SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  
FORM 8-K
 
CURRENT REPORT
  
  
PURSUANT TO SECTION 13 OR 15 (d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
 
Date of Report (Date of earliest event reported): July 28, 2005
 
 
Banner Corporation
(Exact name of registrant as specified in its charter)
 
Washington 0-26584 91-1691604
State or other jurisdiction Commission (I.R.S. Employer
of incorporation File Number Identification No.)
   
10 S. First Avenue, Walla Walla, Washington 99362
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number (including area code) (509) 527-3636
 
Not Applicable
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
       CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
      CFR 240.13e-4(c))



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Item 2.02 Results of Operations and Financial Condition

        On July 28, 2005, Banner Corporation issued its earnings release for the quarter ended June 30, 2005. A copy of the earnings release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

       (c)         Exhibits

       99.1      Press Release of Banner Corporation dated July 28, 2005.






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SIGNATURES

       Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

BANNER CORPORATION
 
 
 
Date: July 28, 2005 By: /s/D. Michael Jones                     
      D. Michael Jones
      President and Chief Executive Officer


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Exhibit 99.1



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THE CEREGHINO GROUP
CORPORATE INVESTOR RELATIONS
5333 - 15th AVE SO., SUITE 1500
SEATTLE, WA 98108
206.762.0993
www.stockvalues.com
Contact: D. Michael Jones,
              President and CEO
              Lloyd W. Baker, CFO
              (509) 527-3636
News Release



BANNER CORPORATION'S SECOND QUARTER NET INCOME INCREASES 10% TO $5 MILLION;
LOANS INCREASE 21%, DEPOSITS INCREASE 19%

Walla Walla, WA - July 28, 2005 - Banner Corporation (Nasdaq: BANR), the parent company of Banner Bank, today reported that net income grew 10% in the second quarter of 2005, compared to the second quarter of 2004. Revenues increased 14% from a year ago, and loan and deposit growth remained strong. Net income was $5.0 million, or $0.42 per diluted share, in the second quarter ended June 30, 2005, compared to $4.5 million, or $0.39 per diluted share, in second quarter of 2004. For the first six months of 2005, Banner's net income increased 9% to $9.7 million, compared to $8.9 million in the first half of 2004.

"Our strategy over the past eighteen months has been to grow loans and deposits through franchise expansion," said D. Michael Jones, President and Chief Executive Officer. "In implementing this strategy we have opened 14 branches, including four relocations, and four additional lending centers. To staff these new office locations and take advantage of other opportunities in key market areas, we have hired a number of exceptional bankers and loan officers. Our efforts are producing expected results; we have increased loans 21% and deposits 19% over the past twelve months. Importantly, transaction and savings accounts comprise the bulk of this new deposit growth over the past year as balances for these types of accounts have increased 31%. In the second quarter alone we produced $153 million in loan growth and $180 million in deposit growth. Much of this deposit growth can be attributed to our new locations and we are moving forward with our franchise expansion. The first of five previously announced locations in southern Idaho will be opening in August. In addition, construction of an office in Vancouver, Washington is near completion and we will be opening there in late July. Further, we also expect to open a branch in Beaverton, Oregon, in August."

Second Quarter 2005 Highlights (Compared to Second Quarter 2004)

* Assets grew 14% to $3.14 billion.
* Loans increased 21% to $2.28 billion.
* Non-interest bearing deposits increased 44% and total deposits increased 19% to $2.17 billion.
* Non-performing assets declined by 40% (and 9% since 3/31/05).
* Revenues advanced 14% to $31.3 million.
* Net income increased 10%.
* Net interest income before provision for loan losses grew 14% and other income increased 12%.

Income Statement Review

For the second quarter, net interest income before the provision for loan losses increased 14% to $26.7 million, compared to $23.4 million in the same quarter a year ago. For the six-month period ended June 30, 2005, net interest income before the provision for loan losses increased 13% to $51.9 million, compared to $46.1 million in the same period a year ago.

Revenues (net interest income before the provision for loan losses plus other operating income) grew 14% to $31.3 million in the second quarter, from $27.5 million last year. Revenues increased 12% to $60.6 million in the first half of 2005, compared to $54.1 million in the six-month period a year ago. "Our net interest income and deposit fee revenue reflect the strong loan and deposit growth we have generated over the past year," said Jones, "and our mortgage banking operations improved significantly as well. As we invest in expanding our franchise, we are significantly increasing our revenue generating capacity."

Total other operating income for the second quarter increased 12% to $4.6 million, compared to $4.1 million for the same quarter last year. For the first six months of 2005, total other operating income increased 9% to $8.6 million, compared to $7.9 million in the first six months of 2004. Income from deposit fees and other service charges increased 17% to $2.4 million in the second quarter, compared to $2.1 million for the same period in 2004. Mortgage banking operations increased 13% to $1.6 million in the second quarter, compared to $1.5 million for the second quarter a year ago.

Other operating expenses increased to $22.8 million in the quarter, compared to $19.5 million in the second quarter last year, largely due to the additional costs associated with operating the new branches. For the first six months of 2005, other operating expenses were $44.1 million, an increase from $38.4 million in the first six months of 2004. The ratio of other operating expense (expense ratio) to average assets was 3.02% for the second quarter, compared to 2.95% for the first quarter of 2005 and 2.88% for the second quarter of 2004.



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BANR - Second Quarter Results
July 28, 2005
Page 2


"So far during 2005 we have opened new branches in Kent, Everett, Edmonds, Lynnwood, Mercer Island and East Wenatchee, Washington, and relocated branches in Lynden, Spokane and Walla Walla, Washington. We also saw significant progress on construction and development of new offices in Vancouver, Washington, Boise, Idaho, and Beaverton, Oregon and have moved forward on the four other southwestern Idaho branch offices we expect to open within the next nine months. Operating expenses for the remainder of 2005 will be impacted by these new locations, but over time these new branches should help improve our net interest margin by proportionately reducing our borrowing from the Federal Home Loan Bank," said Jones.

Banner's net interest margin was 3.75% for the second quarter of 2005, a ten basis point improvement from 3.65% in the second quarter a year ago, and a four basis point improvement from the 3.71% margin for the first quarter of 2005. For the first six months of the year, the net interest margin was 3.73%, a six basis point improvement from 3.67% for the same period last year. "Although we experienced higher funding costs this quarter, we saw our net interest margin expand as a result of our strong loan growth and increased asset yields," said Jones. Funding costs were up 20 basis points compared to the previous quarter and up 52 basis points from the same quarter a year earlier. However, asset yields were also higher, increasing by 25 and 62 basis points, respectively, compared to the quarters ended March 31, 2005 and June 30, 2004.

FHLB Stock

In contrast with last year, for the first six months of 2005 Banner Bank did not record any dividend income on its investment in stock of the Federal Home Loan Bank of Seattle (FHLB). For the quarter and six months ended June 30, 2004, Banner Bank recorded $349,000 and $694,000, respectively, of dividend income on its FHLB stock. In a recent filing with the Securities and Exchange Commission, the FHLB has indicated that it expects to generate only minimal earnings or possibly losses for the next two to three years. As a result, the management of Banner Bank does not expect that it will receive any dividend income on this stock for the foreseeable future. However, for purposes of calculating asset yields and net interest margin for Banner Corporation, the $35.8 million investment in FHLB stock has been included in average securities and earning asset balances. If this currently non-earning investment had been removed from these average balances, Banner Corporation's net interest margin would have been 3.80% and 3.78% for the quarter and six months ended June 30, 2005, and 3.76% for the quarter ended March 31, 2005. Further, this FHLB stock generally cannot be sold and the FHLB, in agreement with its regulator and in contrast with its past practice, is currently not redeeming excess stock holdings of its members. While there is little that Banner Bank can do with regard to this situation at this time, management will monitor the progress of the FHLB and will continue to evaluate the appropriate classification and valuation of this investment.

Balance Sheet Review

Banner Corporation's assets reached a record $3.14 billion at June 30, 2005, a 14% increase from $2.76 billion a year earlier. Net loans increased 21%, to $2.28 billion at June 30, 2005, from $1.88 billion a year ago. "The major components of the loan portfolio showed dramatic growth in the last year," said Jones. "We increased commercial and multifamily real estate loans 12%, construction and land loans 46% and commercial and agricultural business loans 17%. As a result, these components of total loans grew by 23% to $1.90 billion, and now represent 82% of the loan portfolio. In particular, our construction and development lending has been outstanding during the first half of 2005, reflecting the strong housing markets in the northwest locations that Banner Bank serves and tremendous efforts from our lenders that focus on that line of business."

Total deposits grew 19%, to $2.17 billion, compared to $1.83 billion at June 30, 2004. Non-interest bearing deposits increased 44% at June 30, 2005 compared to June 30, 2004, and increased 17% compared to March 31, 2005. Transaction and savings accounts grew 31% during the twelve months ending June 30, 2005, while certificates of deposit increased only 9%. "Our significant emphasis on deposit growth is bringing new customers to Banner Bank and is providing sufficient funding to support our loan growth," Jones continued. "Profitably growing our deposit base is the number one focus of our franchise expansion."

Book value per share was $19.00 at June 30, 2005, compared to $18.08 a year earlier. Tangible book value per share was $15.87 at June 30, 2005, compared to $14.82 a year earlier.

Credit Quality

"We have been successful at managing credit risk while significantly growing the commercial loan portfolio," said Jones. Non-performing assets were $17.3 million, or 0.55% of total assets, at June 30, 2005, a 40% reduction from $28.9 million, or 1.05% of total assets, at June 30, 2004. At March 31, 2005, Banner's non-performing assets totaled $18.9 million or 0.64% of total assets. The provision for loan losses for the second quarter was $1.3 million, compared to $1.5 million in the same quarter of 2004. Net loan charge-offs in the second quarter of 2005 were 0.06% of average loans outstanding. At June 30, 2005, the allowance for loan losses totaled $29.8 million, representing 1.29% of total loans outstanding.

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BANR - Second Quarter Results
July 28, 2005
Page 3


Conference Call

The Company will host a conference call today, Thursday, July 28, 2005, at 8:00 a.m. PDT, to discuss second quarter results. The conference call can be accessed live by telephone at 303-262-2211. To listen to the call online, go to the Company's website at www.bannerbank.com or to www.fulldisclosure.com. Institutional investors may access the call via the subscriber-only site, www.streetevents.com. An archived recording of the call can be accessed by dialing 303-590-3000, passcode 11032893# until Thursday, August 4, 2005 or via the Internet at www.fulldisclosure.com.

About the Company

Banner Corporation is the parent company of Banner Bank, a commercial bank which operates a total of 52 branch offices and 13 loan offices in 24 counties in Washington, Oregon and Idaho. Banner Bank serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com.

Statements concerning future performance, developments or events, expectations for earnings, growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements, which are subject to a number of risks and uncertainties that are beyond Banner's control and might cause actual results to differ materially from the expectations and stated objectives. Factors which could cause actual results to differ materially include, but are not limited to, regional and general economic conditions, management's ability to generate continued improvement in asset quality and profitability, changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values, competition, loan delinquency rates, the successful operation of the newly-opened branches and loan offices, changes in accounting principles, practices, policies or guidelines, changes in legislation or regulation, other economic, competitive, governmental, regulatory and technological factors affecting operations, pricing, products and services and Banner's ability to successfully resolve outstanding credit issues and/or recover check kiting losses. Accordingly, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Banner undertakes no responsibility to update or revise any forward-looking statements.

(tables follow)













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BANR - Second Quarter Results
July 28, 2005
Page 4



RESULTS OF OPERATIONS Quarters Ended
6 Months Ended
(In thousands except share and per share data) Jun 30, 2005
Mar 31, 2005
Jun 30, 2004
Jun 30, 2005
Jun 30, 2004
INTEREST INCOME:
Loans receivable $ 39,842 $ 36,137 $ 30,298 $ 75,979 $ 59,317
Mortgage-backed securities 3,586 3,673 4,394 7,259 8,921
Securities and cash equivalents 2,943
2,849
3,140
5,792
6,221
46,371 42,659 37,832 89,030 74,459
 
INTEREST EXPENSE:
Deposits 12,146 10,414 8,404 22,560 16,268
Federal Home Loan Bank advances 5,927 5,617 4,962 11,544 10,087
Junior subordinated debentures 1,193 1,067 843 2,260 1,535
Other borrowings 392
332
223
724
460
19,658
17,430
14,432
37,088
28,350
Net interest income before provision for loan losses 26,713 25,229 23,400 51,942 46,109
 
PROVISION FOR LOAN LOSSES 1,300
1,203
1,450
2,503
2,900
Net interest income 25,413 24,026 21,950 49,439 43,209
 
OTHER OPERATING INCOME:
Deposit fees and other service charges 2,401 2,004 2,057 4,405 3,900
Mortgage banking operations 1,645 1,231 1,452 2,876 2,704
Loan servicing fees 232 439 347 671 613
Gain on sale of securities 8 - - 62 8 73
Miscellaneous 339
323
207
662
651
Total other operating income 4,625 3,997 4,125 8,622 7,941
OTHER OPERATING EXPENSE:
Salary and employee benefits 15,263 13,793 13,024 29,056 25,127
Less capitalized loan origination costs (2,753) (2,041) (1,891) (4,794) (3,378)
Occupancy and equipment 3,394 3,227 2,645 6,621 5,132
Information / computer data services 1,193 1,117 1,016 2,310 2,042
Professional services 818 801 790 1,619 1,705
Advertising 1,512 1,351 1,341 2,863 2,449
Miscellaneous 3,373
3,055
2,611
6,428
5,287
Total other operating expense 22,800
21,303
19,536
44,103
38,364
Income before provision for income taxes 7,238 6,720 6,539 13,958 12,786
PROVISION FOR INCOME TAXES 2,222
2,013
1,991
4,235
3,875
NET INCOME $ 5,016 $ 4,707 $ 4,548 $ 9,723 $ 8,911
 
Earnings per share
Basic $ 0.43 $ 0.41 $ 0.41 $ 0.85 $ 0.80
Diluted $ 0.42 $ 0.39 $ 0.39 $ 0.82 $ 0.76
Cumulative dividends declared per common share $ 0.17 $ 0.17 $ 0.16 $ 0.34 $ 0.32
 
Weighted average shares outstanding
Basic 11,531,987 11,470,028 11,140,502 11,501,178 11,095,844
Diluted 11,895,158 11,920,812 11,720,499 11,907,919 11,685,980
Shares repurchased during the period 67,522 8,028 11,953 75,550 19,682


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BANR - Second Quarter Results
July 28, 2005
Page 5


FINANCIAL CONDITION
(In thousands except share and per share data) Jun 30, 2005
Mar 31, 2005
Jun 30, 2004
Dec 31, 2004
ASSETS
Cash and due from banks $ 82,266 $ 57,994 $ 53,699 $ 51,767
Securities available for sale 526,629 540,706 600,048 547,835
Securities held to maturity 50,801 50,515 51,211 49,914
Federal Home Loan Bank stock 35,844 35,844 35,387 35,698
 
Loans receivable:
Held for sale 5,837 3,217 5,887 2,145
Held for portfolio 2,308,808 2,158,620 1,903,532 2,090,703
Allowance for loan losses (29,788)
(29,736)
(28,037)
(29,610)
2,284,857 2,132,101 1,881,382 2,063,238
 
Accrued interest receivable 17,015 15,982 14,341 15,097
Real estate owned held for sale, net 1,290 1,034 3,564 1,485
Property and equipment, net 45,091 42,261 32,815 39,315
Goodwill and other intangibles, net 36,325 36,347 36,441 36,369
Deferred income tax asset, net 6,612 7,964 7,024 5,888
Bank-owned life insurance 36,154 35,773 34,529 35,371
Other assets 15,573
16,261
9,629
15,090
$ 3,138,457 $ 2,972,782 $ 2,760,070 $ 2,897,067
 
LIABILITIES
Deposits:
Non-interest-bearing $ 302,266 $ 257,437 $ 209,704 $ 234,761
Interest-bearing 1,872,649
1,737,093
1,622,889
1,691,148
2,174,915 1,994,530 1,832,593 1,925,909
Borrowings:
Advances from Federal Home Loan Bank 566,458 594,958 555,058 583,558
Junior subordinated debentures 72,168 72,168 72,168 72,168
Other borrowings 65,905
63,263
72,539
68,116
704,531 730,389 699,765 723,842
Accrued expenses and other liabilities 27,511 25,294 17,911 25,027
Deferred compensation 4,597 5,531 4,739 5,208
Income taxes payable 6,185
3,375
2,768
1,861
2,917,739 2,759,119 2,557,776 2,681,847
 
STOCKHOLDERS' EQUITY
Common stock 128,210 127,829 125,438 127,460
Retained earnings 98,124 95,082 85,494 92,327
Accumulated other comprehensive income ( loss ) (1,952) (5,613) (4,461) (888)
Unearned shares of common stock issued to Employee Stock
    Ownership Plan ( ESOP ) trust: at cost

(3,096)

(3,096)

(3,628)

(3,096)
Net carrying value of stock related deferred compensation plans (568)
(539)
(549)
(583)
220,718
213,663
202,294
215,220
$ 3,138,457 $ 2,972,782 $ 2,760,070 $ 2,897,067
 
Shares Issued:
Shares outstanding at end of period 11,991,074 11,890,541 11,630,434 11,856,889
Less unearned ESOP shares at end of period 374,595
374,595
438,985
374,595
Shares outstanding at end of period excluding unearned ESOP shares 11,616,479 11,515,946 11,191,449 11,482,294
Book value per share (1) $ 19.00 $ 18.55 $ 18.08 $ 18.74
Tangible book value per share (1) $ 15.87 $ 15.40 $ 14.82 $ 15.58
Consolidated Tier 1 leverage capital ratio 8.55% 8.72% 8.86% 8.93%
(1) - Calculation is based on number of shares outstanding at the end of the period rather than weighted average shares
      outstanding and excludes unallocated shares in the employee stock ownership plan ( ESOP ).

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BANR - Second Quarter Results
July 28, 2005
Page 6


ADDITIONAL FINANCIAL INFORMATION
( Dollars in thousands )
   
LOANS ( including loans held for sale ) : Jun 30, 2005 Mar 31, 2005 Jun 30, 2004 Dec 31, 2004
Commercial real estate $ 562,240 $ 559,195 $ 506,411 $ 547,574
Multifamily real estate 119,668 113,205 104,936 107,745
Construction and land 631,557 554,560 433,611 506,137
Commercial business 436,428 406,948 340,493 395,249
Agricultural business including secured by farmland 149,651 130,776 160,920 148,343
One- to four-family real estate 337,157 316,345 287,990 307,986
Consumer 77,944
80,808
75,058
79,814
Total loans outstanding $ 2,314,645 $ 2,161,837 $ 1,909,419 $ 2,092,848
 
NON-PERFORMING ASSETS: Jun 30, 2005 Mar 31, 2005 Jun 30, 2004 Dec 31, 2004
Loans on non-accrual status $ 15,859 $ 17,718 $ 24,118 $ 15,416
Loans more than 90 days delinquent, still on accrual 110
108
1,139
472
Total non-performing loans 15,969 17,826 25,257 15,888
Real estate owned ( REO ) / Repossessed assets 1,290
1,072
3,613
1,559
Total non-performing assets $ 17,259 $ 18,898 $ 28,870 $ 17,447
 
Total non-performing assets / Total assets 0.55% 0.64% 1.05% 0.60%
 
Quarters Ended
6 Months Ended
CHANGE IN THE
ALLOWANCE FOR LOAN LOSSES:
Jun 30, 2005 Mar 31, 2005 Jun 30, 2004 Jun 30, 2005 Jun 30, 2004
Balance, beginning of period $ 29,736 $ 29,610 $ 26,885 $ 29,610 $ 26,060
 
Provision 1,300 1,203 1,450 2,503 2,900
 
Recoveries of loans previously charged off 219 373 285 592 436
Loans charged-off (1,467)
(1,450)
(583)
(2,917)
(1,359)
Net ( charge-offs ) recoveries (1,248)
(1,077)
(298)
(2,325)
(923)
 
Balance, end of period $ 29,788 $ 29,736 $ 28,037 $ 29,788 $ 28,037
 
Net charge-offs / Average loans outstanding 0.06% 0.05% 0.02% 0.11% 0.05%
Allowance for loan losses/Total loans outstanding 1.29% 1.38% 1.47% 1.29% 1.47%
 

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BANR - Second Quarter Results
July 28, 2005
Page 7


ADDITIONAL FINANCIAL INFORMATION
( Dollars in thousands )
( Rates / Ratios Annualized )
Quarters Ended
6 Months Ended
OPERATING PERFORMANCE: Jun 30, 2005
Mar 31, 2005
Jun 30, 2004
Jun 30, 2005
Jun 30, 2004
Average loans $ 2,224,089 $ 2,125,833 $ 1,858,449 $ 2,175,233 $ 1,804,723
Average securities and deposits 630,141 633,420 721,778 631,771 718,912
Average non-interest-earning assets 175,689
169,633
149,293
172,678
156,365
Total average assets $ 3,029,919 $ 2,928,886 $ 2,729,520 $ 2,979,682 $ 2,680,000
 
Average deposits $ 2,069,062 $ 1,960,545 $ 1,776,837 $ 2,015,104 $ 1,723,673
Average borrowings 708,660 719,544 725,047 714,072 728,918
Average non-interest-earning liabilities 32,393
29,163
20,468
30,787
19,968
Total average liabilities 2,810,115 2,709,252 2,522,352 2,759,963 2,472,559
 
Total average stockholders' equity 219,804
219,634
207,168
219,719
207,441
Total average liabilities and equity $ 3,029,919 $ 2,928,886 $ 2,729,520 $ 2,979,682 $ 2,680,000
 
Interest rate yield on loans 7.19% 6.89% 6.56% 7.04% 6.61%
Interest rate yield on securities and deposits 4.16%
4.18%
4.20%
4.17%
4.24%
Interest rate yield on interest-earning assets 6.52%
6.27%
5.90%
6.40%
5.93%
 
Interest rate expense on deposits 2.35% 2.15% 1.90% 2.26% 1.90%
Interest rate expense on borrowings 4.25%
3.95%
3.34%
4.10%
3.33%
Interest rate expense on interest-bearing liabilities 2.84%
2.64%
2.32%
2.74%
2.32%
 
Interest rate spread 3.68% 3.63% 3.58% 3.66% 3.61%
 
Net interest margin 3.75% 3.71% 3.65% 3.73% 3.67%
 
Other operating income / Average assets 0.61% 0.55% 0.61% 0.58% 0.60%
 
Other operating expense / Average assets 3.02% 2.95% 2.88% 2.98% 2.88%
 
Efficiency ratio ( other operating expense / revenue ) 72.76% 72.89% 70.98% 72.82% 70.98%
 
Return on average assets 0.66% 0.65% 0.67% 0.66% 0.67%
 
Return on average equity 9.15% 8.69% 8.83% 8.92% 8.64%
 
Average equity / Average assets 7.25% 7.50% 7.59% 7.37% 7.74%


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Transmitted on Business Wire on Thursday, July 28, 2005, at 3:30 a.m. PDT.