APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

* The registrant's Registration Statement on Form S-1 was declared effective on August 12, 2003. As of September 30, 2003, the registrant had conducted no business except the offering of shares in connection with its subsidiary financial institution's, Rainier Pacific Savings Bank, conversion from mutual to stock form. As of October 20, 2003, the registrant had 8,442,840 outstanding shares of common stock.

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The accompanying notes are an integral part of these financial statements.

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The accompanying notes are an integral part of these financial statements.

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The consolidated financial statements presented in this quarterly report include the accounts of Rainier Pacific Savings Bank and its wholly-owned subsidiary, Support Systems, Inc. The financial statements of Rainier Pacific Savings Bank and Subsidiary (the "Bank") have been prepared in conformity with accounting principles generally accepted in the United States of America for interim financial information and predominant practices followed by the financial services industry, and are unaudited. All significant intercompany transactions and balances have been eliminated. In the opinion of the Bank's management, all adjustments consisting of normal recurring accruals necessary for a fair presentation of the financial condition and results of operations for the interim periods included herein have been made. The consolidated statement of financial condition of the Bank as of December 31, 2002 has been derived from the audited consolidated statement of financial condition of the Bank as of tha t date. The results of operations for the three-months and nine-months ended September 30, 2003 are not necessarily indicative of the results to be anticipated for the year ending December 31, 2003.

Certain information and note disclosures normally included in the Bank's annual financial statements have been condensed or omitted. Therefore, these consolidated financial statements and notes thereto should be read in conjunction with a reading of the financial statements and notes included in the Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission (File Number 333-106349) , as amended, initially filed on June 20, 2003, and declared effective on August 12, 2003 ("Registration Statement"). Certain amounts in the 2002 financial statements have been reclassified to conform to the 2003 presentation.

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Changes in these estimates and assumptions are considered reasonably possible and may have a material impact on the consolidated financial statements and thus actual results could differ from the amounts reported and disclosed herein. The Bank considers the allowance for loan losses to be a critical accounting estimate.

Material estimates that are particularly susceptible to significant changes relate to the determination of the allowance for loan losses, deferred income taxes, and the valuation of real estate or other collateral acquired in connection with foreclosures or in satisfaction of loans. In connection with the determination of the allowance for loan losses and the valuation of foreclosed or repossessed assets held-for-sale, management obtains independent appraisals for significant properties. At September 30, 2003, there were no material changes in the Company's significant accounting policies or critical accounting estimates from those disclosed in the Company's Registration Statement.

Upon conversion, the legal existence of the Bank did not terminate and the stock savings bank is a continuation of the mutual bank. The stock bank has, holds, and enjoys the same in its own right as fully and to the same extent as the same was possessed, held, and enjoyed by the mutual bank. The stock savings bank continues to have and succeeds to all the rights, obligations, and relations of the mutual bank.

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In connection with the conversion, the Bank has established a liquidation account in an amount equal to its total net worth as of the latest statement of financial condition appearing in the Registration Statement. The liquidation account will be maintained for the benefit of eligible depositors who continue to maintain their accounts at the Bank after the conversion. The liquidation account will be reduced annually to the extent that eligible depositors have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder's interest in the liquidation account. In the event of a complete liquidation, each eligible depositor will be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for accounts then held. The liquidation account balance is not available for payment of dividends.

In connection with the Bank's commitment to its community and pursuant to the plan of conversion, the Company established a charitable foundation, the Rainier Pacific Foundation ("Foundation"), as part of the conversion. In connection with the consummation of the conversion, the Company pledged to donate to the Foundation cash and a number of authorized but unissued shares of common stock in an aggregate amount equal to 8% of the value of the shares of common stock sold in the conversion. On October 20, 2003, the Company donated 507,840 shares in common stock to the Foundation, and in the fourth quarter of 2003 will recognize an expense of $6,348,000 which is equal to the value of the stock at its issuance price of $10.00 per share and the cash pledged to the Foundation. This expense will reduce the Company's earnings and is anticipated result in a loss for the fourth quarter and the year.

        This report contains certain "forward-looking statements" that may be identified by the use of words such as "believe," "expect," "anticipate," "should," "planned," "estimated," and "potential." Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operations and business that are subject to various factors which could cause actual results to differ materially from these estimates, and most other statements that are not historical in nature. These factors include, but are not limited to: general and local economic conditions; changes in interest rates; deposit flows; demand for mortgage, commercial, and other loans; real estate values; competition; changes in accounting principles, policies or guidelines; changes in legislation or regulation; and other economic, competitive, governmental, regulatory, and technological factors affecting our operations and the pricing of our produ cts and services.

        General. Deposits increased $355.5 million to $645.0 million at September 30, 2003 from $289.5 million at December 31, 2002. Almost all of the deposit growth was generated through out of state depositor activity related to the Bank's filing of an application to convert from mutual to stock form, and funds deposited into the Bank during the third quarter as a result of the common stock subscription offering that commenced on August 22, 2003. In response to the increase in deposits related to the conversion, and growth within our underlying core business, assets increased $367.6 million, or 73.6%, to $867.1 million at September 30, 2003 from $499.5 million at December 31, 2002. Asset growth was comprised of $75.7 million in our net loan portfolio, $119.9 million in investment securities (including mortgage-backed securities), and $164.3 million in cash and interest-bearing deposits. The increase in total assets was funded by a $356.0 million increase in de posits and an $8.8 million increase in borrowed funds from the Federal Home Loan Bank of Seattle.

        Assets. Throughout the nine months ended September 30, 2003, interest rates remained near historically low levels, and many of the Bank's customers continued to refinance their higher-rate real estate related loans. Our net loan portfolio increased $75.7 million, or 21.0%, to $436.0 million at September 30, 2003 from $360.3 million at December 31, 2002, which was primarily attributable to increases in the real estate loan portfolio. The largest contributors were one-to-four family residential loans which increased $38.8 million, or 44.2%, to $126.6 million from $87.8 million, and nonresidential real estate loans which increased $22.6 million, or 37.6%, to $82.7 million from $60.1 million. Multi-family real estate loans also increased $14.7 million to $89.8 million from $75.1 million, and real estate construction loans increased $7.6 million to $8.4 million from $792,000. These increases in the portfolio were partially offset by a decline in home equit y and consumer loans of $6.4 million, or 4.5%, to $135.0 million from $141.4 million at December 31, 2002.

        The increase in total loans outstanding was accompanied by an increase of $1.4 million, or 23.0%, in the allowance for loan losses to $7.5 million at September 30, 2003 from $6.1 million at December 31, 2002. This increase resulted in the allowance for loan losses as a percentage of total loans increasing to 1.70% at September 30, 2003 compared to 1.66% at December 31, 2002.

        The investment securities portfolio (including mortgage-backed securities) increased $119.9 million, or 117.6%, to $221.9 million at September 30, 2003 from $102.0 million at December 31, 2002. The increase was primarily attributable to a $55.6 million increase in mortgage-backed securities to $108.0 million from $52.4 million, a $14.6 million increase in corporate bonds to $17.9 million from $3.3 million, and an increase in bank trust preferred securities of $8.7 million to $18.7 million from $10.0 million. The Bank also purchased $1.3 million in municipal obligations, which comprised $12.8 million of the investment securities portfolio as of September 30, 2003. U.S. Government agency securities also increased $28.3 million, and totaled $64.7 million at September 30, 2003 from $36.4 million at December 31, 2002.

        Fixed assets did not substantially increase from December 31, 2002 to September 30, 2003. However, work on our downtown Tacoma building project and our technology initiative are progressing. As of September 30, 2003, the costs that have been capitalized that are associated with the building project and the technology initiative were $2.8 million and $5.3 million, respectively, reflecting an increase of $600,000 for the building project and $1.9 million for the technology initiative from December 31, 2002. The construction-in-progress amount for the building project will accelerate in the fourth quarter as a result of the Bank's receipt of the necessary building permits and the commencement of the construction phase of the project.

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        Deposits. Total deposits increased $355.5 million, or 122.8%, to $645.0 million at September 30, 2003 from $289.5 million at December 31, 2002. The Bank's deposit growth primarily resulted from increased deposits from out of state depositors seeking subscription rights and the influx of subscription offering deposits in connection with the Bank's mutual-to-stock conversion. These deposits led to an increase in interest-bearing deposits of $348.6 million to $613.4 million from $264.8 million, and in non-interest-bearing deposits of $6.9 million, to $31.6 million from $24.7 million at year end.

        In addition to segregating deposits between interest-bearing and non-interest-bearing, we measure deposits in two other categories: core and non-core. Core deposits are defined by us as savings accounts, interest-bearing and non-interest-bearing checking accounts, money market accounts, and individual retirement accounts. Non-core deposits are defined as certificates of deposit. We consider core deposits as essential to maintaining a favorab