b122531615.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING
 
 
(Check One): [X] Form 10-K [  ] Form 11-K [  ]  Form 10-Q [  ]  Form N-SAR
 
For Period Ended:  December 31, 2014
 
o           Transition Report on Form 10-K
 
o           Transition Report on Form 20-F
  o           Transition Report on Form 11-K 
  o           Transition Report on Form 10-Q 
  o           Transition Report on Form N-SAR 
  For the Transition Period Ended: ____________________________________________ 
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 

PART I -- REGISTRANT INFORMATION

Banner Corporation                
Full Name of Registrant

not applicable 
Former Name if Applicable

10 South First Avenue       
Address of Principal Executive Office (Street and Number)

Walla Walla, Washington 99362
City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.  (Check box if appropriate)
 
 
 
(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
[    ] 
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 

 
 
 
 
 
PART III – NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

This is Banner’s first Annual Report on Form 10-K as a large accelerated filer and the Registrant was delayed in recognizing the change in status from an accelerated filer to a large accelerated filer, and, accordingly did not submit its Form 10-K within the shortened time period for large accelerated filers.  The Registrant’s Form 10-K is being filed the same date as this Form 12b-25.

PART IV -- OTHER INFORMATION

(1)           Name and telephone number of person to contact in regard to this notification
 
 Lloyd W. Baker   509   527-3636
  (Name)        (Area Code)      (Telephone Number) 
 
                                    
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If answer is no, identify report(s). [X]  Yes [  ]  No
 

(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?       
[  ] Yes          [X] No


If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.




BANNER CORPORATION.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date             March 16, 2015                    
By /s/Lloyd W. Baker                                    
 
      Lloyd W. Baker
 
     Chief Financial Officer