SecProbe.io

Mail Stop 4720        April 3, 2017

Lloyd W. Baker
Chief Financial Officer
Banner Corporation
10 South First Avenue
Walla Walla, Washington 99362

Re: Banner Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2016
Filed February 27, 2017
File No. 000 -26584

Dear Mr. Baker :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If  you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2016

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Executive Overview

Non-GAAP financial measures, page 40

1. We note on page 42 that you add the net loan discount on acquire loans to the allowance
for loan losses and to loans receivable.   Please address the following:

 Tell us why adding the net loan discount on acquired loans to the allowance for loan
losses provides useful information to investors in evaluating the risks of credit losses
in the loan portfolio;

Lloyd W. Baker
Banner Corporation
April 3, 2017
Page 2

  Tell us how you considered prepayment risk in the loan portfolio with the addition of
the net loan discount on acquired loans t o the allowance for loan losses;

 Tell us the nature, amount and how you determined the components of the net loan
discount on acqu ired loans; and

 Tell us how you considered Question 100.04 of the Compliance &  Disclosure
Interpretations issued on May 17, 2016 since GAAP requires that the net loan
discount be accreted to interest income over the remaining life of the loan and
therefore adding the net loan discount to the allowance for loan losses would appear
to represent a tailored accounting principle.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Chris Harley  at (202) 551 -3695  or me at (202) 551 -3368  with any
questions.

Sincerely,

 /s/ Michelle Miller

Michelle Miller
Staff Accountant
Office of Financial Services