2
Disclosure Statement
The Company proposes to issue the common shares pursuant to a prospectus supplement that will be filed
as part of an existing shelf registration statement previously filed with the
Securities and
Exchange Commission on Form S-3. The offering may be made only by means of a prospectus and related prospectus supplement. Before you invest, prospective
investors should read the prospectus in that registration statement, the preliminary prospectus
supplement and the other documents incorporated by reference therein that the
Company has filed
with the SEC for more complete information about the Company and the offering. Investors may obtain these documents without charge by visiting EDGAR on the
SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the
prospectus relating to the offering may be obtained from D.A. Davidson & Co., 8
Third
Street North, Great Falls, MT 59401, 1-800-332-5915, Sandler O'Neill + Partners, L.P., 919 Third Avenue, 6th Floor, New York, NY 10022, 1-866-805-4128, and McAdams
Wright Ragen Incorporated, 925 Fourth Avenue, Suite 3900, Seattle, WA 98104,
1-888-567-6297.
The Private Securities Litigation Report Act of 1995 provides a
"safe harbor" for certain forward-looking statements. This presentation contains forward-looking statements with
respect to the Corporation's financial condition, results of operations, plans, objectives, future
performance or business. These forward-looking statements are subject to certain risks
and uncertainties, including those identified below, which could cause future results to differ
materially from historical results or those anticipated.
The words "believe,"
"expect," "anticipate," "intend," "estimate," "goals, "would," "could," "should" and other expressions which indicate future events and trends identify forward-
looking statements. We caution readers not to place undue reliance on these forward-looking
statements, which is based only on information known to the Corporation, speak only as
of their
dates, and if no date is provided, then such statements speak only as of today. There are a number of important factors that could cause future results to differ materially from
historical results or those anticipated, including, but not limited to: the credit risks of lending
activities, including changes in the level and trend of loan delinquencies and write-offs and
changes in our allowance for loan losses and provision for loan losses that may be impacted by
deterioration in the housing and commercial real estate markets; changes in general
economic
conditions, either nationally or in our market areas; changes in the levels of general interest rates, and the relative differences between short and long term interest rates,
deposit interest rates, our net interest margin and funding sources; fluctuations in the demand for
loans, the number of unsold homes, land and other properties and fluctuations in real
estate
values in our market areas; secondary market conditions for loans and our ability to sell loans in the secondary market; results of examinations of us by the Board of Governors
of the Federal Reserve System (the Federal Reserve Board) and of our bank subsidiaries by
the Federal Deposit Insurance Corporation (the FDIC), the Washington State
Department of Financial Institutions, Division of Banks (the Washington DFI) or other
regulatory authorities, including the possibility that any such regulatory authority may, among
other things, institute a formal or informal enforcement action against us or our bank subsidiaries
which could require us to increase our reserve for loan losses, write-down assets,
change
our regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings; the requirements
and restrictions that have been imposed upon Banner Corporation and Banner Bank under the memoranda of
understanding with the Federal Reserve Bank of San Francisco (in the
case of Banner
Corporation) and the FDIC and the Washington DFI (in the case of Banner Bank) and the possibility that Banner Corporation and Banner Bank will be unable to fully
comply with the memoranda of understanding, which could result in the imposition of additional
requirements or restrictions; legislative or regulatory changes that adversely affect our
business including changes in regulatory policies and principles, or the interpretation of regulatory
capital or other rules; our ability to attract and retain deposits; further increases in
premiums for deposit insurance; our ability to control operating costs and expenses; the use of
estimates in determining fair value of certain of our assets, which estimates may prove
to be
incorrect and result in significant declines in valuation; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce
and potential associated charges; the failure or security breach of computer systems on which we
depend; our ability to retain key members of our senior management team; costs
and effects of
litigation, including settlements and judgments; our ability to implement our business strategies; our ability to successfully integrate any assets, liabilities, customers,
systems, and management personnel we may acquire and our ability to realize related revenue synergies
and cost savings within expected time frames and any goodwill charges
related thereto;
increased competitive pressures among financial services companies; changes in consumer spending, borrowing and savings habits; the availability of resources to
address changes in laws, rules, or regulations or to respond to regulatory actions; our ability to pay
dividends on our common and preferred stock and interest or principal payments on
our junior
subordinated debentures; adverse changes in the securities markets; inability of key third-party providers to perform their obligations to us; changes in accounting policies
and practices, as may be adopted by the financial institution regulatory agencies or the Financial
Accounting Standards Board, including additional guidance and interpretation on
accounting
issues and details of the implementation of new accounting methods; changes to the regulatory capital treatment of our Trust Preferred Securities; other economic,
competitive, governmental, regulatory, and technological factors affecting our operations, pricing,
products and services; future legislative or regulatory changes in the United States
Department
of Treasury Troubled Asset Relief Program (TARP) Capital Purchase Program and the other risks described elsewhere in the preliminary prospectus supplement, the
accompanying prospectus and the documents incorporated therein by reference.
The Corporation does not undertake any obligation to update any forward-looking statement to
reflect circumstances or events that occur after the date on which the forward-looking
statement is made.
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