Hello and welcome to the Banner Corporation’s First Quarter 2016 Conference Call and Webcast. All participants will be in listen-only mode. [Operator Instructions] After today’s presentation there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Mr. Mark Grescovich, President and CEO of the Banner Corporation. Please go ahead.

Thank you, Amy and good morning everyone. I would also like to welcome you to the first quarter of 2016 earnings call for Banner Corporation. As is customary, joining me on the call today is Rick Barton, our Chief Credit Officer; Lloyd Baker, our Chief Financial Officer of the Corporation and Albert Marshall, the Secretary of the Corporation. Also joining us today is Peter Conner, our Chief Financial Officer of Banner Bank. Albert, would you please read our forward-looking Safe Harbor statement?

Certainly. Good morning, our presentation today discusses Banner’s business outlook and will include forward-looking statements. Those statements include descriptions of management’s plans, objectives, or goals for future operations, products or services, forecast of financial or other performance measures, and statements about Banner’s general outlook for economic and other conditions. We also may make other forward-looking statements in the question-and-answer period following management’s discussion. These forward-looking statements are subject to a number of risks and uncertainties, and actual risks may differ materially from those discussed today. Information on the risk factors that could cause actual results to differ are available from the earnings press release that was released yesterday and a recently filed Form 10-K for the year ended December 31, 2015. Forward-looking statements are effective only as of the date they are made, and Banner assumes no obligation to update information concerning its expectations. Thank you.

Thank you, Al. As announced, Banner Corporation reported a net profit available to common shareholders of $17.8 million, or $0.52 per diluted share for the quarter ended March 31, 2016. This compared to a net profit to common shareholders of $0.20 per share in the fourth quarter of 2015 and $0.61 per share in the first quarter of 2015. As anticipated the first quarter 2016 results were adversely impacted by acquisition and merger related expenses associated with the AmericanWest Bank combination, which net of taxes, reduced net income by $0.13 per diluted share. Excluding the impact of merger and acquisition expenses, gains and losses on the sale of securities, and changes in fair value of financial instruments, earnings increased $9 million or 69% to $22.1 million for the first quarter 2016 from 13.1 million in the first quarter of 2015. An increase by $1.7 million or 9% compared to $20.4 million in the immediately preceding quarter. While our core operating performance continued to reflect the success of our proven client acquisition strategies which produced strong core revenue, we also benefitted from the successful acquisition and integration of Siuslaw Bank in March of 2015 and more recently the transformative acquisition of AmericanWest Bank, which had a dramatic impact on the scale and reach of the company, and is providing a great opportunity for future revenue growth. In the first quarter we successfully completed our core system conversion and while there remains significant additional work to be done to complete the full integration of the two companies and achieve the expected operating synergies, we are exceptionally pleased with the progress we have made. Importantly while we continue to successfully execute on our integration plan through the hard work of our employees throughout the Company we're also successfully executing on our strategies and…

Thanks Mark. As you heard in Mark’s comments, inside our press release the credit metrics of Banner’s loan portfolio remains sound and continue to support our goal of a loan portfolio with a moderate risk profile. Before turning to some specific remarks about the portfolio let me say that the integration of the AmericanWest portfolio is progressing smoothly. Loan quality is as we thought it would be and the cultures are emerging well. Now for my more specific remarks, Banner’s outstanding loan shrank 1.8% during the quarter because of the planned sale of multifamily loans originated by AmericanWest specialty lending group during 2015 and the expected seasonal pay down of agricultural production loans. Excluding the impact of multifamily portfolio loan sales and seasonal pay downs of agricultural loans, portfolio grew $101 million or 5.8% on an annualized basis during the first quarter. Loan segments’ with significant growth during the quarter were as follows. Commercial construction grew by $15.6 million or 22%. This was driven by both the funding of existing commitments and the addition of new commitments across our five state footprint. Multifamily construction loans were up $16 million or 25%. Growth came principally from funding existing commitments. We continue to see excellent lease up activity on loans in this portfolio segment as they come to market. We monitor the apartment markets closely for signs of slowing lease activity. More modest growth occurred in the residential construction portfolio 7% and the residential land portfolio of 13% that when combined are $440 million or 6% of the total loan portfolio. Activity was centered in the Metropolitan Seattle and Portland markets with totals also being added in Utah and Northern California. All of these markets remain imbalanced. The loan portfolio remains very well diversified by loan type and geography and is very…

Thank you, Rick and good morning everyone. As Mark has noted and reported in our earnings release Banner Corporation’s strong first quarter operating results reflect continued successful execution on our strategic initiatives, including the significant benefits from the acquisition and further progress on the integration of AmericanWest Bank. And of course compared to the same quarter a year earlier, the March 2015 acquisition of Siuslaw Bank also materially added to the operating results for the Company. In large part due to those transactions but also reflecting continued organic growth, our financial performance in the current quarter was driven by significant revenue growth, compared to the first quarter a year ago as a result of substantial increase in the average earning asset balances and compared to the immediately preceding quarter by a meaningful expansion of our net interest margin. In fact as noted in the press release, the net interest margin increased compared to the fourth quarter was a significant highlight of the first quarter and an encouraging start to 2016. Similar to previous periods fully appreciating Banner's core operating results for all three quarters requires a clear understanding of the impact of the merger and acquisition related expenses as well as the valuation adjustments for certain financial instruments that we carry at fair value which also flow through our income statement and win material gains and losses on the sale of investment securities. For the first quarter of 2015, Banner reported net income of $17.8 million or $0.52 per diluted share. This amount was net of $6.8 million of acquisition related expenses and some inconsequential fair value and securities gains which net of related tax benefits reduced earnings for the quarter by $0.13 per diluted share. By comparison, acquisition related expenses were $18.4 million in the fourth quarter while fair…

Thank you, Lloyd and Rick for your comments. That concludes our prepared remarks and Amy we will now open the call and welcome your questions.

Thank you. [Operator Instructions] Our first question is from Jeff Rulis of D.A. Davidson.

On the cost side maybe Lloyd on the merger cost the 6.8 million, could you break that out in terms of I am assuming most was in salaries and occupancy by category?

It is significantly related to compensation and exit expenses on various locations and leases and still some significant amount of consulting and data processing conversion expenses as well, so a mix of the three. And let me anticipate your next question which is how much is left because as I noted, we came in a little lite to our expectation in the quarter. We think we probably have $3 million to $5 million left that will most likely come in, in the second quarter of this year. And the reason for the delay principally relates to the triggering events for recognizing exit costs as on leased properties and termination of certain systems.

And then turning to the more of the core expenses and to the kind of expense guidance of obtaining that 75% of the 37.5 million on the cost saves, I guess how far along are you in and what if any have you already recognized in terms of savings or what's left whichever piece you want to give?

Right so, well we've recognized some is evident by the decline in the core operating expense compared to the prior quarter, but as I noted we actually didn't complete the conversion until midway through February. So we were still paying for systems, duplicate systems platforms and locations and staffing really through the end of the quarter. So there is some, there are reasons to be optimistic looking forward that we will see continue reduction and benefit from the integration in terms of lower operating expenses probably something in the neighborhood of $2 million to $2.5 million of expenses in the current quarter that should go away as a result of the consolidations principally.

So you're getting closer to a $75 million run rate on a quarterly basis?

Yes, I think that's right and we're going to strive to do better than that but something in that neighborhood certainly for the next quarter or two.

Okay. And then just the other question on the multifamily loans sales two parts, one if you could just address the risk management were those identified as regions to exit that for a credit purposes and then the second is I guess do you have other budgeted or planned going forward?

Im going to let Rick address the credit issue here for you Jeff but that production unit we do have expectations that that production unit will continue to contribute going forward and our expectation is it would be a little bit stronger contribution than what was made in the current quarter. So mortgage banking revenue is looking forward should continue to be pretty strong. Rick do you want to address the credit question here on the multifamily?

Yes, sir my pleasure to do that Lloyd. Jeff it definitely was a credit quality risk management play by selling the loans the product that that unit produces is not the top tier multifamily product and we certainly feel that over the long run through the next credit cycle that there may be outsized loan problems in that loan category so we took a proactive approach to risk management and sold them out of the portfolio.

And Jeff this is Mark. Let me just follow that up with saying part of this obviously we've said has been a macro risk profile management for the organization and we've said we wanted our multifamily to not be more than 5% of the overall loan book and that's kind of where we are guiding to that being said our production unit that we have they came over from AmericanWest is very important to us and an important source of revenue for the Company.

And Mark what's the current percentage of multifamily?

We’re running at about 4% just north of 4%.

Okay, so going forward it is sort of managed at that number and then sell any production?

Yes I think that's a general direction, yes.

Okay.

And by the way I mean let’s be perfectly candid and say that is also a very competitive space with some lower yields right now so.

The next question is from Matthew Clark of Piper Jaffray.

Maybe first on the fee waivers it's good that you quantify that for us. Just curious is it fair to assume with the conversion complete that we'll see some relief or see some -- see those fee waivers -- see those related fees, you know, step back up here in the coming quarter?

Well Matthew this is Lloyd. As I indicated it was about a quarter of a million dollars of the reduction that we were specifically as a result of waivers that's associated with the conversion activity. And then as I noted there is also a decision that we made around certain products that we changed the fee structure reducing the fee structure was the expectation that that would encourage growth in core deposits and ultimately incremental income out of activity based fees interchange revenues if you will as well as in incremental revenue from just growing at a faster pace but that latter $250,000 is something that will take some time to replace.

Yes.

Matthew this is Mark. It's still too preliminary to say whether this strategy has been effective for us but we are encouraged by what we're seeing in terms of client acquisition in the legacy AmericanWest branches so -- and we think the product changes have been well received by the marketplace and we’re hopeful overtime that it's going to -- it will return to deposit fee income growth for the Company.

And then one final point Matthew of course is that the first quarter is always the strongest quarter for deposit fee revenues and there is a seasonal impact that comes into play in the first quarter.

Yes.

And so all of those things contributed to the decline but as I noted a significant increase year-over-year is a result of the much larger core deposit activity.

Okay. Just switching gears a little bit to the net recoveries that you guys had been enjoying. Just want to get a better sense of the pipeline of potential recoveries still to come and your expectation for net charge-offs to be maybe still in a net recovery position here for a few more quarters?

Well our guys have been working the charged off loan portfolio very hard for over the last two or three years post recession and it's safe to say that the further we get into the recovery the harder it's going to be to maintain recoveries that will cover charge-offs completely there still is some runway in front of us, but that runway is very lumpy and it's hard to project exactly when those recoveries are going to occur.

Okay. And then I guess on your total assets being down I think 1% linked quarter, it looks like that may give you some flexibility to stay under 10 billion by the end of this year, just curious on your updated thoughts on the strategy there?

Well that is our updated thought on the strategy, so we as I noted the decline in the funding liabilities was in time certificates and brokered CDs. The reduction in the multifamily and some reduction in the securities area cash and securities area on the asset side, we finished the quarter what was it 9.75 billion and we're fairly optimistic that without slowing down our organic growth of core deposits, we still will be able to manage ourselves below the $10 billion level at the end of this year and that's the current strategy as we look out. And the only thing that would cause that not to work would be exceptionally strong core deposit growth which is a good thing, I guess, over a longer period of time. But we do think we can stay under 10 for another year.

And then just maybe on the margins. Obviously, up probably more than most would've expected. Just curious what your thoughts are. And kind of the redeployment of excess liquidity and loan to deposit ratio down at 91%, just the ability to kind of mitigate the loan yield pressure here going forward?

Well, there is a whole lot of things at play in the margin there so first and foremost as I noted and as you've noted there is still pressure on long-term asset yields and there still are certain assets that are carrying yields above current market. The $139 million of multifamily that we sold had a below average portfolio yield and so that helped the margin during the quarter and the short quarter actually helps the annualization a little bit and then finally there is the fairly significant wildcard of what is the Federal Reserve going to do, we did as expected see that for us and I suspect for everybody in the industry that the first 25 basis point move from the Fed did not translate into higher deposit cost, but you have to believe at some point in time if they keep increasing rates that will happen as well. So long way of saying, there's always pressure on the margin, we've done a remarkably good job of keeping it around at 4% level. The current quarter was a pleasant result maybe a little stronger than we expected.

Yes, okay. And then just maybe last one. I'm curious what the rate -- your weighted average rate on new production was this quarter versus last?

We don’t have a statistic on that specifically, Matthew I don't think it was meaningfully different from what it was the prior quarter particularly if you get into term financing as opposed to things that are tied to the frontend of the curve, so production in general rates on new loans in general continue to be somewhat below the average portfolio yield. So as I said pressure on the margin loan is a constant in this interest rate environment.

The next question is from Paul Miller at FBR.

This is Tim Hayes for Paul Miller. Thanks for taking my question. Just to touch on provisions again quickly, obviously the timing and magnitude is uncertain. But when you do start to start taking some provision expenses, do you have a certain reserve level that you have in mind that you are looking to maintain? Or I know it's going to be a function of growth, but is there just some type of level you are looking at to maintain?

This is Rick Barton again. As we've said in the past, we don't want to see the combined ALLL and net credit mark remaining fall below 150.

Our next question is from Don Worthington at Raymond James.

Just curious in terms of the shift from interest-bearing checking to non-interest-bearing DDA. What was the impact on the cost of funds?

This is Lloyd. The impact was pretty minimal because those accounts were only paying about 5 basis points which is the reason that we were able to make out adjustment of course is that we offered a better product in terms of noninterest features than the account we were switching them out of but going forward that should have a very positive impact on the margin particularly if rates should continue to rise short term rise and when the deposit rates start moving up having an additional $400 million that are no longer interest sensitive is a good thing.

And then in terms of the deposits from AmericanWest, are you seeing any attrition there or is that holding up pretty well?

There is a little bit of attrition in the interest sensitive portions of the portfolio but for the most part it's going well and as Mark pointed out we’re actually seeing some pretty good new account opening in those branches.

The next question is from Russell Gunther of Macquarie.

Just first, if I could follow-up on the expense conversation you guys have pointed to that 37.5 million of cost saves. Could you just quantify for us how much of that was recognized in this quarter?

Boy that's a good question and I don’t have a good answer for it Russ so I apologize I would suggest it probably have achieved the 25% to 30% of the run rate cost savings in the current quarter that we were expecting.

Okay, directionally that's helpful. And then…yes?

So all right said differently we expected to get about that target level hitting the run rate in the fourth quarter.

Right.

So that's the way we’re looking at it.

And so that 37.5 million number is still unchanged it just showed up a little earlier than maybe I expected?

Yes.

And then just circling back to the margin, could you parse for us what the contribution to the core NIM was from the December rate hike versus the mix shift in loans and securities?

No.

Okay.

As I said there is just a whole lot of moving parts that go on in the margin, so I think that I think you could probably attribute about 8 basis points of increased loan yield as a result of that change in rate hike. And the rest of it is all the other moving parts that contribute to the margin.

And I wanted to just follow-up, if I could, just a modeling geography question. But the gain on sale of the multifamily loans, that's in that mortgage banking line and that's where we should see it going forward?

That's correct we -- unless we at some in time decided to split it into a separate line on the face of the income statement it will be included with mortgage banking revenues.

Okay. And then…

So really it is a mortgage banking unit that's really what it is it just happens to -- their mortgage is around multifamily as opposed to 1 to 4.

And then I guess with the updated strategy to remain below 10 billion through 2016, just remind me does that push the revenue impact from Durbin into the back half of 2018 now?

That is correct.

Okay. And then my last question is as it relates to capital, you guys still are around 11% PCE. Give us a sense, if you could, for your priorities this year. I know you have a lot to do with regard to integrating recent deals. But is M&A sort of front of the line, given we're kind of toeing the 10 billion line? Or how are you thinking about that? I know you raised the dividend this quarter, but maybe just update us on your thoughts?

And Russell this is Mark. Our capital deployment strategy hasn’t changed overtime our first and foremost use of capital is going to be reinvestment in the franchise. The second is obviously having a strong core dividend that has a payout ratio of between 30% and 35% also then would be M&A capital deployment and then depending on what the utilization of capital looks like and how much capital we are actually continuing to generate we would look then for either special dividends or share repurchase and as you know in the quarter we did renew our share repurchase plan.

Yes, okay. And then just a quick follow-up there, so would -- if would the right transaction to come along, is that something that you would consider in 2016? Or do you think you have your hands full with the current integration?

I think the early indicator is that this integration has gone very successfully so should be an opportunity to present itself that is certainly a strategy for us.

The next question is from Jackie Chimera at KBW.

As I think about the multifamily loan sales in future quarters, I am assuming that -- I know that the originations have been since the deal, but we've had two quarters since the deal closed. So how much of that was originated in the current quarter? And then what are kind of your expectations for originations on a go-forward basis in that line item?

Well Jackie this is Lloyd. I think the origination of that was somewhat spread out but it's important to point out that similar to most mortgage banking operations and maybe a little more so because of the integration effort here. Their production was a little slow in the fourth quarter and so it ramped up in the first quarter and as I have noted earlier we would expect a higher level of gain associated with that production going forward in the 725,000 that we recognized in the current quarter. Historically, they were able to produce in the neighborhood of $25 million to $30 million a month and we're optimistic that that will continue.

Okay. And where are they running in regards to the 25 million to 30 million? Historically, where are they running at in, say, if you have it, in March maybe?

I don't have that number. I apologize, Peter do you...?

It is about 25.

It is about 25 million of production in March.

Okay. So we are pretty much almost there. And would that number be increased at all? Because I'm assuming that's a legacy AmericanWest number and now that you have the combined franchise is there's a possibility that production could pick up because you have more people that are able to do it? Or is it just very specialized and there wouldn't be any increase from there?

No, it is a specialty unit it, the merger was not additive to that process, that unit was additive to us but Banner didn’t bring anything that would significantly increase that production from what they historically were doing?

And then just lastly, as you start to think about provisioning and obviously keeping the reserve ratio at the 150 level you discussed, does any of that have to do with changes in the local economic conditions? Or any loan segments that you are planning to grow that might shift how the reserve is done? Or is it all just purely loan growth and it's not really driven by changing economic factors?

Jackie, this is Rick. In my mind, there are four factors which really drive the provisioning equation, one and two you've already identified which is the pace of loan growth and the mix of that growth, but also impacting it is the rate of migration of loans out of the acquired portfolios and it being accounted for in the ALLL instead of being covered by the purchase accounting mark. And then the final factor is, are any risk rating changes if they should occur in the existing portfolio.

And have any of the -- has the fourth factor changed at all?

No, it has not.

Are there any areas of the economy that you are looking at that you are feeling more cautious or you might be looking to -- obviously, you have very strong underwriting standards, but anything that you might look to tighten even further?

Well, I don't think I am looking at anything that we would be tightening further from our existing underwriting standards, but in terms of things that we keep a wary eye on one would be agriculture because of the pressure on commodity prices, another would be the multifamily market and the pace of new loan production there. And the third would residential construction because of the very robust recovery in many markets.

And has your view on any of those three loan segments changed over the last three months?

No, it has not.

Jackie, this is Mark, it's also important to note that we don't participate aggressively in leveraged transactions or shared national credits or the energy segment, so that brings you back to what Rick views are on the overall portfolio.

And I obviously, Mark, you run a very conservative shop. So I was just curious on kind of how you are testing the market and what you're seeing. Thank you very much for the added color.

Thank you, Jackie.

We have another question. Do you think you have time for it?

Sure.

And we have a question from Jeff Rulis at D.A. Davidson.

All right I shall be quick. The OREO reduction was significant. Was that a sale of fair value adjustment or what was the decline there?

Jeff this is Rick again the big driver was sale of 2 or 3 very significant REO parcels that came over in the AmericanWest acquisition. They had been working it very higher and their efforts came to fruition during the first quarter.

And then one quick last one, just the rationale behind withdrawing the S-1 or the request to withdraw the S-1 in favor of the S-3, does that just provide more flexibility?

Yes Jeff and so that's exactly right effective April 1 we were eligible to file an under a universal shelf S-3 filing again, the S1 is one that needs to be continually updated to be effective and so just the passage of time that allowed us to change the vehicle there.

This concludes our question-and-answer session. I would like to turn the conference back over to Mark Grescovich for any closing remarks.

Thanks, Amy. As I stated we are pleased with our solid first quarter 2016 performance and see it as evidence that we’re making substantial and sustainable progress on our disciplined strategic plan to build shareholder value by executing on our super community bank model by growing market share, strengthening our deposit franchise, improving our core operating performance, maintaining a moderate risk profile, and prudently deploying excess capital. I would like to thank all my colleagues who are driving this solid performance for our Company. Thank you for your interest in Banner and for joining our call today. And we look forward to reporting our results to you again in the future. Have a good day everyone.

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.