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SEC Company Response from BANNER CORP (BANR) (CIK 0000946673) (BANR) — Jun 4, 2014

BANNER CORP (BANR) (CIK 0000946673)
Date: June 4, 2014 · CIK: 0000946673 · Accession: 0000946673-14-000006

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File numbers found in text: 000-26584

Referenced dates: May 20, 2014

Date
May 21, 2014
Author
/s/William Jenkins, SVP Controller, for
Form
CORRESP
Company
BANNER CORP (BANR) (CIK 0000946673)

Letter

Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 31, 2013 Filed March 26, 2014 File No. 000-26584

Re: Banner Corporation

Dear Mr. Irving:

We are in receipt of your letter dated May 20, 2014 regarding our Form 10-K filed on March 4, 2014 and the subsequent amendment filed on Form 10-K/A on March 25, 2014. You note correctly that the Exhibit 32 certification inadvertently omitted the conformed signatures of the principal executive and financial officers of Banner Corporation. When this came to our attention we filed an amendment to Form 10-K. That amendment on Form 10-K/A included an explanatory note and updated and signed Exhibits 31.1, 31.2 and 32, but did not include the entire periodic report as we were interpreting Rule 12b-15 that that information was not required. Per your instruction, we will file a full and complete amendment immediately and will ensure that Exhibits 31 and 32 are updated, signed and refer to the Form 10-K/A.

Further, we acknowledge that:

•

Banner Corporation is responsible for the adequacy and accuracy of the disclosure in the filing;

•

staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact me at (509) 526-8896 or by email at lbaker@bannerbank.com if you have further questions regarding our filings.

Sincerely,
/s/William Jenkins, SVP Controller, for

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CORRESP
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		SEC Comment Letter 05-20-2014 RESPONSE

 May 21, 2014

Mr. David S. Irving

Reviewing Accountant

U.S. Securities and Exchange Commission

Washington, D.C.  20549

Re:    Banner Corporation

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed March 4, 2014

Amendment No. 1 to Form 10-K for the Fiscal Year Ended

December 31, 2013

Filed March 26, 2014

File No. 000-26584

Dear Mr. Irving:

We are in receipt of your letter dated May 20, 2014 regarding our Form 10-K filed on March 4, 2014 and the subsequent amendment filed on Form 10-K/A on March 25, 2014.  You note correctly that the Exhibit 32 certification inadvertently omitted the conformed signatures of the principal executive and financial officers of Banner Corporation.  When this came to our attention we filed an amendment to Form 10-K.  That amendment on Form 10-K/A included an explanatory note and updated and signed Exhibits 31.1, 31.2 and 32, but did not include the entire periodic report as we were interpreting Rule 12b-15 that that information was not required.  Per your instruction, we will file a full and complete amendment immediately and will ensure that Exhibits 31 and 32 are updated, signed and refer to the Form 10-K/A.

Further, we acknowledge that:

•

 Banner Corporation is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

You may contact me at (509) 526-8896 or by email at lbaker@bannerbank.com if you have further questions regarding our filings.

Sincerely,

/s/William Jenkins, SVP Controller, for

Lloyd W. Baker

Executive Vice President

Chief Financial Officer

10 South First Avenue ● P.O. Box 907 ● Walla Walla, WA 99362-0265

509-527-3636 ● Fax:  509-526-8891 ● www.bannerbank.com ● Member FDIC