital
   to average assets        417,222        9.63%    216,703       5.00%

 Islanders Bank
  Total capital to
   risk-weighted assets      25,209       13.60%     18,542      10.00%
  Tier 1 capital to
   risk-weighted assets      23,726       12.80%     11,125       6.00%
  Tier 1 leverage capital
   to average assets         23,726       11.59%     10,240       5.00%


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

                         Quarters Ended             Six Months Ended
                -------------------------------- ---------------------
 OPERATING        Jun 30,    Mar 31,    Jun 30,    Jun 30,    Jun 30,
 PERFORMANCE       2009       2009       2008       2009       2008
 -----------    ---------- ---------- ---------- ---------- ----------
 Average loans  $3,925,196 $3,942,917 $3,917,563 $3,934,002 $3,874,277
 Average
  securities
  and deposits     394,244    403,514    336,662    398,856    324,605
 Average non-
  interest-
  earning assets   199,981    193,188    352,639    196,604    354,960
                ---------- ---------- ---------- ---------- ----------
  Total average
   assets       $4,519,421 $4,539,619 $4,606,864 $4,529,462 $4,553,842
                ========== ========== ========== ========== ==========

 Average
  deposits      $3,679,653 $3,693,345 $3,719,748 $3,686,455 $3,662,934
 Average
  borrowings       429,708    416,927    419,280    423,359    415,421
 Average non-
  interest-
  bearing
  liabilities      (18,421)    (7,922)    31,475    (13,201)    36,130
                ---------- ---------- ---------- ---------- ----------

  Total average
   liabilities   4,090,940  4,102,350  4,170,503  4,096,613  4,114,485

 Total average
  stockholders'
  equity           428,481    437,269    436,361    432,849    439,357
                ---------- ---------- ---------- ---------- ----------

  Total average
   liabilities
   and equity   $4,519,421 $4,539,619 $4,606,864 $4,529,462 $4,553,842
                ========== ========== ========== ========== ==========

 Interest rate
  yield on loans     5.67%      5.80%      6.59%      5.73%      6.87%
 Interest rate
  yield on
  securities
  and deposits       3.72%      4.00%      4.72%      3.86%      4.85%
                ---------- ---------- ---------- ---------- ----------
  Interest rate
   yield on
   interest-
   earning
   assets            5.49%      5.63%      6.44%      5.56%      6.71%
                ---------- ---------- ---------- ---------- ----------

 Interest rate
  expense on
  deposits           2.36%      2.54%      2.98%      2.45%      3.16%
 Interest rate
  expense on
  borrowings         2.42%      2.22%      3.35%      2.32%      3.88%
                ---------- ---------- ---------- ---------- ----------

  Interest rate
   expense on
   interest-
   bearing
   liabilities       2.37%      2.50%      3.02%      2.43%      3.24%
                ---------- ---------- ---------- ---------- ----------

 Interest rate
  spread             3.12%      3.13%      3.42%      3.13%      3.47%
                ========== ========== ========== ========== ==========

 Net interest
  margin             3.24%      3.26%      3.50%      3.25%      3.57%
                ========== ========== ========== ========== ==========

 Other operating
  income /
  Average assets     1.77%      0.42%      0.75%      1.10%      0.74%

 Other operating
  income (loss)
  EXCLUDING
  change in
  valuation of
  financial
  instruments
  carried at
  fair value /
  Average
  assets (1)         0.79%      0.71%      0.69%      0.75%      0.67%

 Other operating
  expense /
  Average assets     3.27%      3.02%      7.44%      3.15%      5.25%

 Other operating
  expense
  EXCLUDING
  goodwill
  write-off /
  Average
  assets (1)         3.27%      3.02%      3.08%      3.15%      3.04%

 Efficiency
  ratio (other
  operating
  expense /
  revenue)          67.19%     85.32%    186.84%     74.79%    130.46%

 Return (Loss)
  on average
  assets            (1.47%)    (0.83%)    (4.57%)    (1.15%)    (2.14%)

 Return (Loss)
  on average
  equity           (15.46%)    (8.59%)   (48.21%)   (12.01%)   (22.19%)

 Return (Loss)
  on average
  tangible
  equity (2)       (15.93%)    (8.86%)   (70.04%)   (12.38%)   (32.20%)

 Average equity/
  Average assets     9.48%      9.63%      9.47%      9.56%      9.65%

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