What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-23 compared with 2020-02-21 · 39 added, 16 removed, 105 unchanged (34% of the section changed)

4 unchanged sentences

The following table provides information about repurchases of common stock by the Company during the quarter ended December 31, 2020:

Total Number of Common Shares Purchased

Average Price Paid per Common Share

Total Number of Shares Purchased as Part of Publicly Announced Plan

Maximum Number of Remaining Shares that May be Purchased at Period End under the Board Authorization

Period Total Number of Common Shares Purchased Average Price Paid per Common Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Remaining Shares that May be Purchased at Period End under the Board Authorization

October 1, 2020 - October 31, 2020 50 $ 38.68 — —

2 unchanged sentences

Total for quarter 106 $ 41.90 — 1,757,781

On March 27, 2019, the Company announced that its Board of Directors had renewed its authorization to repurchase up to 5% of the Company's common stock, or 1,757,637 of the Company's outstanding shares.

On March 27, 2019, the Company announced that its Board of Directors had authorized the repurchase up to 5% of the Company’s common stock, or 1,757,637 of the Company’s outstanding shares.

During the year ended December 31, 2020, the Company repurchased 624,780 shares under the 2019 stock repurchase authorization prior to its expiration on March 27, 2020.

On December 21, 2020, the Company announced that its Board of Directors had authorized the repurchase up to 1,757,781 shares of the Company’s common stock (which was equivalent to 5% of the Company’s common stock).

Under the authorization, shares may be repurchased by the Company in open market purchases.

No shares were repurchased under this authorization during the fourth quarter of 2020.

The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations.

During the year ended December 31, 2019, the Company repurchased 1,000,000 shares under the 2019 stock repurchase authorization, leaving 757,637 shares available under this authorization for future repurchase.

None of the shares repurchased during 2019 were repurchased during the fourth quarter of 2019.

In addition, 106 shares were surrendered by employees to satisfy tax withholding obligations upon the vesting of restricted stock grants in the fourth quarter of 2020.

5 unchanged sentences

Total return assumes the reinvestment of all dividends.

This year the stock performance graph reflects a change made by the Company in the peer group comparison index from the SNL $5 Billion to $10 Billion Asset Bank Index to the SNL>$10 Billion Asset Bank Index.

Management believes that the SNL>$10 Billion Asset Bank Index provides a better peer group comparison of financial institutions more comparable to the Company in asset size.

In accordance with Item 201(e) of the Regulation S-K of the Securities and Exchange Commission, which requires the inclusion of all new indexes and all indexes used in the immediately preceding year, this year the performance graph also includes a comparison of the cumulative return for the SNL $5 Billion to $10 Billion Asset Bank Index.

Index 12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20

Banner Corporation 100.00 123.60 126.39 126.45 137.86 120.58

1 unchanged sentence

SNL Bank >$10B 100.00 124.93 149.05 123.15 167.83 134.58

SNL Bank $5B-$10B

SNL Bank NASDAQ 100.00 138.65 145.97 123.04 154.47 132.56

3 unchanged sentences

The timing and amount of cash dividends paid on our common stock depends on our earnings, capital requirements, financial condition and other relevant factors, including required payments on our TPS, and is subject to the discretion of our Board of Directors.

As a result of continued solid earnings, levels of capital, asset quality and financial condition during 2019, we increased our regular quarterly dividend to $0.41 per share for the first quarter of 2019 with $0.41 per share for the second, third and fourth quarters of 2019 and also declared a special dividend of $1.00

in the fourth quarter 2019.

During 2020, we kept our regular quarterly dividend at $0.41 per share, although beginning in the second quarter of 2020, we moved the timing of the declaration and payment of our quarterly dividend back a few weeks to align with our quarterly earnings release.

There can be no assurance that we will pay dividends on our common stock in the future.

6 unchanged sentences

(In thousands) 2020 2019 2018 2017 2016

Total assets $ 15,031,623 $ 12,604,031 $ 11,871,317 $ 9,763,209 $ 9,793,688

Cash and securities (1)

4,003,469 2,121,022 2,168,535 1,473,608 1,353,583

Loans receivable, net 9,703,703 9,204,798 8,588,110 7,509,856 7,365,151

Deposits 12,567,296 10,048,641 9,477,048 8,183,431 8,121,414

Borrowings 451,759 687,778 773,275 194,769 255,101

Common shareholders’ equity 1,666,264 1,594,034 1,478,595 1,272,626 1,305,710

7 unchanged sentences

Net interest income before provision for loan losses

481,301 468,919 430,988 393,034 375,069

Provision for loan losses 64,316 10,000 8,500 8,000 6,030

Net interest income

416,985 458,919 422,488 385,034 369,039

Deposit fees and other service charges 34,384 46,632 48,074 43,452 41,911

1 unchanged sentence

Net change in valuation of financial instruments carried at fair value

(656) (208) 3,775 (2,844) (2,620)

All other non-interest income 13,307 13,302 10,801 23,712 11,382

Total non-interest income

REO operations expense (recoveries), net

98,616 81,941 83,993 85,200 76,225

REO operations, net (190) 303 804 (2,030) 175

All other non-interest expenses 373,338 357,425 340,567 321,000 315,449

Total non-interest expense

373,148 357,728 341,371 318,970 315,624

Income before provision for income tax expense

142,453 183,132 165,110 151,264 129,640

Provision for income tax expense 26,525 36,854 28,595 90,488 44,255

Net income $ 115,928 $ 146,278 $ 136,515 $ 60,776 $ 85,385

(footnotes follow)

1 unchanged sentence

At or For the Years Ended December 31

2020 2019 2018 2017 2016

Basic $ 3.29 $ 4.20 $ 4.16 $ 1.85 $ 2.52

Diluted 3.26 4.18 4.15 1.84 2.52

Common shareholders’ equity per share (2)

47.39 44.59 42.03 38.89 39.34

Common shareholders’ tangible equity per share (2)(9)

36.17 33.33 31.45 30.78 31.06

Cash dividends 1.23 2.64 1.96 2.00 0.88

2 unchanged sentences

As of December 31

2020 2019 2018 2017 2016

Full time equivalent employees 2,061 2,198 2,187 2,078 2,078

3 unchanged sentences

At or For the Years Ended December 31

2020 2019 2018 2017 2016

Performance Ratios:

Return on average assets (3)

0.83 % 1.22 % 1.29 % 0.60 % 0.87 %

Return on average common equity (4)

7.14 9.50 10.45 4.57 6.41

Average common equity to average assets 11.63 12.85 12.37 13.09 13.54

Interest rate spread (5)

3.84 4.27 4.40 4.23 4.19

Net interest margin (6)

3.79 4.30 4.43 4.24 4.20

Non-interest income to average assets 0.71 0.68 0.80 0.84 0.78

1 unchanged sentence

Efficiency ratio (7)

64.35 64.94 66.29 66.70 69.94

Average interest-earning assets to funding liabilities

104.61 106.09 106.09 105.69 105.84

Selected Financial Ratios:

Allowance for loan losses as a percent of total loans at end of period

Allowance for credit/loan losses as a percent of total loans at end of period (8)

1.69 1.08 1.11 1.17 1.15

Net (charge-offs) recoveries as a percent of average outstanding loans during the period

(0.05) (0.07) (0.01) (0.07) 0.03

Non-performing assets as a percent of total assets 0.24 0.32 0.16 0.28 0.35

Allowance for loan losses as a percent of non-performing loans (8)

Allowance for credit/loan losses as a percent of non-performing loans (8)(9)

469.70 253.95 616.36 329.38 380.87

Common shareholders’ tangible equity to tangible assets (10)

8.69 9.77 9.62 10.61 10.83

Consolidated Capital Ratios:

10 unchanged sentences

(7) Non-interest expenses divided by the total of net interest income before loan losses and non-interest income.

(8) The allowance for credit losses - loans as a percentage of loans and as a percentage of non-performing assets for 2020 reflects the adoption of Financial Instruments - Credit Losses (ASC 326) on January 1, 2020.

(9) Non-performing loans consist of nonaccrual and 90 days past due loans still accruing interest.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity