The SEC's Final Rule 33-10890, Management's Discussion and Analysis, Selected
Financial Data and Supplementary Financial Information, amends certain
disclosure requirements of Regulation S-K and must be applied in a registrant's
first fiscal year ending on or after August 9, 2021. The amendments to Item 303
of Regulation S-K allow registrants to compare the results of the most recently
completed quarter to the results of either the immediately preceding quarter or
the corresponding quarter of the preceding year. Since we are a financial
institution, we believe we are not as highly subject to seasonal fluctuations as
other businesses and industries. Therefore, we have elected to adopt this rule
change, as management believes that comparing current quarter results to those
of the immediately preceding quarter is more useful in identifying current
business trends and provides a more meaningful analysis to our investors.
Accordingly, we have compared the results of operations for the three months
ended June 30, 2022 and March 31, 2022, and, as required, we continue to compare
our year-to-date results to the corresponding year-to-date results of the
preceding year.

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Executive Overview



We are a bank holding company incorporated in the State of Washington which owns
one subsidiary bank, Banner Bank. Banner Bank is a Washington-chartered
commercial bank that conducts business from its main office in Walla Walla,
Washington and, as of June 30, 2022, it had 137 full service branch offices and
18 loan production offices located in Washington, Oregon, California, Idaho and
Utah. Banner Corporation is subject to regulation by the Federal Reserve. Banner
Bank is subject to regulation by the Washington DFI and the FDIC. As of June 30,
2022, we had total consolidated assets of $16.39 billion, total loans of $9.46
billion, total deposits of $14.21 billion and total shareholders' equity of
$1.49 billion.

Banner Bank is a regional bank which offers a wide variety of commercial banking
services and financial products to individuals, businesses and public sector
entities in its primary market areas. The Bank's primary business is that of
traditional banking institutions, accepting deposits and originating loans in
locations surrounding their offices in Washington, Oregon, California and
Idaho. Banner Bank is also an active participant in secondary loan markets,
engaging in mortgage banking operations largely through the origination and sale
of one- to four-family and multifamily residential loans. Lending activities
include commercial business and commercial real estate loans, agriculture
business loans, construction and land development loans, one- to four-family and
multifamily residential loans, SBA loans and consumer loans.

Banner Corporation's successful execution of its super community bank model and
strategic initiatives have delivered solid core operating results and
profitability over the last several years. Banner's longer term strategic
initiatives continue to focus on originating high quality assets and client
acquisition, which we believe will continue to generate strong revenue while
maintaining the Company's moderate risk profile.

For the quarter ended June 30, 2022, our net income was $48.0 million, or $1.39
per diluted share, compared to $44.0 million, or $1.27 per diluted share, for
the preceding quarter. The current quarter was positively impacted by the gain
recognized on the branch sale completed during the quarter and increased
interest income due to increased average yields on total interest-earning
assets, partially offset by decreased mortgage banking income and the provision
for credit losses.

Our adjusted earnings (a non-GAAP financial measure), which excludes net gain or
loss on sales of securities, changes in the valuation of financial instruments
carried at fair value, merger and acquisition-related expenses, COVID-19
expenses, Banner Forward expenses, loss on extinguishment of debt, the gain on
sale of branches and related tax expenses or benefits, were $43.2 million, or
$1.25 per diluted share, for the quarter ended June 30, 2022, compared to $46.1
million, or $1.33 per diluted share, for the preceding quarter.

During the third quarter of 2021 we began implementing Banner Forward, a
bank-wide initiative to drive revenue growth and reduce operating expense.
Banner Forward is focused on accelerating growth in commercial banking,
deepening relationships with retail clients, and advancing technology strategies
to enhance our digital service channels, while streamlining underwriting and
back office processes. The remaining efficiency-related initiatives associated
with Banner Forward are anticipated to be implemented sequentially over the
third quarter with implementation of the revenue initiatives ramping up in the
second half of the year and into 2023. We expect full implementation by the end
of next year. During the second quarter of 2022, we incurred expenses of $1.6
million related to Banner Forward.

Our operating results depend primarily on our net interest income, which is the
difference between interest income on interest-earning assets, consisting
primarily of loans and investment securities, and interest expense on
interest-bearing liabilities, composed primarily of client deposits, FHLB
advances, other borrowings, subordinated notes, and junior subordinated
debentures. Net interest income is primarily a function of our interest rate
spread, which is the difference between the yield earned on interest-earning
assets and the rate paid on interest-bearing liabilities, as well as a function
of the average balances of interest-earning assets, interest-bearing liabilities
and non-interest-bearing funding sources including non-interest-bearing
deposits. Our net interest income increased $10.4 million, or 9% to $129.0
million, compared to $118.7 million in the preceding quarter. The increased net
interest income during the quarter compared to the preceding quarter was
primarily due to the increase in market interest rates resulting in an increase
in yields on interest-earning assets, as well as loan balances making up a
higher percentage of interest-earning assets and decreases in the cost of
funding liabilities, partially offset by the decline in the recognition of
deferred loan fee income due to loan repayments from SBA PPP loan forgiveness
and a decrease in average interest-earning assets.

Our net income is also affected by the level of our non-interest income,
including deposit fees and other service charges, results of mortgage banking
operations, which includes gains and losses on the sale of loans and servicing
fees, gains and losses on the sale of securities, as well as our non-interest
expenses and provisions for credit losses and income taxes. In addition, our net
income is affected by the net change in the value of certain financial
instruments carried at fair value.

Our total revenues (net interest income plus total non-interest income) for the
second quarter of 2022 increased 13% to $156.2 million, compared to $138.1
million in the preceding quarter, primarily due to the increase in net interest
income and the gain recognized on the branch sale, partially offset by lower
income from mortgage banking operations.  Our total non-interest income, which
is a component of total revenue and includes the net gain on sale of securities
and changes in the value of financial instruments carried at fair value, was
$27.2 million for the quarter ended June 30, 2022, compared to $19.4 million in
the preceding quarter, primarily due to the $7.8 million gain recognized on the
branch sale completed during the quarter.

Non-interest expense was $92.1 million in the second quarter of 2022, compared
to $91.2 million in the preceding quarter. Our non-interest expense increased in
the second quarter of 2022, compared to the preceding quarter, largely as a
result of increased salary and employee benefits, primarily due to normal salary
and wage adjustments, payment and card processing services expenses and
professional and legal
                                       54
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expenses, partially offset by increased capitalized loan origination costs, primarily due to increased loan production, and decreases in loss on extinguishment of debt and information/computer data services expense.



We recorded a $4.5 million provision for credit losses in the quarter ended
June 30, 2022, compared to a $7.0 million recapture of provision for credit
losses in the prior quarter. The provision for credit losses for the current
quarter primarily reflects loan growth and, to a lesser extent, a deterioration
in forecasted economic conditions. The allowance for credit losses - loans at
June 30, 2022 was $128.7 million, representing 688% of non-performing loans,
compared to $132.1 million, or 578% of non-performing loans at December 31,
2021. In addition to the allowance for credit losses - loans, Banner maintains
an allowance for credit losses - unfunded loan commitments which was $14.2
million at June 30, 2022, compared to $12.4 million at December 31, 2021.
Non-performing loans were $18.7 million at June 30, 2022, compared to $22.8
million at December 31, 2021 and $30.8 million a year earlier. (See Note 4,
Loans Receivable and the Allowance for Credit Losses, as well as "Asset Quality"
below in this Form 10-Q.)

*Non-GAAP financial measures: Net income, revenues and other earnings and
expense information excluding fair value adjustments, net gains or losses on the
sale of securities, gain on sale of branches, merger and acquisition-related
expenses, loss on extinguishment of debt, COVID-19 expenses, Banner Forward
expenses, amortization of CDI, REO operations, state/municipal tax expense and
the related tax benefit, are non-GAAP financial measures. Management has
presented these and other non-GAAP financial measures in this discussion and
analysis because it believes that they provide useful and comparative
information to assess trends in our core operations and to facilitate the
comparison of our performance with the performance of our peers. However, these
non-GAAP financial measures are supplemental and are not a substitute for any
analysis based on GAAP. Where applicable, we have also presented comparable
earnings information using GAAP financial measures. For a reconciliation of
these non-GAAP financial measures, see the tables below. Because not all
companies use the same calculations, our presentation may not be comparable to
other similarly titled measures as calculated by other companies. See
"Comparison of Results of Operations for the Three Months Ended June 30, 2022
and March 31, 2022 and the Six Months Ended June 30, 2022 and 2021" for more
detailed information about our financial performance.

The following tables set forth reconciliations of non-GAAP financial measures discussed in this report (dollars in thousands except per share data):



                                                                                           For the Six Months
                                                                                                  Ended
                                                           Quarters Ended                       June 30,
                                                 Jun 30, 2022           Mar 31, 2022                   2022               2021
ADJUSTED REVENUE
Net interest income (GAAP)                     $     129,011          $     118,654                $ 247,665          $ 245,215
Non-interest income (GAAP)                            27,173                 19,427                   46,600             46,608
Total revenue (GAAP)                                 156,184                138,081                  294,265            291,823
Exclude net gain on sale of securities                   (32)                  (435)                    (467)              (562)

Exclude change in valuation of financial
instruments carried at fair value                        (69)                   (49)                    (118)              (117)

Exclude gain on sale of branches                      (7,804)                     -                   (7,804)                 -
Adjusted Revenue (non-GAAP)                    $     148,279          $     137,597                $ 285,876          $ 291,144



                                       55

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                                                                                                  For the Six Months
                                                                                                        Ended
                                                                  Quarters Ended                       June 30,
                                                        Jun 30, 2022           Mar 31, 2022                  2022               2021
ADJUSTED EARNINGS
Net income (GAAP)                                     $      47,965          $      43,963                $ 91,928          $ 101,237
Exclude net gain on sale of securities                          (32)                  (435)                   (467)              (562)
Exclude net change in valuation of financial
instruments carried at fair value                               (69)                   (49)                   (118)              (117)
Exclude merger and acquisition-related expenses                   -                      -                       -                650
Exclude COVID-19 expenses                                         -                      -                       -                265
Exclude gain on sale of branches                             (7,804)                     -                  (7,804)                 -
Exclude Banner Forward expenses                               1,579                  2,465                   4,044              2,855
Exclude loss on extinguishment of debt                            -                    793                     793                  -
Exclude related net tax expense (benefit)                     1,518                   (666)                    852               (742)
Total adjusted earnings (non-GAAP)                    $      43,157          $      46,071                $ 89,228          $ 103,586
Diluted earnings per share (GAAP)                     $        1.39          $        1.27                $   2.66          $    2.88

Diluted adjusted earnings per share (non-GAAP) $ 1.25

 $        1.33                $   2.58          $    2.95


                                                                                               For the Six Months
                                                                                                      Ended
                                                                Quarters Ended                      June 30,
                                                      Jun 30, 2022          Mar 31, 2022                   2022               2021
ADJUSTED EFFICIENCY RATIO
Non-interest expense (GAAP)                          $     92,053          $     91,195                $ 183,248          $ 186,151
Exclude merger and acquisition-related expenses                 -                     -                        -               (650)
Exclude COVID-19 expenses                                       -                     -                        -               (265)
Exclude Banner Forward expenses                            (1,579)               (2,465)                  (4,044)            (2,855)
Exclude CDI amortization                                   (1,425)               (1,424)                  (2,849)            (3,422)
Exclude state/municipal tax expense                        (1,004)               (1,162)                  (2,166)            (2,148)
Exclude REO operations                                        121                    79                      200                124
Exclude loss on extinguishment of debt                          -                  (793)                    (793)                 -
Adjusted non-interest expense (non-GAAP)             $     88,166          $     85,430                $ 173,596          $ 176,935

Net interest income (GAAP)                           $    129,011          $    118,654                $ 247,665          $ 245,215
Non-interest income (GAAP)                                 27,173                19,427                   46,600             46,608
Total revenue (GAAP)                                      156,184               138,081                  294,265            291,823
Exclude net gain on sale of securities                        (32)                 (435)                    (467)              (562)
Exclude net change in valuation of financial
instruments carried at fair value                             (69)                  (49)                    (118)              (117)
Exclude gain on sale of branches                           (7,804)                    -                   (7,804)                 -
Adjusted revenue (non-GAAP)                          $    148,279          $    137,597                $ 285,876          $ 291,144

Efficiency ratio (GAAP)                                     58.94  %              66.04  %                 62.27  %           63.79  %
Adjusted efficiency ratio (non-GAAP)                        59.46  %              62.09  %                 60.72  %           60.77  %





                                       56

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The ratio of tangible common shareholders' equity to tangible assets is also a
non-GAAP financial measure. We calculate tangible common equity by excluding
goodwill and other intangible assets from shareholders' equity. We calculate
tangible assets by excluding the balance of goodwill and other intangible assets
from total assets. We believe that this is consistent with the treatment by our
bank regulatory agencies, which exclude goodwill and other intangible assets
from the calculation of risk-based capital ratios. Management believes that this
non-GAAP financial measure provides information to investors that is useful in
understanding the basis of our capital position (dollars in thousands except per
share data).

TANGIBLE COMMON SHAREHOLDERS' EQUITY TO TANGIBLE
ASSETS                                            June 30, 2022         December 31, 2021          June 30, 2021
Shareholders' equity (GAAP)                      $  1,485,830          $    

1,690,327 $ 1,669,211


  Exclude goodwill and other intangible assets,
net                                                   384,991                    387,976               391,125

Tangible common shareholders' equity (non-GAAP) $ 1,100,839 $

    1,302,351          $  1,278,086
Total assets (GAAP)                              $ 16,385,197          $    

16,804,872 $ 16,181,857


  Exclude goodwill and other intangible assets,
net                                                   384,991                    387,976               391,125
Total tangible assets (non-GAAP)                 $ 16,000,206          $      16,416,896          $ 15,790,732
Common shareholders' equity to total assets
(GAAP)                                                   9.07  %                   10.06  %              10.32  %
Tangible common shareholders' equity to tangible
assets (non-GAAP)                                        6.88  %                    7.93  %               8.09  %

TANGIBLE COMMON SHAREHOLDERS' EQUITY PER SHARE
Tangible common shareholders' equity (non-GAAP)  $  1,100,839          $       1,302,351          $  1,278,086
Common shares outstanding at end of period         34,191,330                 34,252,632            34,550,888
Common shareholders' equity (book value) per
share (GAAP)                                     $      43.46          $           49.35          $      48.31
Tangible common shareholders' equity (tangible
book value) per share (non-GAAP)                 $      32.20          $    

38.02 $ 36.99





Management's Discussion and Analysis of Financial Condition and Results of
Operations is intended to assist in understanding our financial condition and
results of operations. The information contained in this section should be read
in conjunction with the Consolidated Financial Statements and accompanying
Selected Notes to the Consolidated Financial Statements contained in Item 1 of
this Form 10-Q.

Summary of Critical Accounting Policies and Estimates



Various elements of our accounting policies, by their nature, are inherently
subject to estimation techniques, valuation assumptions and other subjective
assessments. In particular, management has identified certain accounting
policies that, due to the judgments, estimates and assumptions inherent in those
policies, are critical to an understanding of our financial
statements. Management believes the judgments, estimates and assumptions used in
the preparation of the financial statements are appropriate based on the factual
circumstances at the time. However, given the sensitivity of the financial
statements to these critical accounting policies, the use of other judgments,
estimates and assumptions could result in material differences in our results of
operations or financial condition. Further, subsequent changes in economic or
market conditions could have a material impact on these estimates and our
financial condition and operating results in future periods. There have been no
significant changes in our application of accounting policies since December 31,
2021. For additional information concerning critical accounting policies, see
the Selected Notes to the Consolidated Financial Statements and the following:

Provision and Allowance for Credit Losses - Loans: (Note 4) The methodology for
determining the allowance for credit losses - loans is considered a critical
accounting policy by management because of the high degree of judgment involved,
the subjectivity of the assumptions used, and the potential for changes in the
economic environment that could result in changes to the amount of the recorded
allowance for credit losses. Among the material estimates required to establish
the allowance for credit losses - loans are: a reasonable and supportable
forecast; a reasonable and supportable forecast period and the reversion period;
value of collateral; strength of guarantors; the amount and timing of future
cash flows for loans individually evaluated; and determination of the
qualitative loss factors. All of these estimates are susceptible to significant
change. The allowance for credit losses - loans is a valuation account that is
deducted from the amortized cost basis of loans to present the net amount
expected to be collected on the loans. The Bank has elected to exclude accrued
interest receivable from the amortized cost basis in their estimate of the
allowance for credit losses. The provision for credit losses reflects the amount
required to maintain the allowance for credit losses at an appropriate level
based upon management's evaluation of the adequacy of collective and individual
loss reserves. The Company has established systematic methodologies for the
determination of the adequacy of the Company's allowance for credit losses. The
methodologies are set forth in a formal policy and take into consideration the
need for a valuation allowance for loans evaluated on a collective (pool) basis
which have similar risk characteristics as well as allowances that are tied to
individual loans that do not share risk characteristics. The Company increases
its allowance for credit losses by charging provisions for credit losses on its
Consolidated Statement of Operations. Losses related to specific assets are
applied as a reduction of the carrying value of the assets and
                                       57
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charged against the allowance for credit loss reserve when management believes
the uncollectibility of a loan balance is confirmed. Recoveries on previously
charged off loans are credited to the allowance for credit losses.

Management estimates the allowance for credit losses - loans using relevant
information, from internal and external sources, relating to past events,
current conditions, and reasonable and supportable forecasts. The allowance for
credit losses - loans is maintained at a level sufficient to provide for
expected credit losses over the life of the loan based on evaluating historical
credit loss experience and making adjustments to historical loss information for
differences in the specific risk characteristics in the current loan
portfolio. These factors include, among others, changes in the size and
composition of the loan portfolio, differences in underwriting standards,
delinquency rates, actual loss experience and current economic conditions.

The allowance for credit losses - loans is measured on a collective (pool) basis
when similar risk characteristics exist. In estimating the component of the
allowance for credit losses for loans that share common risk characteristics,
loans are pooled based on loan type and areas of risk concentration. For loans
evaluated collectively, the allowance for credit losses - loans is calculated
using life of loan historical losses adjusted for economic forecasts and current
conditions.

For commercial real estate, multifamily real estate, construction and land,
commercial business and agricultural loans with risk rating segmentation,
historical credit loss assumptions are estimated using a model that categorizes
loan pools based on loan type and risk rating. For one- to four- family
residential loans, consumer loans, home equity lines of credit, small business
loans, and small balance commercial real estate loans, historical credit loss
assumptions are estimated using a model that categorizes loan pools based on
loan type and delinquency status. These models calculate an expected
life-of-loan loss percentage for each loan category by calculating the
probability of default, based on the migration of loans from performing to loss
by risk rating or delinquency categories using historical life-of-loan analysis
and the severity of loss, based on the aggregate net lifetime losses incurred
for each loan pool. For credit cards, historical credit loss assumptions are
estimated using a model that calculates an expected life-of-loan loss percentage
for each loan category by considering the historical cumulative losses based on
the aggregate net lifetime losses incurred for each loan pool. The model
captures historical loss data commencing with the first quarter of 2008. For
loans evaluated collectively, management uses economic indicators to adjust the
historical loss rates so that they better reflect management's expectations of
future conditions over the remaining lives of the loans in the portfolio based
on reasonable and supportable forecasts. These economic indicators are selected
based on correlation to the Company's historical credit loss experience and are
evaluated for each loan category. The economic indicators evaluated include the
unemployment rate, gross domestic product, real estate price indices and growth,
industrial employment, corporate profits, the household consumer debt service
ratio, the household mortgage debt service ratio, and single family median home
price growth. Management considers various economic scenarios and forecasts when
evaluating the economic indicators and probability weights the various scenarios
to arrive at the forecast that most reflects management's expectations of future
conditions. The selection of a more optimistic or pessimistic economic forecast
would result in a lower or higher allowance for credit losses. The use of a
protracted slump economic forecast would have increased the allowance for credit
losses - loans by approximately 8% as of June 30, 2022, where the use of a
stronger near-term growth economic forecast would result in a negligible
decrease in the allowance for credit losses - loans as of June 30, 2022. The
allowance for credit losses - loans is then adjusted for the period in which
those forecasts are considered to be reasonable and supportable. To the extent
the lives of the loans in the portfolio extend beyond the period for which a
reasonable and supportable forecast can be made, the adjustments discontinue to
be applied so that the model reverts back to the historical loss rates using a
straight line reversion method. Management selected a reasonable and supportable
forecast period of 12 months with a reversion period of 12 months. Both the
reasonable and supportable forecast period and the reversion period are
periodically reviewed by management.

Further, for loans evaluated collectively, management also considers qualitative
and environmental (QE) factors for each loan category to adjust for differences
between the historical periods used to calculate historical loss rates and
expected conditions over the remaining lives of the loans in the portfolio. In
determining the aggregate adjustment needed management considers the financial
condition of the borrowers, the nature and volume of the loans, the remaining
terms and the extent of prepayments on the loans, the volume and severity of
past due and classified loans as well as the value of the underlying collateral
on loans in which the collateral dependent practical expedient has not been
used. Management also considers the Company's lending policies, the quality of
the Company's credit review system, the quality of the Company's management and
lending staff, and the regulatory and economic environments in the areas in
which the Company's lending activities are concentrated. Management uses a scale
to assign QE factor adjustments based on the level of estimated impact which
requires a significant amount of judgment. Generally, adjustments to QE factors
are made in five basis-point increments. Some QE factors impact all loan
segments equally while others may impact some loan segments more or less than
others. If management's judgment were different for a QE factor that impacts all
loan segments equally, a five basis-point change in this QE factor would
increase or decrease the allowance for credit losses by 3.6% as of June 30,
2022.

Fair Value Accounting and Measurement: (Note 8) We use fair value measurements
to record fair value adjustments to certain financial assets and liabilities. A
hierarchical disclosure framework associated with the level of pricing
observability is utilized in measuring financial instruments at fair value. The
degree of judgment utilized in measuring the fair value of financial instruments
generally correlates to the level of pricing observability. Financial
instruments with readily available active quoted prices or for which fair value
can be measured from actively quoted prices generally will have a higher degree
of pricing observability and a lesser degree of judgment utilized in measuring
fair value. Conversely, financial instruments rarely traded or not quoted will
generally have little or no pricing observability and a higher degree of
judgment utilized in measuring fair value. Determining the fair value of
financial instruments with unobservable inputs requires a significant amount of
judgment. This includes the discount rate used to fair value our trust preferred
securities and junior subordinated debentures. A 25 basis-point increase or
decrease in the discount rate used to calculate the fair value of our trust
preferred securities would result in a $758,000 decrease or increase in the
reported fair value as of June 30, 2022, with an offsetting adjustment to our
non-interest income. A 25 basis-point increase or decrease in the discount rate
used to calculate the fair value of our junior subordinated debentures would
                                       58
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result in a $1.9 million decrease or increase in the reported fair value as of June 30, 2022, with an offsetting adjustment to our accumulated other comprehensive income.

Goodwill: (Note 6) Goodwill represents the excess of the purchase consideration
paid over the fair value of the assets acquired, net of the fair values of
liabilities assumed in a business combination and is not amortized but is
reviewed annually, or more frequently as current circumstances and conditions
warrant, for impairment. An assessment of qualitative factors is completed to
determine if it is more likely than not that the fair value of a reporting unit
is less than its carrying amount. The qualitative assessment involves judgment
by management on determining whether there have been any triggering events that
have occurred which would indicate potential impairment. Such trigger events
considered by management could include: a) macroeconomic conditions such as a
deterioration in general economic conditions, limitations on accessing capital,
or other developments in equity and credit markets; b) industry and market
considerations such as a deterioration in the environment in which an entity
operates, an increased competitive environment, a decline in market-dependent
multiples or metrics (consider in both absolute terms and relative to peers), a
change in the market for an entity's products or services, or a regulatory or
political development; c) cost factors such as increases in labor, or other
costs that have a negative effect on earnings and cash flows; d) overall
financial performance such as negative or declining cash flows or a decline in
actual or planned revenue or earnings compared with actual and projected results
of relevant prior periods; e) other relevant entity-specific events such as
changes in management, key personnel, strategy, or clients; or litigation; f)
events affecting a reporting unit such as a change in the composition or
carrying amount of its net assets, a more-likely-than-not expectation of selling
or disposing of all, or a portion, of a reporting unit, the testing for
recoverability of a significant asset group within a reporting unit; g) if
applicable, a sustained decrease in share price (consider in both absolute terms
and relative to peers). If the qualitative analysis concludes that further
analysis is required, then a quantitative impairment test would be completed.
The quantitative goodwill impairment test is used to identify the existence of
impairment and the amount of impairment loss and compares the reporting unit's
estimated fair values, including goodwill, to its carrying amount. If a
quantitative goodwill impairment test is required, management would engage a
third-party valuation firm to estimate the fair value of the reporting unit.
Various valuation methodologies are considered when estimating the reporting
unit's fair value. These methodologies could include a comparable transaction
approach, a control premium approach and a discounted cash flow approach, as
well as others. The specific factors used in these various valuation
methodologies that require judgment include the selection of comparable market
transactions, discount rates, earnings capitalization rates and the future
projected earnings of the reporting unit. Changes in these assumptions could
result in changes to the estimated fair value of the reporting unit. If the fair
value exceeds the carry amount, then goodwill is not considered impaired. If the
carrying amount exceeds its fair value, an impairment loss would be recognized
equal to the amount of excess, limited to the amount of total goodwill allocated
to the reporting unit. The impairment loss would be recognized as a charge to
earnings. The Company completed an assessment of qualitative factors and the
potential triggering events noted above as of June 30, 2022 and concluded that
no further analysis was required as it is more likely than not that the fair
value of Banner Bank, the reporting unit, exceeds the carrying value.

Income Taxes and Deferred Taxes: (Note 9) The Company and its wholly-owned
subsidiaries file consolidated U.S. federal income tax returns, as well as state
income tax returns in Oregon, California, Utah, Idaho and Montana. Income taxes
are accounted for using the asset and liability method. Under this method a
deferred tax asset or liability is determined based on the enacted tax rates
which are expected to be in effect when the differences between the financial
statement carrying amounts and tax basis of existing assets and liabilities are
expected to be reported in the Company's income tax returns. The effect on
deferred taxes of a change in tax rates is recognized in income in the period
that includes the enactment date. A 1% change in tax rates would result in a
$5.2 million increase or decrease in our net deferred tax asset as of June 30,
2022. We assess the appropriate tax treatment of transactions and filing
positions after considering statutes, regulations, judicial precedent and other
pertinent information and maintain tax accruals consistent with our evaluation.
Changes in the estimate of accrued taxes occur periodically due to changes in
tax rates, interpretations of tax laws, the status of examinations by the tax
authorities and newly enacted statutory, judicial and regulatory guidance that
could impact the relative merits of tax positions. These changes, when they
occur, impact accrued taxes and can materially affect our operating results. A
valuation allowance is required to be recognized if it is more likely than not
that all or a portion of our deferred tax assets will not be realized. The
evaluation pertaining to the tax expense and related deferred tax asset and
liability balances involves a high degree of judgment and subjectivity around
the measurement and resolution of these matters. This includes an evaluation of
our ability to use our net operating loss carryforwards. The ultimate
realization of the deferred tax assets is dependent upon the existence, or
generation, of taxable income in the periods when those temporary differences
and net operating loss and credit carryforwards are deductible.

Legal Contingencies: In the normal course of our business, we have various legal
proceedings and other contingent matters pending. We determine whether an
estimated loss from a contingency should be accrued by assessing whether a loss
is deemed probable and can be reasonably estimated. We assess our potential
liability by analyzing our litigation and regulatory matters using available
information. We develop our views on estimated losses in consultation with
outside counsel handling our defense in these matters, which involves an
analysis of potential results, assuming a combination of litigation and
settlement strategies. The estimated losses often involve a level of
subjectivity and usually are a range of reasonable losses and not an exact
number, in those situations we accrue the best estimate within the range or the
low end of the range if no estimate within the range is better than another.
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Comparison of Financial Condition at June 30, 2022 and December 31, 2021



General:  Total assets decreased $419.7 million, to $16.39 billion at June 30,
2022, from $16.80 billion at December 31, 2021. The decrease was largely the
result of a decrease in cash held and interest-bearing deposits, partially
offset by loan growth.
Loans and lending: Loans are our most significant and generally highest yielding
earning assets. We attempt to maintain a portfolio of loans to total deposits
ratio at a level designed to enhance our revenues, while adhering to sound
underwriting practices and appropriate diversification guidelines in order to
maintain a moderate risk profile. Our loan to deposit ratio typically ranges
from 90% to 95%. Our loan to deposit ratio at June 30, 2022 was 67%, which
reflects the unprecedented level of market liquidity and decrease in business
activity due to the impacts of the COVID-19 pandemic. We expect our loan to
deposit ratio to remain below historical levels for the foreseeable future. We
offer a wide range of loan products to meet the demands of our clients. Our
lending activities are primarily directed toward the origination of real estate
and commercial loans. Total loans receivable increased $372.1 million during the
six months ended June 30, 2022, primarily reflecting increased one-to-four
family residential, commercial business, multifamily real estate, commercial
construction, one- to four-family construction, land and land development,
agricultural business, and consumer loan balances, partially offset by decreased
commercial real estate and multifamily construction loan balances. Excluding SBA
PPP loans, total loans receivable increased $475.0 million during the six months
ended June 30, 2022. At June 30, 2022, our loans receivable totaled $9.46
billion compared to $9.08 billion at December 31, 2021 and $9.65 billion at
June 30, 2021.

During the first quarter of 2022, the Company changed the segmentation of its
Small Balance CRE loan category based on the common risk characteristics used to
measure the allowance for credit losses. The presentation of loans receivable at
December 31, 2021 and June 30, 2021 has been revised to match the segmentation
used in the current period presentation. The following table sets forth the
composition of the Company's loans receivable by type of loan as of the dates
indicated (dollars in thousands):

                                                                                                                        Percentage Change
                                           Jun 30, 2022          Dec 31, 2021          Jun 30, 2021          Prior Year End             Prior Year
Commercial real estate:
Owner-occupied                            $    845,184          $    831,623          $    780,558                     1.6  %                   8.3  %
Investment properties                        1,628,105            

1,674,027             1,633,481                    (2.7)                    (0.3)
Small balance CRE                            1,191,903             1,281,863             1,294,879                    (7.0)                    (8.0)
Multifamily real estate                        575,183               530,885               468,970                     8.3                     

22.6


Construction, land and land development:
Commercial construction                        193,984               167,998               181,316                    15.5                      7.0
Multifamily construction                       256,952               259,116               295,661                    (0.8)                   (13.1)
One- to four-family construction               625,488               568,753               603,895                    10.0                      3.6
Land and land development                      320,041               313,454               290,404                     2.1                     10.2
Commercial business:
Commercial business                          1,176,287             1,038,206             1,123,026                    13.3                      4.7
SBA PPP                                         30,651               132,574               807,172                   (76.9)                   (96.2)
Small business scored                          865,828               792,310               743,975                     9.3                     16.4
Agricultural business, including secured
by farmland:
Agricultural business, including secured
by farmland                                    283,059               279,224               240,933                     1.4                     17.5
SBA PPP                                            356                 1,354                17,962                   (73.7)                   (98.0)
One- to four-family residential                868,175               657,474               611,227                    32.0                     

42.0

Consumer:


Consumer-home equity revolving lines of
credit                                         506,524               458,533               458,915                    10.5                     10.4
Consumer-other                                  89,109                97,369               101,807                    (8.5)                   (12.5)
Total loans receivable                    $  9,456,829          $  9,084,763          $  9,654,181                     4.1  %                  (2.0) %



Our commercial real estate loans for owner-occupied, investment properties, and
small balance CRE totaled $3.67 billion, or 39% of our loan portfolio at
June 30, 2022. In addition, multifamily residential real estate loans totaled
$575.2 million and comprised 6% of our loan portfolio. Commercial real estate
loans decreased by $122.3 million during the first six months of 2022 while
multifamily real estate loans increased by $44.3 million.

We also originate commercial, multifamily, and one- to four-family construction,
land and land development loans, which totaled $1.40 billion, or 15% of our loan
portfolio at June 30, 2022, compared to $1.31 billion at December 31, 2021 and
$1.37 billion June 30, 2021. One- to four-family construction balances increased
$56.7 million, or 10%, to $625.5 million at June 30, 2022 compared to $568.8
million at
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December 31, 2021 and increased $21.6 million, or 4%, compared to $603.9 million
at June 30, 2021. One- to four-family construction loans represented
approximately 7% of our total loan portfolio at June 30, 2022, and includes both
speculative construction and one- to four-family all-in-one construction loans
made to owner occupants that convert to permanent loans upon completion of the
homes and subsequently are often sold into the secondary market.

Our commercial business lending is directed toward meeting the credit and
related deposit needs of various small- to medium-sized business and
agribusiness borrowers operating in our primary market areas.  Our commercial
business lending, to a lesser extent, includes participation in certain
syndicated loans, including shared national credits, which totaled
$201.8 million at June 30, 2022. Our commercial and agricultural business loans
increased $112.5 million to $2.36 billion at June 30, 2022, compared to $2.24
billion at December 31, 2021, and decreased $576.9 million, or 20%, compared to
$2.93 billion at June 30, 2021. The decrease from the prior year reflects SBA
PPP loan repayments from SBA loan forgiveness. SBA PPP loans decreased 77% to
$31.0 million at June 30, 2022, compared to $133.9 million at December 31, 2021,
and decreased 96% when compared to $825.1 million at June 30, 2021. Commercial
and agricultural business loans represented approximately 25% of our portfolio
at June 30, 2022.

We are active originators of one- to four-family residential loans in most
communities where we have established offices in Washington, Oregon, California
and Idaho. Most of the one- to four-family residential loans that we originate
are typically sold in secondary markets with net gains on sales and loan
servicing fees reflected in our revenues from mortgage banking. Our one- to
four-family residential loan originations have recently been relatively strong,
despite the increases in interest rates during the current year. At June 30,
2022, our outstanding balance of one- to four-family residential loans retained
in our portfolio increased $210.7 million, to $868.2 million, compared to $657.5
million at December 31, 2021, and increased $256.9 million, or 42%, compared to
$611.2 million at June 30, 2021. The increase in one- to four-family loans from
the preceding quarter was primarily the result of a jumbo mortgage campaign
offered during the second quarter of 2022. One- to four-family residential loans
represented 9% of our loan portfolio at June 30, 2022.

Our consumer loan activity is primarily directed at meeting demand from our
existing deposit clients. At June 30, 2022, consumer loans, including home
equity revolving lines of credit, increased $39.7 million to $595.6 million,
compared to $555.9 million at December 31, 2021, and increased $34.9 million
compared to $560.7 million at June 30, 2021.

The following table shows the commitment amount for loan origination (excluding
loans held for sale) activity for the three and six months ended June 30, 2022
and June 30, 2021 (in thousands):

                                         Three Months Ended                   Six Months Ended
                                   Jun 30, 2022      Jun 30, 2021      Jun 30, 2022      Jun 30, 2021
Commercial real estate            $    121,365      $    103,415      $    208,786      $    194,632
Multifamily real estate                  2,959            45,674            24,128            58,552
Construction and land                  643,832           509,828         1,189,307           957,197
Commercial business:
Commercial business                    245,997           181,996           518,510           297,907
SBA PPP                                      -            55,990                 -           484,170
Agricultural business                   26,786            12,546            55,462            39,713
One-to four- family residential        126,963            47,086           182,784           104,817
Consumer                               193,853           131,424           315,812           218,746
Total commitment amount for loan
originations (excluding loans
held for sale)                    $  1,361,755      $  1,087,959      $  2,494,789      $  2,355,734



Loans held for sale decreased to $69.2 million at June 30, 2022, compared to
$96.5 million at December 31, 2021, as sales exceeded originations of
held-for-sale loans during the six months ended June 30, 2022. Loans held for
sale were $71.7 million at June 30, 2021. Originations of loans held for sale
decreased to $299.1 million for the six months ended June 30, 2022, compared to
$504.3 million for the same period last year, primarily due to decreased
refinance activity for one- to four-family residential mortgage loans due to the
increase in interest rates during the current year. The volume of one- to
four-family residential mortgage loans sold was $299.0 million during the six
months ended June 30, 2022, compared to $566.9 million in the same period a year
ago. During the six months ended June 30, 2022, we sold $15.8 million of
multifamily loans, compared to $191.6 million for the same period a year ago.
Loans held for sale included $57.9 million and $18.9 million of multifamily
loans and $11.3 million and $52.8 million of one- to four-family residential
mortgage loans at June 30, 2022 and 2021, respectively.

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The following table presents loans by geographic concentration at June 30, 2022, December 31, 2021 and June 30, 2021 (dollars in thousands):



                                                 Jun 30, 2022                      Dec 31, 2021          Jun 30, 2021                   Percentage Change
                                        Amount               Percentage               Amount                Amount             Prior Year End        Prior Year Qtr
Washington                          $ 4,436,092                     46.9  %       $  4,264,590          $  4,541,792                    4.0  %              (2.3) %
California                            2,227,532                     23.6             2,138,340             2,246,580                    4.2                 (0.8)
Oregon                                1,699,238                     18.0             1,652,364             1,753,285                    2.8                 (3.1)
Idaho                                   562,464                      5.9               525,141               525,610                    7.1                  7.0
Utah                                     94,508                      1.0                74,913                92,103                   26.2                  2.6
Other                                   436,995                      4.6               429,415               494,811                    1.8                (11.7)
Total loans receivable              $ 9,456,829                    100.0  %       $  9,084,763          $  9,654,181                    4.1  %              (2.0) %



Investment Securities: Our total investment securities increased $87.2 million
to $4.27 billion at June 30, 2022 from December 31, 2021. Securities purchased
exceeded sales, paydowns and maturities during the six-month period ended
June 30, 2022. During the first quarter of 2022, $458.6 million of securities
were transferred from available for sale to securities held to maturity to limit
the impact that potential future interest rates changes would have on our AOCI.
Purchases during the six months ended June 30, 2022 were primarily in
mortgage-backed securities. The average effective duration of Banner's
securities portfolio was approximately 6.5 years at June 30, 2022, compared to
4.6 years at December 31, 2021. Net fair value adjustments to the portfolio of
securities held for trading, which were included in net income, increased
$905,000 in the six months ended June 30, 2022. In addition, fair value
adjustments for securities designated as available-for-sale decreased $282.4
million for the six months ended June 30, 2022, which was included net of the
associated tax benefit of $67.8 million as a component of other comprehensive
income, and largely occurred as a result of increases in market interest rates
during the six months ended June 30, 2022. (See Note 3 of the Selected Notes to
the Consolidated Financial Statements in this Form 10-Q.) The Company held
$300.0 million of securities purchased under resell agreements at both June 30,
2022 and December 31, 2021.

Deposits: Deposits, client retail repurchase agreements and loan repayments are
the major sources of our funds for lending and other investment purposes. We
compete with other financial institutions and financial intermediaries in
attracting deposits and we generally attract deposits within our primary market
areas. Increasing core deposits (non-interest-bearing and interest-bearing
transaction and savings accounts) is a fundamental element of our business
strategy. Much of the focus of our branch strategy and current marketing efforts
have been directed toward attracting additional deposit client relationships and
balances. This effort has been particularly directed towards emphasizing core
deposit activity in non-interest-bearing and other transaction and savings
accounts. The long-term success of our deposit gathering activities is reflected
not only in the growth of core deposit balances, but also in the level of
deposit fees, service charges and other payment processing revenues compared to
prior periods.

The following table sets forth the Company's deposits by type of deposit account as of the dates indicated (dollars in thousands):



                                                                                                                       Percentage Change
                                                                                                                                      Prior Year
                                           Jun 30, 2022          Dec 31, 2021          Jun 30, 2021          Prior Year End             Quarter
Non-interest-bearing                      $  6,388,815          $  6,385,177          $  6,090,063                     0.1  %                4.9  %
Interest-bearing checking                    1,859,582             1,947,414             1,736,696                    (4.5)                  

7.1


Regular savings accounts                     2,801,177             2,784,716             2,646,302                     0.6                   

5.9


Money market accounts                        2,406,678             2,370,995             2,290,600                     1.5                   

5.1


Interest-bearing transaction & savings
accounts                                     7,067,437             7,103,125             6,673,598                    (0.5)                  5.9
Total core deposits                         13,456,252            13,488,302            12,763,661                    (0.2)                  5.4
Interest-bearing certificates                  756,312               838,631               873,047                    (9.8)                (13.4)
Total deposits                            $ 14,212,564          $ 14,326,933          $ 13,636,708                    (0.8) %                4.2  %



Total deposits were $14.21 billion at June 30, 2022, compared to $14.33 billion
at December 31, 2021 and $13.64 billion a year ago. The $114.4 million decrease
in total deposits compared to December 31, 2021 reflects a $32.1 million
decrease in core deposits and an $82.3 million decrease in certificates of
deposit. The decrease in total deposits during the first six months of 2022 was
primarily due to the sale of four branches, which included the transfer of
$178.2 million of related deposits. Non-interest-bearing account balances were
$6.39 billion at both June 30, 2022 and December 31, 2021, and increased 5%
compared to $6.09 billion a year ago. Interest-bearing transaction and savings
accounts decreased 1% to $7.07 billion at June 30, 2022, compared to $7.10
billion at December 31, 2021, and increased 6% compared to
                                       62
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$6.67 billion a year ago. Certificates of deposit decreased 10% to $756.3
million at June 30, 2022, compared to $838.6 million at December 31, 2021 and
decreased 13% compared to $873.0 million a year ago. We had no brokered deposits
at June 30, 2022 or December 31, 2021. Core deposits represented 95% and 94% of
total deposits at June 30, 2022 and December 31, 2021, respectively.

The following table presents deposits by geographic concentration at June 30, 2022, December 31, 2021 and June 30, 2021 (dollars in thousands):



                                             Jun 30, 2022                      Dec 31, 2021          Jun 30, 2021                   Percentage Change
                                                                                                                                                   Prior Year
                                   Amount                Percentage               Amount                Amount             Prior Year End           Quarter
Washington                     $  7,820,321                     55.0  %       $  7,952,376          $  7,547,591                   (1.7) %               3.6  %
Oregon                            3,123,110                     22.0             3,067,054             2,939,667                    1.8                  6.2
California                        2,520,493                     17.7             2,524,296             2,417,387                   (0.2)                 4.3
Idaho                               748,640                      5.3               783,207               732,063                   (4.4)                 2.3

Total deposits                 $ 14,212,564                    100.0  %       $ 14,326,933          $ 13,636,708                   (0.8) %               4.2  %



Borrowings: We had no FHLB advances at June 30, 2022, compared to $50.0 million
at December 31, 2021 as increased core deposits were a sufficient source of
funding. Other borrowings, consisting of retail repurchase agreements primarily
related to client cash management accounts, decreased $29.8 million, or 11%, to
$234.7 million at June 30, 2022, compared to $264.5 million at December 31,
2021. Junior subordinated debentures totaled $72.2 million at June 30, 2022
compared to $119.8 million at December 31, 2021, as Banner redeemed
$50.5 million of junior subordinated debentures during the six months ended
June 30, 2022. Subordinated notes, net of issuance costs were $98.8 million at
June 30, 2022 compared to $98.6 million at December 31, 2021.

Shareholders' Equity: Total shareholders' equity decreased $204.5 million to
$1.49 billion at June 30, 2022. The decrease in shareholders' equity is
primarily due to the $256.1 million decrease in AOCI, primarily representing the
unrealized loss and related decrease in the fair value of securities
available-for-sale, net of tax, the accrual of $30.4 million of cash dividends
to common shareholders and the repurchase of 200,000 shares of common stock at a
total cost of $11.0 million, partially offset by the $91.9 million of
year-to-date net income. During the six months ended June 30, 2022, no shares of
restricted stock were forfeited and 54,218 shares were surrendered by employees
to satisfy tax withholding obligations upon the vesting of restricted stock
grants. (See Part II, Item 2, "Unregistered Sales of Equity Securities and Use
of Proceeds" in this Form 10-Q.) Tangible common shareholders' equity, which
excludes goodwill and other intangible assets, decreased $201.5 million to $1.10
billion, or 6.88% of tangible assets at June 30, 2022, compared to $1.30
billion, or 7.93% of tangible assets at December 31, 2021. The decrease in
tangible common shareholders' equity as a percentage of tangible assets was
primarily due to the decrease in tangible common shareholders' equity primarily
due to the previously mentioned decrease in AOCI.

Comparison of Results of Operations for the Three Months Ended June 30, 2022 and March 31, 2022 and the Six Months Ended June 30, 2022 and 2021



For the quarter ended June 30, 2022, our net income was $48.0 million, or $1.39
per diluted share, compared to $44.0 million, or $1.27 per diluted share, for
the preceding quarter. For the six months ended June 30, 2022, our net income
was $91.9 million, or $2.66 per diluted share, compared to net income of $101.2
million, or $2.88 per diluted share for the same period a year earlier. Our net
income for the current quarter included a $7.8 million gain on sale of branches
and increased interest income due to increased average yields on total
interest-earning assets, partially offset by decreased mortgage banking income
and a provision for credit losses of $4.5 million. Our results for both the
quarter ended June 30, 2022 and the preceding quarter included no COVID-19
related expenses or merger and acquisition-related expenses. Our net income for
the six months ended June 30, 2022 included a $10.3 million decrease in mortgage
banking income and a decline in the recognition of deferred loan fee income due
to reduced loan repayments from SBA PPP loan forgiveness compared to the same
period a year ago, partially offset by a recapture of provision for credit
losses of $2.4 million and the previously mentioned gain recognized on sale of
branches. Our results for the six months ended June 30, 2022 included no
COVID-19 related expenses or merger and acquisition-related expenses as compared
to $265,000 of COVID-19 related expenses and $650,000 of merger and
acquisition-related expenses in the same prior year period.

An increase in the yields on loans and investment securities due to rising
interest rates during the quarter, partially offset by a decline in the
recognition of deferred loan fee income due to SBA PPP loan repayments from SBA
loan forgiveness produced increased net interest income for the quarter compared
to the preceding quarter. Growth in the balance of average interest-earning
assets and decreased funding costs, partially offset by a decline in the
recognition of deferred loan fee income due to SBA PPP loan repayments from SBA
loan forgiveness and the decline in the average yield on interest-earning
assets, produced increased net interest income for the six months ended June 30,
2022 compared to the same period a year ago. The increase in net interest income
and the gain on sale of branches, partially offset by lower income from mortgage
banking operations resulted in increased total revenue for the quarter ended
June 30, 2022, compared to the preceding quarter. Banner recorded a $4.5 million
provision for credit losses for the quarter ended June 30, 2022, compared to a
$7.0 million recapture of provision for credit losses in the prior quarter. The
provision for credit losses for the current quarter primarily reflects loan
growth and, to a lesser extent, a deterioration in forecasted economic
conditions. The recapture of provision for credit losses for the preceding
quarter primarily reflects improvement in the level of adversely classified
loans, as well as in the forecasted economic indicators utilized to estimate
credit losses. The increase in net interest income and the gain recognized on
the branch sale completed during the second quarter of 2022, partially offset by
decreased mortgage banking income resulted in revenues increasing for the six
months ended June 30, 2022, compared to the same period a year earlier. Banner
recorded a $2.4 million recapture of provision for credit losses for the six
months ended June 30, 2022, compared to a $19.5 million recapture of provision
for credit losses for the same period a year ago. The recapture of provision for
credit
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losses for the six months ended June 30, 2022 primarily reflects a decrease in adversely classified loans partially offset by growth in loan balances.



Non-interest expenses increased in the quarter ended June 30, 2022 compared to
the prior quarter and decreased during the six months ended June 30, 2022,
compared to the to the same period a year ago. The increase in non-interest
expense for the current quarter compared to the prior quarter reflects increased
salary and employee benefits expenses, primarily due to normal salary and wage
adjustments, payment and card processing services expenses and professional
services expenses, partially offset by increased capitalized loan origination
costs, primarily due to increased loan production, and decreases in loss on
extinguishment of debt and information/computer data services expense. During
the prior quarter, Banner recorded a $793,000 loss on extinguishment of debt as
a result of the redemption of $50.5 million of junior subordinated debentures.
The year-over-year decrease in non-interest expense primarily reflects decreases
in salary and employee benefits expenses, primarily due to a reduction in
staffing, professional and legal expenses, primarily due to a reduction in
consultant expense, and advertising and marketing expenses. The year-over-year
decreases in non-interest expenses were partially offset by a decrease in
capitalized loan origination costs and the previously mentioned loss on
extinguishment of debt recognized during the first quarter of 2022.

OPERATING DATA:
                                                                Quarters Ended                       Six months ended
(In thousands)                                      June 30, 2022           March 31, 2022                 June 30, 2022           June 30, 2021
Interest income                                   $      133,001          $       122,891                $      255,892          $      258,086
Interest expense                                           3,990                    4,237                         8,227                  12,871
Net interest income                                      129,011                  118,654                       247,665                 245,215
Provision (recapture) for credit losses                    4,534                   (6,961)                       (2,427)                (19,507)
Net interest income after provision (recapture)
for credit losses                                        124,477                  125,615                       250,092                 264,722
Deposit fees and other service charges                    11,000                   11,189                        22,189                  18,697
Mortgage banking operations revenue                        3,978                    4,440                         8,418                  18,692
Net change in valuation of financial instruments
carried at fair value                                         69                       49                           118                     117
All other non-interest income                             12,126                    3,749                        15,875                   9,102
Total non-interest income                                 27,173                   19,427                        46,600                  46,608

Salary and employee benefits                              60,832                   59,486                       120,318                 126,754
All other non-interest expenses                           31,221                   31,709                        62,930                  59,397
Total non-interest expense                                92,053                   91,195                       183,248                 186,151
Income before provision for income tax expense            59,597                   53,847                       113,444                 125,179
Provision for income tax expense                          11,632                    9,884                        21,516                  23,942
Net income                                        $       47,965          $        43,963                $       91,928          $      101,237



PER COMMON SHARE DATA:
                                                              Quarters Ended                    Six months ended
                                                                            March 31,
                                                     June 30, 2022             2022                   June 30, 2022           June 30, 2021
Net income:
Basic                                              $         1.40          $    1.28                $         2.68          $         2.90
Diluted                                                      1.39               1.27                          2.66                    2.88



Net Interest Income. Net interest income increased by $10.4 million, or 9%, to
$129.0 million for the quarter ended June 30, 2022, compared to $118.7 million
for the preceding quarter. The higher net interest income during the quarter
compared to the preceding quarter was primarily due to increases in the yields
on loans and investment securities, partially offset by a decline in the
recognition of deferred loan fee income due to SBA PPP loan repayments from SBA
loan forgiveness. The higher yields on interest-earnings assets for the quarter
ended June 30, 2022 compared to preceding quarter reflect the rising interest
rate environment during 2022.

The net interest margin on a tax equivalent basis of 3.44% for the quarter ended
June 30, 2022 was enhanced by two basis points as a result of acquisition
accounting adjustments. This compares to a net interest margin on a tax
equivalent basis of 3.18% for the preceding quarter, which included three basis
points from acquisition accounting adjustments. The increase in net interest
margin compared to the preceding quarter was primarily due to an increase in the
average yields on interest-earning assets during the current quarter. In March
2022, in response to inflation, the Federal Open Market Committee ("FOMC") of
the Federal Reserve System commenced increasing the target range for the federal
funds rate by implementing a 25 basis-point increase. During the second quarter
of 2022, the FOMC increased the target range for the federal funds rate by an
additional 125 basis points to a range of 1.50% to 1.75%. The increase in
average yields on interest-earning assets during the current quarter reflects
the lagging benefit of variable rate interest-earnings assets beginning to
reprice higher. Our balance sheet is
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structured to increase the net interest margin in the near term if the FOMC continues to raise the targeted federal funds rate in an effort to curb inflation, which appears likely based on recent Federal Reserve communications and interest rate forecasts.



Net interest income increased by $2.5 million, or 1%, to $247.7 million for the
six months ended June 30, 2022, compared to $245.2 million for the same period
one year earlier, primarily due to an increase of $912.2 million in the average
balance of interest-earning assets and decreased funding costs, partially offset
by a decline in the recognition of deferred loan fee income due to SBA PPP loan
repayments from SBA loan forgiveness and the decline in the average yield on
interest-earning assets. The lower average yields for the six months ended
June 30, 2022 compared to same period a year ago reflect the growth in the
average balance of interest-earning assets primarily being invested in short
term investments including interest bearing deposits and securities available
for sale. The net interest margin on a tax equivalent basis decreased to 3.31%
for the six months ended June 30, 2022 compared to 3.48% for the same period in
the prior year, as a result of lower yields on interest-earning assets. The net
interest margin included three basis points from acquisition accounting
adjustments for the six months ended June 30, 2022 and five basis points for
same period a year earlier.

Interest Income. Interest income for the quarter ended June 30, 2022 was $133.0
million, compared to $122.9 million for the preceding quarter. The increase in
interest income during the current quarter compared to the prior quarter
occurred primarily as a result of higher yields on interest-earning assets,
partially offset by a decline in the recognition of deferred loan fee income due
to SBA PPP loan repayments from SBA loan forgiveness. The average balance of
interest-earning assets was $15.35 billion for the quarter ended June 30, 2022,
compared to $15.42 billion for the preceding quarter. The average yield on total
interest-earning assets was 3.54% for the quarter ended June 30, 2022, compared
to 3.29% for the preceding quarter. This increase in average yield between the
quarters reflects a 46 basis-point increase in the average yield on investment
securities, and a four basis-point increase in the average yield on loans, in
each case due to rising interest rates, partially offset by a decline in the
recognition of deferred loan fee income due to SBA repayment and forgiveness of
low yielding SBA PPP loans. Average loans receivable for the quarter ended
June 30, 2022 increased $209.4 million, or 2%, to $9.37 billion, compared to
$9.16 billion for the preceding quarter, primarily reflecting the increase in
one- to four-family loans. Interest income on loans increased by $4.2 million to
$104.5 million for the current quarter from $100.4 million for the preceding
quarter, reflecting the increase in the average balance of loans receivable as
well as the impact of the previously mentioned increases in interest rates,
partially offset by a decline in the recognition of deferred loan fee income due
to loan repayments from SBA PPP loan forgiveness.  The average yield on total
loans increased to 4.54% for the quarter ended June 30, 2022, from 4.50% in the
preceding quarter, also reflecting the impact of the previously mentioned
increases in interest rates, partially offset by a decline in the recognition of
deferred loan fee income due to loan repayments from SBA PPP loan forgiveness.
The acquisition accounting loan discount accretion and the related balance sheet
impact added four basis points to the current quarter's average loan yield,
compared to five basis points in the preceding quarter.

The combined average balance of mortgage-backed securities, other investment
securities, equity securities, interest-bearing deposits and FHLB stock (total
investment securities or combined portfolio) decreased to $5.98 billion for the
quarter ended June 30, 2022 (excluding the effect of fair value adjustments),
compared to $6.26 billion for the preceding quarter. The interest and dividend
income from those investments increased by $6.0 million compared to the
preceding quarter. The average yield on the combined portfolio increased to
1.99% for the quarter ended June 30, 2022, from 1.53% in the preceding quarter.
The increase in the average yield for the current quarter compared to the
preceding quarter reflects the rising interest rates as well as a decrease in
the average balance of interest-bearing deposits.

Interest income for the six months ended June 30, 2022 was $255.9 million,
compared to $258.1 million for the same period in the prior year, a decrease of
$2.2 million. The results between the periods primarily reflect a decrease in
the average yield on interest-earning assets, mostly due to the investment of
excess liquidity in short term investments as well as a decline in the
acceleration of the recognition of deferred loan fee income upon SBA repayment
and forgiveness of low yielding SBA PPP loans, partially offset by a higher
average balance of interest-earning assets.

Interest Expense. Interest expense for the quarter ended June 30, 2022 was $4.0
million, compared to $4.2 million for the preceding quarter. The interest
expense decrease between the current quarter and preceding quarter reflects the
decrease in total average borrowings and a slight decrease in the average cost
of total funding liabilities.

Interest expense for the six months ended June 30, 2022 was $8.2 million,
compared to $12.9 million for the same period in the prior year. The decrease in
interest expense occurred as a result of an eight basis-point decrease in the
average cost of all funding liabilities to 0.11% for the six months ended
June 30, 2022, compared to 0.19% for the same period in the prior year,
partially offset by a $1.03 billion, or 7%, increase in average funding
liabilities. The increase in average funding liabilities reflects increases in
low costing core deposits, including non-interest-bearing deposits and
interest-bearing transaction and savings accounts.

Deposit interest expense decreased $78,000, or 4%, to $2.0 million for the
quarter ended June 30, 2022, compared to $2.1 million for the preceding quarter,
primarily as a result of a decrease in the average balance of interest-bearing
deposits. The average rate paid on total deposits was 0.06% in both the second
quarter of 2022 and the preceding quarter. The cost of interest-bearing deposits
decreased by one basis-point to 0.10% for the quarter ended June 30, 2022,
compared to 0.11% in the preceding quarter. Average deposit balances increased
to $14.44 billion for the quarter ended June 30, 2022, from $14.41 billion for
the preceding quarter.

Deposit interest expense for the six months ended June 30, 2022 decreased $2.5
million, or 38%, to $4.1 million, compared to $6.6 million for the same period
in the prior year. Average deposit balances increased to $14.43 billion for the
six months ended June 30, 2022, from $13.27 billion for the same period a year
earlier, while the average rate paid on deposits decreased to 0.06% for the six
months ended June 30, 2022 from 0.10% for the same period in the prior year. The
average cost of interest-bearing deposits decreased by eight basis points to
0.10% for the six months ended June 30, 2022, compared to 0.18% in the same
period a year earlier. The decrease in the average cost of interest-bearing
                                       65
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deposits was primarily the result of an increase in the average balance of core deposits and a 36 basis-point decrease on the cost of certificates of deposit.



Interest expense on total borrowings decreased to $2.0 million for the quarter
ended June 30, 2022 from $2.2 million for the preceding quarter. The decrease
was primarily due to decreases in the average balance of the FHLB Advances. The
average rate paid on total borrowings for the quarter ended June 30, 2022
increased to 1.80% from 1.74% for the preceding quarter. Average total
borrowings were $441.3 million for the quarter ended June 30, 2022, compared to
$500.4 million for the preceding quarter.

Interest expense on total borrowings decreased to $4.1 million for the six
months ended June 30, 2022 from $6.2 million for the same period a year earlier.
Average total borrowings were $470.6 million for the six months ended June 30,
2022, compared to $591.7 million for the same period a year earlier. The
decrease was primarily due to the decrease in the average balance of the junior
subordinated debentures and FHLB advances. The average rate paid on total
borrowings for the six months ended June 30, 2022 decreased to 1.77% from 2.12%
for the same period a year earlier.

Analysis of Net Interest Spread. The following tables present for the periods
indicated our condensed average balance sheet information, together with
interest income and yields earned on average interest-earning assets and
interest expense and rates paid on average interest-bearing liabilities with
additional comparative data on our operating performance (dollars in thousands):
                                       66
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ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
(rates / ratios annualized)
ANALYSIS OF NET INTEREST SPREAD                                                                             Quarters Ended
                                                                            Jun 30, 2022                                                       Mar 31, 2022
                                                                               Interest and           Yield /                                     Interest and           Yield /
                                                      Average Balance           Dividends             Cost(3)            Average Balance           Dividends             Cost(3)
Interest-earning assets:
Held for sale loans                                 $         69,338          $       655                3.79  %       $        130,221          $     1,115                3.47  %
Mortgage loans                                             7,565,894               85,408                4.53                 7,347,662               81,032                4.47
Commercial/agricultural loans                              1,572,957               17,153                4.37                 1,479,216               15,011                4.12
SBA PPP loans                                                 45,739                1,056                9.26                    88,720                2,784               12.73
Consumer and other loans                                     117,162                1,683                5.76                   115,881                1,700                5.95
Total loans(1)                                             9,371,090              105,955                4.54                 9,161,700              101,642                4.50
Mortgage-backed securities                                 3,170,915               16,965                2.15                 2,975,263               14,235                1.94
Other securities                                           1,626,204               10,326                2.55                 1,573,834                8,429                2.17

Interest-bearing deposits with banks                       1,176,591                2,281                0.78                 1,697,545                  820                0.20
FHLB stock                                                    10,000                  100                4.01                    11,756                  106                3.66
Total investment securities                                5,983,710               29,672                1.99                 6,258,398               23,590                1.53
Total interest-earning assets                             15,354,800              135,627                3.54                15,420,098              125,232                3.29
Non-interest-earning assets                                1,282,649                                                          1,372,182
Total assets                                        $     16,637,449                                                   $     16,792,280
Deposits:
Interest-bearing checking accounts                  $      1,924,896                  289                0.06          $      1,958,824                  273                0.06
Savings accounts                                           2,841,286                  352                0.05                 2,816,774                  354                0.05
Money market accounts                                      2,431,456                  531                0.09                 2,390,621                  506                0.09
Certificates of deposit                                      783,536                  836                0.43                   825,028                  953                0.47
Total interest-bearing deposits                            7,981,174                2,008                0.10                 7,991,247                2,086                0.11
Non-interest-bearing deposits                              6,456,432                    -                   -                 6,421,143                    -                   -
Total deposits                                            14,437,606                2,008                0.06                14,412,390                2,086                0.06
Other interest-bearing liabilities:
FHLB advances                                                      -                    -                   -                    42,222                  291                2.80
Other borrowings                                             252,085                   80                0.13                   266,148                   84                0.13
Junior subordinated debentures and subordinated
notes                                                        189,178                1,902                4.03                   191,985                1,776                3.75
Total borrowings                                             441,263                1,982                1.80                   500,355                2,151                1.74
Total funding liabilities                                 14,878,869                3,990                0.11                14,912,745                4,237                0.12
Other non-interest-bearing liabilities(2)                    239,676                                                            225,953
Total liabilities                                         15,118,545                                                         15,138,698
Shareholders' equity                                       1,518,904                                                          1,653,582

Total liabilities and shareholders' equity $ 16,637,449

                                            $     16,792,280
Net interest income/rate spread (tax equivalent)                              $   131,637                3.43  %                                 $   120,995                3.17  %
Net interest margin (tax equivalent)                                                                     3.44  %                                                            3.18  %
Reconciliation to reported net interest income:
Adjustments for taxable equivalent basis                                           (2,626)                                                           

(2,341)


Net interest income and margin, as reported                                   $   129,011                3.37  %                                 $   118,654                3.12  %
Additional Key Financial Ratios:
Return on average assets                                                                                 1.16  %                                                            1.06  %
Return on average equity                                                                                12.67                                                              10.78
Average equity/average assets                                                                            9.13                                                               9.85
Average interest-earning assets/average
interest-bearing liabilities                                                                           182.31                                                             181.59
Average interest-earning assets/average funding
liabilities                                                                                            103.20                                                             103.40
Non-interest income/average assets                                                                       0.66                                                               0.47
Non-interest expense/average assets                                                                      2.22                                                               2.20
Efficiency ratio(4)                                                                                     58.94                                                              66.04
Adjusted efficiency ratio(5)                                                                            59.46                                                              62.09


(1)Average balances include loans accounted for on a nonaccrual basis and loans
90 days or more past due. Amortization of net deferred loan fees/costs is
included with interest on loans.
(2)Average other non-interest-bearing liabilities include fair value adjustments
related to junior subordinated debentures.
(3)Tax-exempt income is calculated on a tax equivalent basis. The tax equivalent
yield adjustment to interest earned on loans was $1.4 million and $1.3 million
for the three months ended June 30, 2022 and March 31, 2022, respectively. The
tax equivalent yield adjustment to interest earned on tax exempt securities was
$1.2 million and $1.0 million for the three months ended June 30, 2022 and March
31, 2022, respectively.
(4)Non-interest expense divided by the total of net interest income and
non-interest income.
(5)Adjusted non-interest expense divided by adjusted revenue. These represent
non-GAAP financial measures. See the discussion and reconciliation of non-GAAP
financial information in the Executive Overview section of Management's
Discussion and Analysis of Financial Condition and Results of Operation in this
Form 10-Q for more detailed information with respect to the efficiency ratio.
                                       67
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                                                                       Six months ended June 30, 2022                                       Six months ended June 30, 2021
                                                             Average               Interest and            Yield/                 Average               Interest and            Yield/
                                                             Balance                Dividends             Cost (3)                Balance                Dividends             Cost (3)

Interest-earning assets:
Held for sale loans                                    $         103,508          $     1,770                 3.45  %       $          94,488          $     1,469                  3.14  %
Mortgage loans                                                 7,453,483              166,440                 4.50                  7,146,260              161,253                  4.55
Commercial/agricultural loans                                  1,526,345               32,164                 4.25                  1,499,902               31,737                  4.27
SBA PPP loans                                                     67,111                3,840                11.54                  1,158,266               28,588                  4.98
Consumer and other loans                                         116,525                3,383                 5.85                    125,197                3,775                  6.08
Total loans(1)(3)                                              9,266,972              207,597                 4.52                 10,024,113              226,822                  4.56
Mortgage-backed securities                                     3,073,630               31,200                 2.05                  2,198,712               21,035                  1.93
Other securities                                               1,600,164               18,755                 2.36                  1,150,193               13,775                  2.42
Equity securities                                                      -                    -                    -                        866                    -                     -
Interest-bearing deposits with banks                           1,435,629                3,101                 0.44                  1,086,241                  638                  0.12
FHLB stock                                                        10,873                  206                 3.82                     14,971                  322                  4.34
Total investment securities (3)                                6,120,296               53,262                 1.75                  4,450,983               35,770                  1.62
Total interest-earning assets                                 15,387,268              260,859                 3.42                 14,475,096              262,592                  3.66
Non-interest-earning assets                                    1,327,169                                                            1,232,196
Total assets                                           $      16,714,437                                                    $      15,707,292
Deposits:
Interest-bearing checking accounts                     $       1,941,766                  562                 0.06          $       1,685,973                  617                  0.07
Savings accounts                                               2,829,098                  706                 0.05                  2,555,144                  975                  0.08
Money market accounts                                          2,411,152                1,037                 0.09                  2,265,819                1,443                  0.13
Certificates of deposit                                          804,167                1,789                 0.45                    900,970                3,602                  0.81
Total interest-bearing deposits                                7,986,183                4,094                 0.10                  7,407,906                6,637                  0.18
Non-interest-bearing deposits                                  6,438,885                    -                    -                  5,861,941                    -                     -
Total deposits                                                14,425,068                4,094                 0.06                 13,269,847                6,637                  0.10
Other interest-bearing liabilities:
FHLB advances                                                     20,994                  291                 2.80                    122,100                1,589                  2.62
Other borrowings                                                 259,078                  164                 0.13                    221,682                  233                  0.21
Junior subordinated debentures and subordinated notes            190,573                3,678                 3.89                    247,944                4,412                  3.59
Total borrowings                                                 470,645                4,133                 1.77                    591,726                6,234                  2.12
Total funding liabilities                                     14,895,713                8,227                 0.11                 13,861,573               12,871                  0.19
Other non-interest-bearing liabilities (2)                       232,853                                                              203,567
Total liabilities                                             15,128,566                                                           14,065,140
Shareholders' equity                                           1,585,871                                                            1,642,152
Total liabilities and shareholders' equity             $      16,714,437                                                    $      15,707,292
Net interest income/rate spread (tax equivalent)                                  $   252,632                 3.31  %                                  $   249,721                  3.47  %
Net interest margin (tax equivalent)                                                                          3.31  %                                                               3.48  %
Reconciliation to reported net interest income:
Adjustments for taxable equivalent basis                                               (4,967)                                                          

(4,506)


Net interest income and margin                                                    $   247,665                 3.25  %                                  $   245,215                  3.42  %
Additional Key Financial Ratios:
Return on average assets                                                                                      1.11  %                                                               1.30  %
Return on average equity                                                                                     11.69                                                                 12.43
Average equity / average assets                                                                               9.49                                                                 10.45
Average interest-earning assets / average
interest-bearing liabilities                                                                                181.95                                                                180.95
Average interest-earning assets / average funding
liabilities                                                                                                 103.30                                                                104.43
Non-interest income / average assets                                                                          0.56                                                                  0.60
Non-interest expense / average assets                                                                         2.21                                                                  2.39
Efficiency ratio (4)                                                                                         62.27                                                                 63.79
Adjusted efficiency ratio (5)                                                                                60.72                                                                 60.77


(1)Average balances include loans accounted for on a nonaccrual basis and loans
90 days or more past due. Amortization of net deferred loan fees/costs is
included with interest on loans.
(2)Average other non-interest-bearing liabilities include fair value adjustments
related to junior subordinated debentures.
(3)Tax-exempt income is calculated on a tax equivalent basis. The tax equivalent
yield adjustment to interest earned on loans was $2.7 million and $2.5 million
for the six months ended June 30, 2022 and June 30, 2021, respectively. The tax
equivalent yield adjustment to interest earned on tax exempt securities was $2.2
million and $2.0 million for the six months ended June 30, 2022 and June 30,
2021, respectively.
(4)Non-interest expense divided by the total of net interest income and
non-interest income.
(5)Adjusted non-interest expense divided by adjusted revenue. These represent
non-GAAP financial measures. See the discussion and reconciliation of non-GAAP
financial information in the Executive Overview section of Management's
Discussion and Analysis of Financial Condition and Results of Operation in this
Form 10-Q for more detailed information with respect to the efficiency ratio.

                                       68
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Provision and Allowance for Credit Losses. Management estimates the allowance
for credit losses using relevant information, from internal and external
sources, relating to past events, current conditions, and reasonable and
supportable forecasts. The allowance for credit losses is maintained at a level
sufficient to provide for expected credit losses over the life of the loan based
on evaluating historical credit loss experience and making adjustments to
historical loss information for differences in the specific risk characteristics
in the current loan portfolio. These factors include, among others, changes in
the size and composition of the loan portfolio, differences in underwriting
standards, delinquency rates, actual loss experience and current economic
conditions. The following table sets forth an analysis of our allowance for
credit losses - loans for the periods indicated (dollars in thousands):
ADDITIONAL FINANCIAL INFORMATION
(dollars in thousands)
                                                                  Quarters Ended                   Six Months Ended
CHANGE IN THE                                          Jun 30, 2022          Mar 31, 2022                Jun 30, 2022          Jun 30, 2021
ALLOWANCE FOR CREDIT LOSSES - LOANS
Balance, beginning of period                          $    125,471          $    132,099                $    132,099          $    167,279

Provision (recapture) for credit losses - loans              3,144                (7,376)                     (4,232)              (16,135)
Recoveries of loans previously charged off:
Commercial real estate                                         129                    87                         216                   171

Construction and land                                            -                   384                         384                   100
One- to four-family residential                                 98                    40                         138                   133
Commercial business                                            234                   149                         383                 1,300
Agricultural business, including secured by
farmland                                                        14                   118                         132                     8
Consumer                                                       112                   216                         328                   393
                                                               587                   994                       1,581                 2,105
Loans charged off:
Commercial real estate                                           -                    (2)                         (2)               (3,766)

Construction and land                                            -                    (5)                         (5)                    -

Commercial business                                           (248)                  (82)                       (330)                 (912)
Agricultural business, including secured by
farmland                                                         -                     -                           -                    (2)
Consumer                                                      (252)                 (157)                       (409)                 (560)
                                                              (500)                 (246)                       (746)               (5,240)
Net recoveries                                                  87                   748                         835                (3,135)
Balance, end of period                                $    128,702          $    125,471                $    128,702          $    148,009
Net recoveries / Average loans receivable                    0.001  %              0.008  %                    0.009  %             (0.031) %



The provision for credit losses - loans reflects the amount required to maintain
the allowance for credit losses - loans at an appropriate level based upon
management's evaluation of the adequacy of collective and individual loss
reserves. During the quarter ended June 30, 2022, we recorded a provision for
credit losses - loans of $3.1 million, compared to a recapture of provision for
credit losses - loans of $7.4 million during the prior quarter. The provision
for credit losses - loans for the current quarter primarily reflects loan growth
and, to a lesser extent, a deterioration in forecasted economic conditions. The
recapture of provision for credit losses - loans for the prior quarter primarily
reflects improvement in the level of adversely classified loans, as well as in
the forecasted economic indicators utilized to estimate credit losses. Future
assessments of the expected credit losses will not only be impacted by changes
to the reasonable and supportable forecast, but will also include an updated
assessment of qualitative factors, as well as consideration of any required
changes in the reasonable and supportable forecast reversion period. No
allowance for credit losses - loans was recorded on the $31.0 million balance of
SBA PPP loans at June 30, 2022 as these loans are fully guaranteed by the SBA.

Net loan recoveries were $87,000 for the quarter ended June 30, 2022 compared to
net recoveries of $748,000 in the preceding quarter. The allowance for credit
losses - loans was $128.7 million at June 30, 2022 compared to $125.5 million at
March 31, 2022 and $148.0 million at June 30, 2021. The allowance for credit
losses - loans as a percentage of total loans (loans receivable excluding
allowance for credit losses) was 1.36% at June 30, 2022 as compared to 1.37% at
March 31, 2022 and 1.53% at June 30, 2021. The decrease in the allowance for
credit losses - loans as a percentage of loans at June 30, 2022 compared to
June 30, 2021 reflects the recapture of provision for credit losses - loans
recorded during 2022, primarily as the result of the improvement in the
forecasted economic indicators as well as the decrease in adversely classified
loans.

The provision for credit losses - unfunded loan commitments reflects the amount
required to maintain the allowance for credit losses - unfunded loan commitments
at an appropriate level based upon management's evaluation of the adequacy of
collective and individual loss reserves. The following table sets forth an
analysis of our allowance for credit losses - unfunded loan commitments for the
periods indicated (dollars in thousands):
                                       69
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                                                                                 Quarters Ended                    Six Months Ended
CHANGE IN THE                                                         Jun 30, 2022           Mar 31, 2022                 Jun 30, 2022           Jun 

30, 2021 ALLOWANCE FOR CREDIT LOSSES - UNFUNDED LOAN COMMITMENTS Balance, beginning of period

$      12,860          $      12,432                $      12,432          $      

13,297



Provision/(recapture) for credit losses - unfunded loan
commitments                                                                 1,386                    428                        1,814                 (3,388)

Balance, end of period                                              $      14,246          $      12,860                $      14,246          $       9,909


The allowance for credit losses - unfunded loan commitments was $14.2 million at
June 30, 2022, compared to $12.9 million at March 31, 2022 and compared to $9.9
million at June 30, 2021. The increase in the allowance for credit losses -
unfunded loan commitments reflects the provision for credit losses - unfunded
loan commitments recorded during the current quarter. During the quarter ended
June 30, 2022, we recorded a provision for credit losses - unfunded loan
commitments of $1.4 million, compared to a $428,000 provision for loan losses -
unfunded loan commitments during the preceding quarter. During the six months
ended June 30, 2022, we recorded a provision for credit losses - unfunded loan
commitments of $1.8 million, compared to a recapture of provision for loan
losses - unfunded loan commitments of $3.4 million during the same period a year
earlier. The provision for credit losses - unfunded loan commitments during the
current and preceding quarter was primarily the result of an increase in
unfunded loan commitments.

Non-interest Income. The following table presents the key components of non-interest income for the three months ended June 30, 2022 and March 31, 2022 and the six months ended June 30, 2022 and 2021 (dollars in thousands):



                                                            Quarters Ended                                                    Six months ended June 30,
                                                                                          Change                   Change                                                      Change             Change
                                      Jun 30, 2022           Mar 31, 2022                 Amount                  Percent                   2022              2021             Amount            Percent
Deposit fees and other service
charges                             $      11,000          $      11,189                $   (189)                    (1.7) %             $ 22,189          $ 18,697          $  3,492               18.7  %
Mortgage banking operations                 3,978                  4,440                    (462)                   (10.4)                  8,418            18,692           (10,274)             (55.0)
Bank owned life insurance                   2,239                  1,631                     608                     37.3                   3,870             2,552             1,318               51.6
Miscellaneous                               2,051                  1,683                     368                     21.9                   3,734             5,988            (2,254)             (37.6)
                                           19,268                 18,943                     325                      1.7                  38,211            45,929            (7,718)             (16.8)
Net gain on sale of securities                 32                    435                    (403)                   (92.6)                    467               562               (95)             (16.9)
Net change in valuation of
financial instruments carried at
fair value                                     69                     49                      20                     40.8                     118               117                 1                0.9
Gain on sale of branches, including
related deposits                            7,804                      -                   7,804                          nm                7,804                 -             7,804                    nm
Total non-interest income           $      27,173          $      19,427                $  7,746                     39.9  %             $ 46,600          $ 46,608          $     (8)                 -  %



Non-interest income was $27.2 million for the quarter ended June 30, 2022,
compared to $19.4 million for the preceding quarter, and $46.6 million for both
the six months ended June 30, 2022 and 2021. The increases in non-interest
income for the quarter, compared to the preceding quarter is primarily due to
the previously mentioned $7.8 million gain recognized on the branch sale
completed during the quarter. Our non-interest income for the quarter ended
June 30, 2022 included a $69,000 net gain for fair value adjustments and a net
gain of $32,000 on sales of securities. For the quarter ended March 31, 2022,
fair value adjustments resulted in a net gain of $49,000 and we had a net gain
of $435,000 on sale of securities. Our non-interest income for the six months
ended June 30, 2022 included a net gain of $118,000 for fair value adjustments
and a $467,000 net gain on sale of securities. During the six months ended
June 30, 2021, fair value adjustments resulted in a net gain of $117,000 and we
had a $562,000 net gain on sale of securities. For a more detailed discussion of
our fair value adjustments, please refer to Note 8 in the Selected Notes to the
Consolidated Financial Statements in this Form 10-Q.

Deposit fees and other service charges decreased by $189,000, or 2%, for the
quarter ended June 30, 2022, compared to the preceding quarter. Deposit fees and
other service charges increased by $3.5 million, or 19%, for the six months
ended June 30, 2022, compared to the same period a year earlier, primarily as a
result of increased deposit transaction account activity. Mortgage banking
operations, including gains on one- to four-family and multifamily loan sales
and loan servicing fees, decreased $462,000 for the quarter ended June 30, 2022,
compared to the preceding quarter and decreased $10.3 million for the six months
ended June 30, 2022, compared to the same period a year earlier. There were no
sales of multifamily loans during the quarter ended June 30, 2022. Gains on
sales of multifamily loans resulted in income of $340,000 during the preceding
quarter and the six months ended June 30, 2022, compared to $3.4 million for the
same six-month period a year ago. Gains on sales of one- to four-family loans
resulted in income of $3.7 million and $7.8 million for the quarter and six
months ended June 30, 2022, respectively, compared to $4.1 million in the
preceding quarter, and $15.4 million for the six months ended June 30, 2021.
These decreases in mortgage banking operations between the periods primarily
reflect a reduction in the volume of one- to four-family loans sold, as well as
a decrease in the gain on sale margin on one- to four-family held-for-sale
loans. The reduction in volumes reflects a reduction in refinancing activity as
interest rates increased during 2022. Home purchase activity accounted for 82%
of one- to four-family mortgage loan originations in the second quarter of 2022,
compared to 64% in the prior quarter. The lower mortgage banking revenue for the
six months ended June 30, 2022 compared to the same period a year ago is also
due in part to a $1.1 million lower of cost or market downward adjustment
recorded on multifamily held for sale loans during the six months ended June 30,
2022 due to increases in market interest rates.
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The decrease in miscellaneous non-interest income during the six months ended
June 30, 2022, compared to the same period a year earlier is primarily due to
higher gains recognized during the six months ended June 30, 2021 related to the
disposition of closed branch locations.

Non-interest Expense. The following table represents key elements of non-interest expense for the three months ended June 30, 2022 and March 31, 2022 and the six months ended June 30, 2022 and 2021 (dollars in thousands):



                                                             Quarters Ended                                                          Six months ended June 30,
                                                                                           Change
                                       Jun 30, 2022           Mar 31, 2022                 Amount                    Change Percent                     2022               2021             Change Amount         Change Percent

Salaries and employee benefits $ 60,832 $ 59,486

              $  1,346                                2.3  %             $ 120,318          $ 126,754          $       (6,436)                (5.1) %
Less capitalized loan origination
costs                                       (7,222)                (6,230)                   (992)                              15.9                  (13,452)           (18,464)                  5,012                (27.1)
Occupancy and equipment                     13,284                 13,220                      64                                0.5                   26,504             25,812                     692                  2.7
Information/computer data services           5,997                  6,651                    (654)                              (9.8)                  12,648             11,805                     843                  7.1
Payment and card processing expenses         5,682                  4,896                     786                               16.1                   10,578              9,301                   1,277                 13.7
Professional and legal expenses              2,878                  2,180                     698                               32.0                    5,058              7,699                  (2,641)               (34.3)
Advertising and marketing                      822                    461                     361                               78.3                    1,283              2,444                  (1,161)               (47.5)
Deposit insurance expense                    1,440                  1,524                     (84)                              (5.5)                   2,964              2,774                     190                  6.8
State/municipal business and use
taxes                                        1,004                  1,162                    (158)                             (13.6)                   2,166              2,148                      18                  0.8
REO operations                                (121)                   (79)                    (42)                              53.2                     (200)              (124)                    (76)                61.3
Amortization of core deposit
intangibles                                  1,425                  1,424                       1                                0.1                    2,849              3,422                    (573)               (16.7)
Loss on extinguishment of debt                   -                    793                    (793)                            (100.0)                     793                  -                     793                      nm
Miscellaneous                                6,032                  5,707                     325                                5.7                   11,739             11,665                      74                  0.6
                                            92,053                 91,195                     858                                0.9                  183,248            185,236                  (1,988)                (1.1)
COVID-19 expenses                                -                      -                       -                                    nm                     -                265                    (265)              (100.0)
Merger and acquisition-related
expenses                                         -                      -                       -                                    nm                     -                650                    (650)              (100.0)
Total non-interest expense           $      92,053          $      91,195                $    858                                0.9  %             $ 183,248          $ 186,151          $       (2,903)                (1.6) %



Non-interest expenses were $92.1 million for the quarter ended June 30, 2022,
compared to $91.2 million for the preceding quarter, and $183.2 million for the
six months ended June 30, 2022, compared to $186.2 million for the same period
last year. The current quarter non-interest expense includes increased salary
and employee benefits expenses, payment and card processing services expenses
and professional services expenses, partially offset by increased capitalized
loan origination costs and decreases in loss on extinguishment of debt and
information / computer data services expense. We recognized no COVID-19 expenses
during both the quarter ended June 30, 2022 and the preceding quarter. The
decrease in non-interest expense for the six months ended June 30, 2022
primarily reflects decreases in salary and employee benefits expenses,
professional and legal expenses and advertising and marketing expenses,
partially offset by a decrease in capitalized loan origination costs and the
loss on extinguishment of debt recognized during the first quarter of 2022. The
six months ended June 30, 2022 results included no COVID-19 expenses, compared
to $265,000 for the same period last year.

Salary and employee benefits expenses increased $1.3 million to $60.8 million
for the quarter ended June 30, 2022, compared to $59.5 million for the preceding
quarter, primarily due to an increase in salaries due to annual merit increases
along with increased production related commission and bonus expense, partially
offset by a decline in severance expense. Salary and employee benefits expenses
decreased $6.4 million to $120.3 million for the six months ended June 30, 2022,
compared to $126.8 million for the same period last year, primarily due to a
reduction in staffing. Capitalized loan origination costs increased $1.0 million
for the quarter ended June 30, 2022, compared to the preceding quarter,
primarily due to increased loan production, and decreased $5.0 million for the
six months ended June 30, 2022, compared to the same period in the prior year,
primarily due to the origination of SBA PPP loans during the first quarter of
2021. Payment and card processing services expenses increased $786,000 for the
quarter ended June 30, 2022 compared to the preceding quarter, and $1.3 million
compared to the same period last year, primarily reflecting expenses related to
fraudulent deposit account activity. Professional and legal expenses increased
$698,000 for the quarter ended June 30, 2022 compared to the preceding quarter,
and decreased $2.6 million compared to the same period last year, primarily due
to a decrease in consulting expense. Advertising and marketing expenses
increased $361,000 for the quarter ended June 30, 2021, compared to the
preceding quarter and decreased $1.2 million for the six months ended June 30,
2022, compared to the same period in the prior year, primarily due to a
reduction in direct mail marketing expenses. In addition, Banner recorded a
$793,000 loss as a result of the redemption of $50.5 million of junior
subordinated debentures during the prior quarter.

Banner's efficiency ratio was 58.94% for the current quarter, compared to 66.04%
in the preceding quarter. Banner's adjusted efficiency ratio was 59.46% for the
current quarter, compared to 62.09% in the preceding quarter. See the discussion
and reconciliation of non-GAAP financial information in the Executive Overview
section of Management's Discussion and Analysis of Financial Condition and
Results of Operation in this Form 10-Q for more detailed information with
respect to the efficiency ratio.

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Income Taxes. For the quarter ended June 30, 2022, we recognized $11.6 million
in income tax expense for an effective tax rate of 19.5%, which reflects our
blended statutory tax rate reduced by the effect of tax-exempt income, certain
tax credits, and tax benefits related to restricted stock vesting. Our statutory
income tax rate is 23.6%, representing a blend of the statutory federal income
tax rate of 21.0% and apportioned effects of the state income tax rates. For the
quarter ended March 31, 2022, we recognized $9.9 million in income tax expense
for an effective tax rate of 18.4%. For the six months ended June 30, 2022, we
recognized $21.5 million in income tax expense for an effective tax rate of
19.0%, compared to $23.9 million in income tax expense for an effective tax rate
of 19.1% for the same period in the prior year. For more discussion on our
income taxes, please refer to Note 9 in the Selected Notes to the Consolidated
Financial Statements in this report on Form 10-Q.

Asset Quality



Maintaining a moderate risk profile by employing appropriate underwriting
standards, avoiding excessive asset concentrations and aggressively managing
troubled assets has been and will continue to be a primary focus for us. We
actively engage our borrowers to resolve classified loans, problem assets and
effectively manage REO as a result of foreclosures.

Non-Performing Assets: Non-performing assets decreased to $19.1 million, or
0.12% of total assets, at June 30, 2022, from $23.7 million, or 0.14% of total
assets, at December 31, 2021, and from $31.5 million, or 0.19% of total assets,
at June 30, 2021. Our allowance for credit losses - loans was $128.7 million, or
688% of non-performing loans at June 30, 2022 compared to $132.1 million, or
578% of non-performing loans at December 31, 2021 and $148.0 million, or 481% of
non-performing loans at June 30, 2021. We believe our level of non-performing
loans and assets continues to be manageable at June 30, 2022. The primary
components of the $19.1 million in non-performing assets were $16.7 million in
nonaccrual loans, $2.1 million in loans more than 90 days delinquent and still
accruing interest, and $357,000 in REO and other repossessed assets.

Loans are reported as TDRs when we grant concessions to a borrower experiencing
financial difficulties that we would not otherwise consider.  If any TDR loan
becomes delinquent or other matters call into question the borrower's ability to
repay full interest and principal in accordance with the restructured terms, the
TDR loan would be reclassified as nonaccrual. At June 30, 2022, we had $4.4
million of TDR loans performing under their restructured repayment terms.

The following table sets forth information with respect to our non-performing
assets and restructured loans at the dates indicated (dollars in thousands):

                                                        June 30, 2022          December 31, 2021         June 30, 2021
Nonaccrual Loans: (1)
Secured by real estate:
Commercial                                             $      10,041          $         14,159          $      17,427

Construction and land                                            200                       479                    541
One- to four-family                                            2,002                     2,711                  4,007
Commercial business                                            1,521                     2,156                  3,673
Agricultural business, including secured by farmland           1,022                     1,022                  1,200
Consumer                                                       1,874                     1,754                  1,799
                                                              16,660                    22,281                 28,647
Loans more than 90 days delinquent, still on accrual:
Secured by real estate:
Commercial                                                       899                         -                    911

One- to four-family                                            1,053                       436                    579
Commercial business                                               20                         2                    495

Consumer                                                          83                       117                    131
                                                               2,055                       555                  2,116
Total non-performing loans                                    18,715                    22,836                 30,763

REO, net                                                         340                       852                    763
Other repossessed assets held for sale                            17                        17                     17
Total non-performing assets                            $      19,072

$ 23,705 $ 31,543



Total non-performing assets to total assets                     0.12  %                   0.14  %                0.19  %

Total nonaccrual loans to loans before allowance for credit losses

                                                   0.18  %                   0.25  %                0.30  %

Restructured loans performing under their restructured terms (2)

$       4,370

$ 5,309 $ 5,472



Loans 30-89 days past due and on accrual               $       8,336

$ 11,558 $ 5,656


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(1)Includes $51,000 of nonaccrual TDR loans at June 30, 2022. For the six months
ended June 30, 2022, interest income was reduced by $132,000 as a result of
nonaccrual loan activity, which includes the reversal of $86,000 of accrued
interest as of the date the loan was placed on nonaccrual. There was no interest
income recognized on nonaccrual loans for the six months ended June 30, 2022.
(2)These loans were performing under their restructured repayment terms at the
dates indicated.

In addition to the non-performing loans as of June 30, 2022, we had other
classified loans with an aggregate outstanding balance of $134.5 million that
are not on nonaccrual status, with respect to which known information concerning
possible credit problems with the borrowers or the cash flows of the properties
securing the respective loans has caused management to be concerned about the
ability of the borrowers to comply with present loan repayment terms. This may
result in the future inclusion of such loans in the nonaccrual loan category.

The following table presents the Company's portfolio of risk-rated loans and non-risk-rated loans by grade at the dates indicated (in thousands):



                            June 30, 2022       December 31, 2021       June 30, 2021

         Pass              $    9,274,655      $        8,874,468      $    9,315,264
         Special Mention           27,711                  11,932              66,103
         Substandard              154,463                 198,363             272,814

         Total             $    9,456,829      $        9,084,763      $    9,654,181

The decrease in substandard loans during the six months ended June 30, 2022 primarily reflects the payoff of substandard loans as well as risk rating upgrades.



REO: REO was $340,000 at June 30, 2022 compared to $852,000 at December 31,
2021. The following table shows REO activity for the quarters ended June 30,
2022 and March 31, 2022 and the six months ended June 30, 2022 and June 30, 2021
(in thousands):

                                    Three Months Ended                Six months ended
                               Jun 30, 2022      Mar 31, 2022                 Jun 30, 2022     Jun 30, 2021
Balance, beginning of period $      429          $       852                  $       852      $       816
Additions from loan
foreclosures                          -                    -                            -              423

Proceeds from dispositions
of REO                             (257)                (607)                        (864)            (783)
Gain on sale of REO                 168                  184                          352              307

Balance, end of period       $      340          $       429                  $       340      $       763



Non-recurring fair value adjustments to REO are recorded to reflect partial
write-downs based on an observable market price or current appraised value of
property. The individual carrying values of these assets are reviewed for
impairment at least annually and any additional impairment charges are expensed
to operations.

Liquidity and Capital Resources



Our primary sources of funds are deposits, borrowings, proceeds from loan
principal and interest payments and sales of loans, and the maturity of and
interest income on mortgage-backed and investment securities. While maturities
and scheduled amortization of loans and mortgage-backed securities are a
predictable source of funds, deposit flows and mortgage prepayments are greatly
influenced by market interest rates, economic conditions, competition and our
pricing strategies.

Our primary investing activity is the origination of loans and, in certain
periods, the purchase of securities or loans. During the six months ended
June 30, 2022 and June 30, 2021, our loan originations, including originations
of loans held for sale, exceeded our loan repayments by $578.4 million and
$294.5 million, respectively. There were $75.9 million of loan purchases during
the six months ended June 30, 2022 and $33,000 of loan purchases during the six
months ended June 30, 2021. This activity was funded primarily by the reduction
in the balance of cash held as interest-bearing deposits and the sale of loans
in 2022. During the six months ended June 30, 2022 and June 30, 2021, we
received proceeds of $324.4 million and $722.6 million, respectively, from the
sale of loans. Securities purchased during the six months ended June 30, 2022
and June 30, 2021 totaled $664.0 million and $1.93 billion, respectively, and
securities repayments, maturities and sales in those periods were $254.8 million
and $895.2 million, respectively.

Our primary financing activity is gathering deposits. Total deposits decreased
by $114.4 million during the first six months of 2022, as certificates of
deposit decreased by $82.3 million and core deposits decreased by $32.1 million.
The decrease in total deposits during the first six months of 2022 was primarily
due to the sale of four branches, which included the transfer of $178.2 million
of related deposits. Certificates of deposit are generally more vulnerable to
competition and more price sensitive than other retail deposits and our pricing
of those deposits varies significantly based upon our liquidity management
strategies at any point in time. At June 30, 2022, certificates of deposit
totaled $756.3 million, or 5% of our total deposits, including $611.1 million
which were scheduled to mature within one year. While no
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assurance can be given as to future periods, historically, we have been able to retain a significant amount of our certificates of deposit as they mature.

We had no FHLB advances at June 30, 2022, compared to $50.0 million at December 31, 2021. Other borrowings decreased $29.8 million to $234.7 million at June 30, 2022 from $264.5 million at December 31, 2021.



We must maintain an adequate level of liquidity to ensure the availability of
sufficient funds to accommodate deposit withdrawals, to support loan growth, to
satisfy financial commitments and to take advantage of investment opportunities.
During the six months ended June 30, 2022 and 2021, we used our sources of funds
primarily to fund loan commitments and purchase securities. At June 30, 2022, we
had outstanding loan commitments totaling $4.34 billion, primarily relating to
undisbursed loans in process and unused credit lines. While representing
potential growth in the loan portfolio and lending activities, this level of
commitments is proportionally consistent with our historical experience and does
not represent a departure from normal operations.

We generally maintain sufficient cash and readily marketable securities to meet
short-term liquidity needs; however, our primary liquidity management practice
to supplement deposits is to increase or decrease short-term borrowings. We
maintain credit facilities with the FHLB-Des Moines, which provided for advances
that in the aggregate would equal the lesser of 45% of Banner Bank's assets or
adjusted qualifying collateral (subject to a sufficient level of ownership of
FHLB stock). At June 30, 2022, under these credit facilities based on pledged
collateral, Banner Bank had $2.41 billion of available credit capacity. We had
no advances under these credit facilities at June 30, 2022. In addition, Banner
Bank has been approved for participation in the Borrower-In-Custody (BIC)
program by the Federal Reserve Bank of San Francisco (FRBSF). Under this
program, based on pledged collateral, Banner Bank had available lines of credit
of approximately $876.8 million as of June 30, 2022. We had no funds borrowed
from the FRBSF at June 30, 2022 or December 31, 2021. At June 30, 2022, Banner
Bank also had uncommitted federal funds line of credit agreements with other
financial institutions totaling $125.0 million. No balances were outstanding
under these agreements as of June 30, 2022 or December 31, 2021. Availability of
lines is subject to federal funds balances available for loan and continued
borrower eligibility. These lines are intended to support short-term liquidity
needs and the agreements may restrict consecutive day usage. Management believes
it has adequate resources and funding potential to meet our foreseeable
liquidity requirements.

Banner Corporation is a separate legal entity from the Bank and, on a
stand-alone level, must provide for its own liquidity and pay its own operating
expenses and cash dividends. Banner Corporation's primary sources of funds
consist of capital raised through dividends or capital distributions from the
Bank, although there are regulatory restrictions on the ability of the Bank to
pay dividends. We currently expect to continue our current practice of paying
quarterly cash dividends on our common stock subject to our Board of Directors'
discretion to modify or terminate this practice at any time and for any reason
without prior notice. Our current quarterly common stock dividend rate is $0.44
per share, as approved by our Board of Directors, which we believe is a dividend
rate per share which enables us to balance our multiple objectives of managing
and investing in the Bank, and returning a substantial portion of our cash to
our shareholders. Assuming continued payment during 2022 at this rate of $0.44
per share, our average total dividend paid each quarter would be approximately
$15.0 million based on the number of outstanding shares at June 30, 2022. At
June 30, 2022, the Company on an unconsolidated basis had liquid assets of $57.7
million.

As noted below, Banner Corporation and its subsidiary bank continued to maintain
capital levels significantly in excess of the requirements to be categorized as
"Well-Capitalized" under applicable regulatory standards. During the six months
ended June 30, 2022, total shareholders' equity decreased $204.5 million, to
$1.49 billion. At June 30, 2022, tangible common shareholders' equity, which
excludes goodwill and other intangible assets, was $1.10 billion, or 6.88% of
tangible assets. See the discussion and reconciliation of non-GAAP financial
information in the Executive Overview section of Management's Discussion and
Analysis of Financial Condition and Results of Operation in this Form 10-Q for
more detailed information with respect to tangible common shareholders'
equity. Also, see the capital requirements discussion and table below with
respect to our regulatory capital positions.

Capital Requirements

Banner Corporation is a bank holding company registered with the Federal
Reserve. Bank holding companies are subject to capital adequacy requirements of
the Federal Reserve under the Bank Holding Company Act of 1956, as amended
(BHCA), and the regulations of the Federal Reserve. Banner Bank, as
state-chartered, federally insured commercial bank, is subject to the capital
requirements established by the FDIC.

The capital adequacy requirements are quantitative measures established by
regulation that require Banner Corporation and the Bank to maintain minimum
amounts and ratios of capital. The Federal Reserve requires Banner Corporation
to maintain capital adequacy that generally parallels the FDIC requirements. The
FDIC requires the Bank to maintain minimum ratios of Total Capital, Tier 1
Capital, and Common Equity Tier 1 Capital to risk-weighted assets as well as
Tier 1 Leverage Capital to average assets. In addition to the minimum capital
ratios, both Banner Corporation and the Bank are required to maintain a capital
conservation buffer consisting of additional Common Equity Tier 1 Capital of
more than 2.5% of risk-weighted assets above the required minimum levels in
order to avoid limitations on paying dividends, engaging in share repurchases,
and paying discretionary bonuses. At June 30, 2022, Banner Corporation and the
Bank each exceeded all regulatory capital requirements. (See Item 1,
"Business-Regulation," and Note 14 of the Notes to the Consolidated Financial
Statements included in the 2021 Form 10-K for additional information regarding
regulatory capital requirements for Banner Corporation and the Bank.)
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The actual regulatory capital ratios calculated for Banner Corporation and Banner Bank as of June 30, 2022, along with the minimum capital amounts and ratios, were as follows (dollars in thousands):



                                                                                                       Minimum to be Categorized as                    Minimum to be Categorized as
                                                                      Actual                             "Adequately Capitalized"                           "Well-Capitalized"
                                                            Amount         

     Ratio                  Amount                  Ratio                   Amount                   Amount
Banner Corporation-consolidated
Total capital to risk-weighted assets                   $ 1,667,107                13.80  %       $        966,205                8.00  %       $         1,207,756                10.00  %
Tier 1 capital to risk-weighted assets                    1,439,822                11.92                   724,654                6.00                      724,654                 6.00
Tier 1 leverage capital to average assets                 1,439,822                 8.74                   659,250                4.00                             n/a                  n/a
Common equity tier 1 capital                              1,353,322                11.21                   543,490                4.50                             n/a                  n/a
Banner Bank
Total capital to risk-weighted assets                     1,601,881                13.27                   965,374                8.00                    1,206,718                10.00
Tier 1 capital to risk-weighted assets                    1,474,596                12.22                   724,031                6.00                      965,374                 8.00
Tier 1 leverage capital to average assets                 1,474,596                 8.95                   658,890                4.00                      823,612                 5.00
Common equity tier 1 capital                              1,474,596                12.22                   543,023                4.50                      784,367                 6.50



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