Golden West Financial (GDW) 10-Q 2005 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended September 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-4629

GOLDEN WEST FINANCIAL CORPORATION

Incorporated Pursuant to the Laws of Delaware State

IRS – Employer Identification No. 95-2080059

1901 Harrison Street, Oakland, California 94612

(510) 446-3420

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx   No¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yesx   No¨

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).

Yes¨   Nox

The number of shares outstanding of the registrant’s common stock as of October 31, 2005:

Common Stock — 307,038,526 shares.

GOLDEN WEST FINANCIAL CORPORATION

TABLE OF CONTENTS

	Page No.
INDEX OF TABLES	2
Forward Looking Statements	3
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Financial Condition – September 30, 2005 and 2004 and December 31, 2004	4
Consolidated Statement of Net Earnings – For the three and nine months ended September 30, 2005 and 2004	5
Consolidated Statement of Cash Flows – For the three and nine months ended September 30, 2005 and 2004	6
Consolidated Statement of Stockholders’ Equity – For the nine months ended September 30, 2005 and 2004	8
Notes to Consolidated Financial Statements – Accounting Policies	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Overview	12
Financial Highlights	14
Financial Condition	16
The Loan Portfolio	16
Securities Available for Sale	25
Other Assets	25
Deposits	26
Borrowings	27
Management of Risk	28
Management of Interest Rate Risk	28
Management of Credit Risk	33
Management of Other Risks	39
Results of Operations	41
Net Interest Income	41
Noninterest Income	44
General and Administrative Expenses	44
Taxes on Income	44
Liquidity and Capital Management	44
Off-Balance Sheet Arrangements and Contractual Obligations	48
Critical Accounting Policies and Uses of Estimates	48
New Accounting Pronouncements	48
Item 3. Quantitative and Qualitative Disclosures about Market Risk	49
Item 4. Controls and Procedures	49
PART II – OTHER INFORMATION
Item 6. Exhibits	50

1

INDEX OF TABLES

	Page
Selected Financial Data
Financial Highlights (Table 1)	14
Asset, Liability, and Equity Components as Percentages of the Total Balance Sheet (Table 2)	16
Selected Financial Results (Table 28)	41
Loan Portfolio
Balance of Loans Receivable and MBS by Component (Table 3)	17
Loan Originations and Repayments (Table 4)	17
Equity Lines of Credit and Fixed-Rate Second Mortgages (Table 5)	18
Net Deferred Loan Costs (Table 6)	19
Loan Originations by State (Table 7)	19
Loan Portfolio by State (September 30, 2005) (Table 8)	20
Loan Portfolio by State (September 30, 2004) (Table 9)	21
ARM Originations by Index (Table 10)	22
ARM Portfolio by Index (Table 11)	23
Balance of First Mortgages with Original and Current LTV Ratios Greater Than 80% (Table 22)	35
Balance of Mortgages with CLTV Ratios Greater Than 80% (Table 23)	36
Management of Credit Risk
First Mortgage Originations with LTVs or CLTVs Greater Than 80% (Table 21)	35
Nonperforming Assets and Troubled Debt Restructured (Table 24)	37
Nonperforming Assets by State (September 30, 2005) (Table 25)	37
Nonperforming Assets by State (September 30, 2004) (Table 26)	38
Changes in Allowance for Loan Losses (Table 27)	39
Asset / Liability Management
Relationship between Indexes and Short-Term Market Interest Rates and Expected Impact on Primary Spread (Table 15)	29
Summary of Key Indexes (Table 16)	30
Yield on Interest-Earning Assets, Cost of Funds, and Primary Spread (Table 17)	31
Average Primary Spread (Table 18)	31
Repricing of Earning Assets and Interest-Bearing Liabilities, Repricing Gaps, and Gap Ratios (Table 19)	32
Average Earning Assets and Interest-Bearing Liabilities (Three Months Ended September 30) (Table 29)	42
Average Earning Assets and Interest-Bearing Liabilities (Nine Months Ended September 30) (Table 30)	43
Deposits
Deposits (Table 14)	27
Borrowings
Maturities and Fair Value of the Interest Rate Swaps and the Related Hedged Senior Debt (Table 20)	33
Regulatory Capital
Regulatory Capital Ratios, Minimum Capital Requirements, and Well-Capitalized Capital Requirements (September 30, 2005) (Table 32)	47
Regulatory Capital Ratios, Minimum Capital Requirements, and Well-Capitalized Capital Requirements (September 30, 2004) (Table 33)	47
Other
Composition of Securities Available for Sale (Table 12)	25
Capitalized Mortgage Servicing Rights (Table 13)	26
Common Stock Repurchase Activity (Table 31)	46

2

Forward Looking Statements

This report may contain various forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include projections, statements of the plans and objectives of management for future operations, statements of future economic performance, assumptions underlying these statements, and other statements that are not statements of historical facts. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are beyond Golden West’s control. Should one or more of these risks, uncertainties or contingencies materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated. Among the key risk factors that may have a direct bearing on Golden West’s results of operations and financial condition are

• competitive practices in the financial services industries;

• operational and systems risks;

• general economic and capital market conditions, including fluctuations in interest rates;

• economic conditions in certain geographic areas; and

• the impact of current and future laws, governmental regulations and accounting and other rulings and guidelines affecting the financial services industry in general and Golden West’s operations in particular.

In addition, actual results may differ materially from the results discussed in any forward-looking statements.

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Golden West Financial Corporation

Consolidated Statement of Financial Condition

(Unaudited)

(Dollars in thousands)

	September 30 2005		December 31 2004		September 30 2004
Assets
Cash	$	326,443	$	292,421	$	283,776
Securities available for sale, at fair value		1,577,060		1,374,385		919,647
Purchased mortgage-backed securities available for sale, at fair value		12,634		14,438		15,915
Purchased mortgage-backed securities held to maturity, at cost		318,257		375,632		395,887
Mortgage-backed securities with recourse held to maturity, at cost		1,253,710		1,719,982		1,889,322
Loans receivable:
Loans held for sale		127,553		52,325		55,899
Loans held for investment less allowance for loan losses		114,801,293		100,506,854		94,259,118
Total Loans Receivable		114,928,846		100,559,179		94,315,017
Interest earned but uncollected		361,595		248,073		233,257
Investment in capital stock of Federal Home Loan Banks, at cost		1,797,533		1,563,276		1,484,560
Foreclosed real estate		8,828		11,461		8,815
Premises and equipment, net		401,713		391,523		378,769
Other assets		294,787		338,171		322,662
Total Assets	$	121,281,406	$	106,888,541	$	100,247,627
Liabilities and Stockholders’ Equity
Deposits	$	58,429,315	$	52,965,311	$	51,666,515
Advances from Federal Home Loan Banks		38,896,681		33,781,895		32,017,135
Securities sold under agreements to repurchase		5,150,000		3,900,000		3,650,179
Bank notes		2,488,983		2,709,895		869,154
Senior debt		6,705,316		5,291,840		3,997,707
Taxes on income		560,182		561,772		611,997
Other liabilities		780,460		402,952		544,153
Stockholders’ equity		8,270,469		7,274,876		6,890,787
Total Liabilities and Stockholders’ Equity	$	121,281,406	$	106,888,541	$	100,247,627

See notes to consolidated financial statements.

4

Golden West Financial Corporation

Consolidated Statement of Net Earnings

(Unaudited)

(Dollars in thousands except per share figures)

	Three Months Ended September 30				Nine Months Ended September 30
	2005		2004		2005		2004
Interest Income:
Interest on loans	$	1,575,068	$	1,025,021	$	4,246,023	$	2,835,482
Interest on mortgage-backed securities		22,448		28,843		71,022		104,578
Interest and dividends on investments		34,250		19,066		90,408		50,359
		1,631,766		1,072,930		4,407,453		2,990,419
Interest Expense:
Interest on deposits		421,513		243,669		1,084,860		679,023
Interest on advances		328,755		123,565		825,934		279,547
Interest on repurchase agreements		43,747		13,767		102,701		29,407
Interest on other borrowings		89,923		26,800		222,001		75,373
		883,938		407,801		2,235,496		1,063,350
Net Interest Income		747,828		665,129		2,171,957		1,927,069
Provision for loan losses		2,810		197		5,501		830
Net Interest Income after Provision for Loan Losses		745,018		664,932		2,166,456		1,926,239
Noninterest Income:
Fees		106,748		53,292		260,865		150,601
Gain on the sale of securities, MBS and loans		3,089		1,901		6,694		11,154
Other		19,597		16,412		56,573		50,804
		129,434		71,605		324,132		212,559
Noninterest Expense:
General and administrative:
Personnel		163,189		135,808		474,811		404,111
Occupancy		23,730		21,640		68,523		62,778
Technology and telecommunications		23,228		18,768		67,902		59,070
Deposit insurance		1,857		1,743		5,581		5,303
Advertising		4,361		7,979		18,946		18,458
Other		21,017		24,522		64,432		67,787
		237,382		210,460		700,195		617,507
Earnings before Taxes on Income		637,070		526,077		1,790,393		1,521,291
Taxes on income		254,830		201,299		699,474		580,071
Net Earnings	$	382,240	$	324,778	$	1,090,919	$	941,220
Basic Earnings Per Share	$	1.24	$	1.06	$	3.55	$	3.08
Diluted Earnings Per Share	$	1.22	$	1.05	$	3.50	$	3.04

See notes to consolidated financial statements.

5

Golden West Financial Corporation

Consolidated Statement of Cash Flows

(Unaudited)

(Dollars in thousands)

	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
Cash Flows from Operating Activities:
Net earnings	$	382,240		$	324,778		$	1,090,919		$	941,220
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for loan losses		2,810			197			5,501			830
Amortization of net loan costs		98,777			52,472			239,496			132,680
Depreciation and amortization		13,128			12,278			39,270			34,802
Loans originated for sale		(129,114	)		(81,850	)		(242,290	)		(359,909	)
Sales of loans		225,897			99,405			415,017			455,868
Increase in interest earned but uncollected		(41,771	)		(28,453	)		(110,069	)		(46,674	)
Federal Home Loan Bank stock dividends		(17,930	)		(12,909	)		(50,856	)		(31,845	)
Decrease in other assets		33,789			8,764			33,075			76,660
Increase in other liabilities		201,581			108,060			351,151			258,632
Increase in taxes on income		6,575			20,289			57,027			35,876
Other, net		(118,522	)		(5,809	)		(224,132	)		(16,446	)
Net cash provided by operating activities		657,460			497,222			1,604,109			1,481,694
Cash Flows from Investing Activities:
New loan activity:
New real estate loans originated for portfolio		(13,639,827	)		(13,989,889	)		(38,154,371	)		(35,545,280	)
Real estate loans purchased		(230	)		(36,158	)		(856	)		(45,504	)
Other, net		226,140			109,318			12,162			(429,856	)
		(13,413,917	)		(13,916,729	)		(38,143,065	)		(36,020,640	)
Real estate loan principal repayments		9,447,118			6,123,017			23,727,632			16,767,848
Purchases of mortgage-backed securities held to maturity		-0-			-0-			-0-			(19,028	)
Repayments of mortgage-backed securities		110,551			196,778			351,532			722,159
Proceeds from sales of foreclosed real estate		10,681			11,491			33,999			39,153
Decrease (increase) in securities available for sale		56,625			631,278			(298,418	)		999,148
Purchases of Federal Home Loan Bank stock		(91,502	)		(154,668	)		(186,854	)		(303,198	)
Additions to premises and equipment		(12,108	)		(14,699	)		(50,332	)		(54,506	)
Net cash used in investing activities		(3,892,552	)		(7,123,532	)		(14,565,506	)		(17,869,064	)

See notes to consolidated financial statements.

6

Golden West Financial Corporation

Consolidated Statement of Cash Flows (Continued)

(Unaudited)

(Dollars in thousands)

	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
Cash Flows from Financing Activities:
Net increase (decrease) in deposits	$	(796,825	)	$	3,055,162		$	5,464,004		$	4,939,550
Additions to Federal Home Loan Bank advances		4,439,000			4,370,200			11,294,000			13,921,100
Repayments of Federal Home Loan Bank advances		(1,298,189	)		(1,065,563	)		(6,179,214	)		(3,904,200	)
Proceeds from agreements to repurchase securities		2,700,000			1,500,352			7,000,000			4,801,855
Repayments of agreements to repurchase securities		(2,000,000	)		(1,320,934	)		(5,750,000	)		(4,173,061	)
Increase (decrease) in bank notes		256,028			(917,514	)		(220,912	)		(2,146,700	)
Net proceeds from senior debt		-0-			998,125			1,446,009			2,993,659
Dividends on common stock		(18,476	)		(15,284	)		(55,330	)		(45,778	)
Exercise of stock options		3,884			9,212			22,018			23,898
Purchase and retirement of Company stock		(25,156	)		-0-			(25,156	)		-0-
Net cash provided by financing activities		3,260,266			6,613,756			12,995,419			16,410,323
Net Increase (Decrease) in Cash		25,174			(12,554	)		34,022			22,953
Cash at beginning of period		301,269			296,330			292,421			260,823
Cash at end of period	$	326,443		$	283,776		$	326,443		$	283,776
Supplemental cash flow information:
Cash paid for:
Interest	$	836,295		$	377,730		$	2,137,523		$	1,006,721
Income taxes		248,255			181,011			642,448			544,231
Cash received for interest and dividends		1,470,248			1,037,165			4,069,159			2,925,340
Noncash investing activities:
Loans receivable and loans underlying mortgage-backed securities converted from adjustable rate to fixed-rate		196,020			21,248			275,720			109,430
Loans transferred to foreclosed real estate		11,356			10,205			31,524			32,877
Loans securitized into mortgage-backed securities with recourse recorded as loans receivable		9,302,634			9,138,391			17,408,359			20,061,221
Mortgage-backed securities held to maturity desecuritized into adjustable rate loans and recorded as loans receivable		-0-			-0-			163,416			1,024,116
Transfer of loans from held for sale to loans held for investment		4,060			50,186			9,988			56,607

See notes to consolidated financial statements.

7

Golden West Financial Corporation

Consolidated Statement of Stockholders’ Equity

(Unaudited)

(Dollars in thousands except per share figures)

	Nine Months Ended September 30, 2005
	Number of Shares		Common Stock			Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income			Total Stockholders’ Equity
Balance at January 1, 2005	306,524,716		$	30,652		$	263,770	$	6,728,998		$	251,456		$	7,274,876
Net earnings				-0-			-0-		1,090,919			-0-			1,090,919
Change in unrealized gains on securities available for sale				-0-			-0-		-0-			(58,585	)		(58,585	)
Comprehensive income															1,032,334
Common stock issued upon exercise of stock options, including tax benefits	1,483,560			149			43,596		-0-			-0-			43,745
Purchase and retirement of shares of Company stock	(425,000	)		(43	)		-0-		(25,113	)		-0-			(25,156	)
Cash dividends on common stock ($.18 per share)				-0-			-0-		(55,330	)		-0-			(55,330	)
Balance at September 30, 2005	307,583,276		$	30,758		$	307,366	$	7,739,474		$	192,871		$	8,270,469

	Nine Months Ended September 30, 2004
	Number of Shares	Common Stock		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income		Total Stockholders’ Equity
Balance at January 1, 2004	304,238,216	$	15,212	$	220,923	$	5,513,434		$	197,699	$	5,947,268
Net earnings			-0-		-0-		941,220			-0-		941,220
Change in unrealized gains on securities available for sale			-0-		-0-		-0-			24,179		24,179
Comprehensive income												965,399
Common stock issued upon exercise of stock options, including tax benefits	1,864,562		93		23,805		-0-			-0-		23,898
Cash dividends on common stock ($.15 per share)			-0-		-0-		(45,778	)		-0-		(45,778	)
Balance at September 30, 2004	306,102,778	$	15,305	$	244,728	$	6,408,876		$	221,878	$	6,890,787

See notes to consolidated financial statements.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A – Accounting Policies

The significant accounting policies of Golden West Financial Corporation and subsidiaries (Golden West or Company) are more fully described in Note A to the Consolidated Financial Statements included in the Form 10-K for the fiscal year ended December 31, 2004 filed with the Securities and Exchange Commission (SEC) on March 11, 2005 (SEC File No. 1-4629).

Principles of Consolidation

The Company’s consolidated financial statements, including World Savings Bank, FSB (WSB) and World Savings Bank, FSB (Texas) (WTX), for the three and nine months ended September 30, 2005 and 2004 are unaudited. In the opinion of management, all adjustments (consisting only of normal recurring accruals) that are necessary for a fair statement of the results for such three- and nine-month periods have been included. The operating results for the three and nine months ended September 30, 2005 are not necessarily indicative of the results for the full year.

Stock-Based Compensation

The Company has stock-based employee compensation plans. The Company applies Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25) and related interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized for awards granted under the plans. Had compensation cost been determined using the fair value based method prescribed by Statement of Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation” (SFAS 123), the Company’s net income and earnings per share would have been reduced to the pro forma amounts indicated below:

Pro Forma Net Income and Earnings Per Share

(Dollars in thousands except per share figures)

(Unaudited)

	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
Net income, as reported	$	382,240		$	324,778		$	1,090,919		$	941,220
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(2,812	)		(1,847	)		(5,617	)		(5,883	)
Pro forma net income	$	379,428		$	322,931		$	1,085,302		$	935,337
Basic earnings per share
As reported	$	1.24		$	1.06		$	3.55		$	3.08
Pro forma		1.23			1.06			3.53			3.06
Diluted earnings per share
As reported	$	1.22		$	1.05		$	3.50		$	3.04
Pro forma		1.22			1.04			3.48			3.02

9

New Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (Revised 2004), “Share-Based Payment” (SFAS 123R). This statement is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” This statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement eliminates the ability to account for share-based compensation transactions using APB 25.

In March 2005, the SEC issued Staff Accounting Bulletin (SAB) No. 107 which provides public companies additional guidance in applying the provisions of SFAS 123R. The SAB expresses the views of the SEC staff regarding the interaction between SFAS 123R and certain existing SEC rules and regulations and provides the SEC staff’s views regarding the valuation of share-based payment arrangements for public companies. The SAB would be applied upon the adoption of SFAS 123R.

In April 2005, the SEC amended the date for compliance with SFAS 123R so that each entity that is not a small business issuer will be required to prepare financial statements in accordance with SFAS 123R beginning with the first interim or annual reporting period of the registrant’s first fiscal year beginning on or after December 15, 2005. The Company is evaluating the requirements of SFAS 123R and expects that the adoption of SFAS 123R will result in amounts that are similar to the current pro forma disclosures under SFAS 123.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (SFAS 154). This statement replaces APB Opinion No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and revises the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. This statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, but early adoption is permitted.

10

NOTE B – Earnings Per Share

The Company calculates Basic Earnings Per Share (EPS) and Diluted EPS in accordance with Statement of Financial Accounting Standards No. 128, “Earnings Per Share” (SFAS 128). The following is a summary of the calculation of basic and diluted EPS:

Computation of Basic and Diluted Earnings Per Share

(Dollars in thousands except per share figures)

(Unaudited)

	Three Months Ended September 30				Nine Months Ended September 30
	2005		2004		2005		2004
Net income	$	382,240	$	324,778	$	1,090,919	$	941,220
Weighted average common shares		307,889,162		305,706,406		307,400,749		305,187,814
Dilutive effect of outstanding common stock equivalents		4,284,994		4,866,972		4,549,471		4,846,590
Diluted average common shares outstanding		312,174,156		310,573,378		311,950,220		310,034,404
Basic earnings per share	$	1.24	$	1.06	$	3.55	$	3.08
Diluted earnings per share	$	1.22	$	1.05	$	3.50	$	3.04

11

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Headquartered in Oakland, California, Golden West Financial Corporation is one of the nation’s largest financial institutions with assets of $121.3 billion as of September 30, 2005. Our principal operating subsidiary is World Savings Bank, FSB (WSB). WSB’s largest subsidiary is World Savings Bank, FSB (Texas) (WTX). As of September 30, 2005, we operated 282 savings branches in ten states and had lending operations in 38 states under the World name.

We have assumed that readers have reviewed or have access to our 2004 Annual Report on Form 10-K, which contains the latest audited financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations as of December 31, 2004, and for the year then ended. Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to such reports are available, free of charge, through the Securities and Exchange Commission website at www.sec.gov and our website atwww.gdw.com as soon as reasonably practicable after their filing with the Securities and Exchange Commission.

Our Business Model

We are a residential mortgage portfolio lender. In order to increase net earnings under this business model, we focus principally on:

• growing net interest income, which is the difference between the interest and dividends earned on loans and other investments and the interest paid on customer deposits and borrowings;

• maintaining a healthy primary spread, which is the difference between the yield on interest-earning assets and the cost of deposits and borrowings;

• expanding the adjustable rate mortgage (ARM) portfolio, which is our primary earning asset;

• managing interest rate risk, principally by originating and retaining monthly adjusting ARMs in portfolio, and matching these ARMs with liabilities that respond in a similar manner to changes in interest rates;

• managing credit risk, principally by originating high-quality loans to minimize nonperforming assets and troubled debt restructured;

• maintaining a strong capital position to support growth and provide operating flexibility;

• controlling expenses; and

• managing operations risk through strong internal controls.

This discussion and analysis includes those material changes in liquidity and capital resources that have occurred since December 31, 2004, as well as material changes in results of operations during the three-month and nine-month periods ended September 30, 2005 and 2004, respectively.

Quarter in Review

Results for the third quarter and first nine months of 2005 included the following:

• diluted earnings per share amounted to $1.22 and $3.50, respectively, for the third quarter and first nine months of 2005, up 16% and 15% from the $1.05 and $3.04 reported for the comparable periods in 2004;

• our loan portfolio increased to $117 billion, up 21% from $97 billion at September 30, 2004;

• net interest income grew 13% to $2.2 billion for the first nine months of 2005 due to loan portfolio growth partially offset by an average primary spread that decreased from 2.81% for the nine months ended September 30, 2004 to 2.41% for the nine months ended September 30, 2005;

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• net chargeoffs to average loans and MBS were zero basis points for both the quarters and nine months ended September 30, 2005 and 2004;

• our general and administrative expense to average assets ratio was .80% and .81% for the three and nine months ended September 30, 2005 compared to .87% and .91% for the comparable periods in 2004; our general and administrative expense divided by the sum of net interest income and noninterest income (efficiency ratio) was 27.06% and 28.05% for the three and nine months ended September 30, 2005 compared to 28.57% and 28.86% for the same periods in 2004;

• our third quarter loan originations amounted to $13.8 billion as compared to $14.1 billion for the third quarter of 2004 and $38.4 billion for the first nine months as compared to $35.9 billion for the first nine months of 2004;

• nonperforming assets and troubled debt restructured remained at very low levels;

• deposits decreased $797 million in the third quarter of 2005 compared to an increase of $3.1 billion in the third quarter of 2004 and increased $5.5��billion for the nine months ended September 30, 2005 compared to an increase of $4.9 billion for the same period in 2004; and

• our stockholders’ equity increased to $8.3 billion at September 30, 2005 compared to $6.9 billion at September 30, 2004.

The following tables summarize selected financial information about how we performed at and for the three and nine month periods ended September 30, 2005 as compared to prior periods.

13

Table 1

Financial Highlights

(Unaudited)

(Dollars in thousands except per share figures)

	September 30 2005			December 31 2004			September 30 2004
Assets	$	121,281,406		$	106,888,541		$	100,247,627
Loans receivable including mortgage-backed securities (MBS)(a)		116,513,447			102,669,231			96,616,141
Adjustable rate mortgages and MBS(b)		113,374,959			99,730,701			93,426,505
Fixed-rate mortgages held for investment including MBS(b)		1,282,364			1,550,548			1,653,340
Fixed-rate mortgages held for sale including MBS(b)		125,593			52,325			55,899
Adjustable rate mortgages as a % of total loans receivable and MBS		99	%		98	%		98	%
Loans serviced for others with recourse	$	1,813,408		$	2,270,490		$	2,464,123
Loans serviced for others without recourse		2,215,665			2,266,534			2,347,949
Nonperforming assets/total assets		.28	%		.32	%		.35	%
Troubled debt restructured/total assets		.00	%		.00	%		.00	%
Net chargeoffs/average loans		.00	%		.00	%		.00	%
Stockholders’ equity	$	8,270,469		$	7,274,876		$	6,890,787
Stockholders’ equity/total assets		6.82	%		6.81	%		6.87	%
Book value per common share	$	26.89		$	23.73		$	22.51
Common shares outstanding		307,583,276			306,524,716			306,102,778
Yield on interest-earning assets		5.70	%		4.73	%		4.57	%
Cost of funds		3.38	%		2.22	%		1.93	%
Primary spread		2.32	%		2.51	%		2.64	%
Number of Employees:
Full-time		10,237			9,399			9,424
Part-time		1,085			1,001			1,006
World Savings Bank, FSB (WSB):
Total assets	$	120,854,081		$	106,787,490		$	100,225,574
Stockholder’s equity		8,180,689			7,391,183			7,019,211
Stockholder’s equity/total assets		6.77	%		6.92	%		7.00	%
Regulatory capital ratios:(c)
Tier 1 capital (core or leverage)		6.62	%		6.71	%		6.80	%
Total risk-based capital		12.73	%		12.92	%		13.09	%
World Savings Bank, FSB (Texas) (WTX):
Total assets	$	14,029,912		$	13,143,173		$	12,565,731
Stockholder’s equity		734,773			686,052			679,686
Stockholder’s equity/total assets		5.24	%		5.22	%		5.41	%
Regulatory capital ratios:(c)
Tier 1 capital (core or leverage)		5.24	%		5.22	%		5.41	%
Total risk-based capital		23.07	%		23.67	%		24.31	%

^(a) Includes loans in process, net deferred loan costs, allowance for loan losses, and discounts.

^(b) Excludes loans in process, net deferred loan costs, allowance for loan losses, and discounts.

^(c) For regulatory purposes, the requirements to be considered “well-capitalized” are 5.0% for Tier 1 capital (core or leverage) and 10.0% for total risk-based capital.

14

Table 1 (continued)

Financial Highlights

(Unaudited)

(Dollars in thousands except per share figures)

	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
Real estate loans originated	$	13,768,941		$	14,071,739		$	38,396,661		$	35,905,189
New adjustable rate mortgages as a percentage of real estate loans originated		99	%		99	%		99	%		99	%
Refinances as a percentage of real estate loans originated		76	%		69	%		76	%		71	%
Deposits increase (decrease)	$	(796,825	)	$	3,055,162		$	5,464,004		$	4,939,550
Net earnings		382,240			324,778			1,090,919			941,220
Basic earnings per share		1.24			1.06			3.55			3.08
Diluted earnings per share		1.22			1.05			3.50			3.04
Cash dividends on common stock	$	.06		$	.05		$	.18		$	.15
Average common shares outstanding		307,889,162			305,706,406			307,400,749			305,187,814
Average diluted common shares outstanding		312,174,156			310,573,378			311,950,220			310,034,404
Ratios:(a)
Net earnings/average stockholders’ equity (ROE)		18.85	%		19.31	%		18.74	%		19.57	%
Net earnings/average assets (ROA)		1.28	%		1.34	%		1.27	%		1.39	%
Net interest margin(b)		2.54	%		2.78	%		2.56	%		2.88	%
General and administrative expense/average assets		.80	%		.87	%		.81	%		.91	%
Efficiency ratio(c)		27.06	%		28.57	%		28.05	%		28.86	%

^(a) Ratios are annualized by multiplying the quarterly computation by four and the nine-month computation by one and one-third. Averages are computed by adding the beginning balance and each monthend balance during the quarter and nine months and dividing by four and ten, respectively.

^(b) Net interest margin is net interest income divided by average earning assets.

^(c) Efficiency ratio is defined as general and administrative expense divided by the sum of net interest income and noninterest income.

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FINANCIAL CONDITION

The following table summarizes our major asset, liability, and equity components in percentage terms at September 30, 2005, December 31, 2004, and September 30, 2004.

TABLE 2

Asset, Liability, and Equity Components as

Percentages of the Total Balance Sheet

	September 30 2005		December 31 2004		September 30 2004
Assets:
Cash and investments	1.6	%	1.6	%	1.2	%
Loans receivable and MBS	96.1		96.0		96.4
Other assets	2.3		2.4		2.4
	100.0	%	100.0	%	100.0	%
Liabilities and Stockholders’ Equity:
Deposits	48.2	%	49.6	%	51.5	%
FHLB advances	32.1		31.6		31.9
Other borrowings	11.8		11.1		8.5
Other liabilities	1.1		0.9		1.2
Stockholders’ equity	6.8		6.8		6.9
	100.0	%	100.0	%	100.0	%

The Loan Portfolio

Almost all of our assets are monthly adjustable rate mortgages on residential properties. We originate and retain these loans in portfolio. As discussed below, we emphasize ARMs with interest rates that change monthly to reduce our exposure to interest rate risk. We sell most of the fixed-rate loans that we originate, as well as loans that customers convert from ARMs to fixed-rate loans.

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Loans Receivable and Mortgage-Backed Securities

The following table shows the components of our loans receivable and mortgage-backed securities portfolio at September 30, 2005, December 31, 2004, and September 30, 2004.

TABLE 3

Balance of Loans Receivable and MBS by Component

(Dollars in thousands)

	September 30 2005			December 31 2004			September 30 2004
Loans	$	74,182,918		$	65,266,464		$	58,958,038
Securitized loans(a)		39,015,397			33,957,058			33,876,582
Other(b)		1,730,531			1,335,657			1,480,397
Total loans receivable		114,928,846			100,559,179			94,315,017
MBS with recourse(c)		1,253,710			1,719,982			1,889,322
Purchased MBS		330,891			390,070			411,802
Total MBS		1,584,601			2,110,052			2,301,124
Total loans receivable and MBS	$	116,513,447		$	102,669,231		$	96,616,141
ARMs as a percentage of total loans receivable and MBS		99	%		98	%		98	%

^(a) Loans securitized after March 31, 2001 are classified as securitized loans and included in loans receivable. See “Securitization Activity” on page 21.

^(b) Includes loans in process, net deferred loan costs, allowance for loan losses, and other miscellaneous discounts.

^(c) Loans securitized prior to April 1, 2001 are classified as MBS with recourse held to maturity.

The balance of loans receivable and MBS is affected primarily by loan originations and loan and MBS repayments. The following table provides information about our loan originations and loan and MBS repayments for the three and nine months ended September 30, 2005 and 2004.

TABLE 4

Loan Originations and Repayments

(Dollars in thousands)

	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
Loan Originations
Real estate loans originated	$	13,768,941		$	14,071,739		$	38,396,661		$	35,905,189
ARMs as a % of originations		99	%		99	%		99	%		99	%
Fixed-rate mortgages as a % of originations		1	%		1	%		1	%		1	%
Refinances as a % of originations		76	%		69	%		76	%		71	%
Purchases as a % of originations		24	%		31	%		24	%		29	%
First mortgages originated for portfolio as a % of originations		96	%		97	%		97	%		97	%
First mortgages originated for sale as a % of originations		1	%		0	%		1	%		1	%
Repayments
Loan and MBS repayments(a)	$	9,557,669		$	6,319,795		$	24,079,164		$	17,490,007
Loan and MBS repayment rate(b)		34	%		29	%		31	%		30	%

^(a) Loan and MBS repayments consist of monthly amortization and loan payoffs.

^(b) The loan and MBS repayment rate is the quarterly repayments annualized as a percentage of the prior quarter’s ending loan and MBS balance. The year-to-date repayments are annualized as a percentage of the prior year’s ending loan and MBS balance.

17

The volume of our originations increased 6.9% in the first nine months of 2005 versus the same period in 2004 primarily due to the continued popularity of ARMs and an increase in the average loan size. The volume of our originations decreased slightly in the third quarter of 2005 versus the same period in 2004 primarily because of competition from fixed-rate loans which remained priced near historic lows.

Loan and MBS repayments, including amortization and loan payoffs, were higher in the third quarter and first nine months of 2005 as compared to the comparable periods in 2004 as a result of the larger portfolio balance and because fixed-rate interest rates remained low from a historical standpoint leading to continued high levels of both home purchases and refinance activity.

Equity Lines of Credit and Fixed-Rate Second Mortgages

Most of our loans are collateralized by first deeds of trust on one- to four-family homes. However, we also offer borrowers equity lines of credit (ELOCs). These ELOCs are collateralized typically by second deeds of trust and occasionally by first deeds of trust. The ELOCs we originate are indexed either to the Certificate of Deposit Index (CODI) discussed in “Management of Interest Rate Risk - Asset/Liability Management” or the Prime Rate as published in the Money Rates table in The Wall Street Journal (Central Edition). For the nine months ended September 30, 2005, $862 million of ELOCs were originated (includes only amounts drawn at the time of establishment), of which $529 million were tied to CODI and $332 million were tied to the Prime Rate. We also originate a small volume of fixed-rate second mortgages secured by second deeds of trust. Our practice is to originate second deeds of trust only on properties that have a first mortgage with us. The following table provides information about our activity in ELOCs and fixed-rate second mortgages for the three and nine months ended September 30, 2005 and 2004.

TABLE 5

Equity Lines of Credit and Fixed-Rate Second Mortgages

(Dollars in thousands)

	Three Months Ended September 30				Nine Months Ended September 30
	2005		2004		2005		2004
Equity Lines of Credit
New ELOCs established(a)	$	753,026	$	596,137	$	1,759,909	$	1,651,191
ELOC outstanding balance		2,771,894		2,475,581		2,771,894		2,475,581
ELOC maximum total line of credit available		4,365,856		3,737,164		4,365,856		3,737,164
Fixed-Rate Second Mortgages
Fixed-rate second mortgage originations	$	1,586	$	32,240	$	5,240	$	102,516
Sales of second mortgages		-0-		-0-		-0-		36,985
Fixed-rate seconds held for investment		72,067		130,052		72,067		130,052

^(a) Includes the maximum total line of credit available for new ELOCs.

Net Deferred Loan Costs

Included in the balance of loans receivable are net deferred loan costs associated with originating loans. In accordance with accounting principles generally accepted in the United States of America (GAAP), we defer loan origination fees and certain loan origination costs in accordance with SFAS 91. Over the past five years, the combined amounts have resulted in net deferred costs. These net deferred loan costs are amortized over the contractual life of the related loans, thereby lowering loan interest income and net interest income and thereby reducing the reported yield on our loan portfolio, our primary spread and our net interest margin. If a loan pays off before the end of its contractual life, any remaining net deferred cost is charged to loan interest income at that time. The vast majority of the amortization of net deferred loan costs shown in Table 6 is accelerated amortization resulting from early payoffs of loans.

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The following table provides information on net deferred loan costs for the three and nine months ended September 30, 2005 and 2004.

TABLE 6

Net Deferred Loan Costs

(Dollars in thousands)

	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
Beginning balance of net deferred loan costs	$	1,050,783		$	700,330		$	915,008		$	547,318
Net loan costs deferred		156,051			169,286			430,539			404,925
Amortization of net deferred loan costs		(98,097	)		(52,044	)		(237,734	)		(129,703	)
Net deferred loan costs (fees) transferred from MBS		10			-0-			934			(4,968	)
Ending balance of net deferred loan costs	$	1,108,747		$	817,572		$	1,108,747		$	817,572

The growth in net deferred loan costs from September 30, 2004 to September 30, 2005 resulted primarily from the growth in the loan portfolio. The increase in the amortization of net deferred loan costs resulted from higher loan repayments.

Lending Operations

At September 30, 2005, we had lending operations in 38 states. Our largest source of mortgage origination volume continues to be loans secured by residential properties in California, which is the largest residential mortgage market in the United States. The following table shows originations for the three months and nine months ended September 30, 2005 and 2004 for Northern and Southern California and for our next five largest origination states by dollar amount in the third quarter and first nine months of 2005.

TABLE 7

Loan Originations by State

(Dollars in thousands)

	Three Months Ended September 30				Nine Months Ended September 30
	2005		2004		2005		2004
Northern California	$	5,098,156	$	5,055,161	$	14,326,074	$	12,961,747
Southern California		4,090,845		4,164,960		11,534,297		10,966,755
Florida		1,041,458		775,059		2,786,980		1,961,018
New Jersey		533,641		618,203		1,457,740		1,456,302
Arizona		389,723		192,307		959,637		477,011
Virginia		323,490		345,390		881,915		790,778
Illinois		245,318		371,234		738,779		919,806
Other states		2,046,310		2,549,425		5,711,239		6,371,772
Total	$	13,768,941	$	14,071,739	$	38,396,661	$	35,905,189

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The following tables show loans receivable and MBS with recourse by state at September 30, 2005 and 2004 for Northern and Southern California and all other states with more than 2% of the total loan balance at September 30, 2005.

TABLE 8

Loan Portfolio by State

September 30, 2005

(Dollars in thousands)

	Residential Real Estate				Commercial Real Estate		Total Loans			Loans as a % of Portfolio
State	Single-Family 1 – 4 Units		Multi-Family 5+ Units
Northern California	$	37,714,780	$	1,776,562	$	8,267	$	39,499,609		34.52	%
Southern California		29,876,151		1,516,548		918		31,393,617		27.43
Florida		7,572,797		81,854		211		7,654,862		6.69
New Jersey		5,187,247		-0-		257		5,187,504		4.53
Texas		3,267,088		150,895		72		3,418,055		2.99
Illinois		2,822,443		141,946		-0-		2,964,389		2.59
Virginia		2,494,248		2,991		-0-		2,497,239		2.18
Washington		1,754,593		734,497		-0-		2,489,090		2.17
Other states(a)		18,927,820		408,575		513		19,336,908		16.90
Totals	$	109,617,167	$	4,813,868	$	10,238		114,441,273		100.00	%
Loans on deposits								10,752
Other(b)								1,730,531
Total loans receivable and MBS with recourse								116,182,556
MBS with recourse								(1,253,710	)(c)
Total loans receivable							$	114,928,846

^(a) Each state included in Other states has a total loan balance that is less than 2% of total loans.

^(b) Includes loans in process, net deferred loan costs, allowance for loan losses, and other miscellaneous discounts.

^(c) The above schedule includes the balances of loans that were securitized and retained as MBS with recourse.

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TABLE 9

Loan Portfolio by State

September 30, 2004

(Dollars in thousands)

	Residential Real Estate				Commercial Real Estate		Total Loans			Loans as a % of Portfolio
State	Single-Family 1 – 4 Units		Multi-Family 5+ Units
Northern California	$	31,636,411	$	1,786,947	$	9,913	$	33,433,271		35.30	%
Southern California		24,589,621		1,477,160		1,007		26,067,788		27.52
Florida		5,510,271		61,107		14		5,571,392		5.88
New Jersey		4,059,090		-0-		363		4,059,453		4.29
Texas		3,145,804		144,436		186		3,290,426		3.47
Illinois		2,358,015		141,603		-0-		2,499,618		2.64
Virginia		1,895,628		3,873		-0-		1,899,501		2.01
Washington		1,573,119		712,360		-0-		2,285,479		2.41
Other states(a)		15,229,282		372,555		4,557		15,606,394		16.48
Totals	$	89,997,241	$	4,700,041	$	16,040		94,713,322		100.00	%
Loans on deposits								10,620
Other(b)								1,480,397
Total loans receivable and MBS with recourse								96,204,339
MBS with recourse								(1,889,322	)(c)
Total loans receivable							$	94,315,017

^(a) Each state included in Other states has a total loan balance that is less than 2% of total loans based on balances at September 30, 2005.

^(b) Includes loans in process, net deferred loan costs, allowance for loan losses, and other miscellaneous discounts.

^(c) The above schedule includes the balances of loans that were securitized and retained as MBS with recourse.

Securitization Activity

We often securitize our portfolio loans into mortgage-backed securities. We do this because MBS are a more valuable form of collateral for our borrowings than whole loans. Because we have retained all of the beneficial interests in these MBS securitizations to date, the accounting rules require that securitizations formed after March 31, 2001 be classified as securitized loans and included in our loans receivable. Securitization activity for the three and nine months ended September 30, 2005 amounted to $9.3 billion and $17.4 billion, respectively, compared to $9.1 billion and $20.1 billion for the same periods in 2004. The volume of securitization activity fluctuates depending on the amount of collateral needed for borrowings and liquidity risk management.

Loans securitized prior to April 1, 2001 are classified as MBS with recourse held to maturity. MBS that are classified as held to maturity are those that we have the ability and intent to hold until maturity.

Structural Features of our ARMs

Most of the ARMs that we have originated since 1981 have the following structural features that are described in more detail below:

• an interest rate that changes monthly and is based on an index plus a fixed margin set at origination;

• payment options;

• features that allow for deferred interest; and

• lifetime interest rate caps, and in some cases interest rate floors, that limit the range of interest rates on the loans.

21

In addition to the monthly adjusting ARMs described above, we originate and have in portfolio a small volume of ARMs with initial interest rates and monthly payments that are fixed for periods of 12 to 36 months, after which the interest rate adjusts monthly and the monthly payment is reset annually. Additionally, we originate a small volume of ARMs with interest only payments for the first five years and an interest rate that adjusts every six months subject to a periodic interest rate cap.

From time to time, as part of our efforts to retain loans and loan customers, we may waive or temporarily modify certain terms of a loan. Some borrowers elect to modify their loans to fixed-rate loans for one, three, or five years. These modifications amounted to $881 million and $1.0 billion during the third quarter and the first nine months of 2005, respectively, as compared to $120 million and $502 million during the comparable periods in 2004. We retain these modified loans in portfolio. Additionally, some borrowers choose to convert their ARM to a fixed-rate mortgage for the remainder of the term. During the third quarter and first nine months of 2005, $196 million and $276 million, respectively, of loans were converted at the customer’s request from ARMs to fixed-rate loans, compared to $21 million and $109 million during the same periods in 2004. We sell most of the converted fixed-rate loans.

Interest Rates and Indexes. Almost all the ARMs we originate have interest rates that change monthly based on an index plus a fixed margin that is set at the time we make the loan. The index value changes monthly and consequently the loan rate changes monthly. For most of our lending, the indexes used are the Golden West Cost of Savings Index (COSI), the Certificate of Deposit Index (CODI), and the Eleventh District Cost of Funds Index (COFI). Details about these indexes, including the reporting and repricing lags associated with them, are discussed in “Management of Interest Rate Risk - Asset/Liability Management.” The ELOCs we originate are indexed either to the Prime Rate as published in the Money Rates table in The Wall Street Journal (Central Edition) or to CODI.

As further described in “Management of Interest Rate Risk - Asset/Liability Management,” we have focused on originating ARMs with indexes that meet our customers’ needs and match well with our liabilities. The following table shows the distribution of ARM originations by index for the three and nine months ended September 30, 2005 and 2004.

TABLE 10

Adjustable Rate Mortgage Originations by Index^(a)

(Dollars in thousands)

	Three Months Ended September 30								Nine Months Ended September 30
ARM Index	2005		% of Total		2004		% of Total		2005		% of Total		2004		% of Total
COSI	$	10,922,845	80	%	$	4,050,098	29	%	$	23,728,077	62	%	$	10,773,975	31	%
CODI		2,528,218	19	%		9,421,728	68	%		13,676,312	36	%		23,350,264	66	%
COFI		107,611	1	%		193,157	1	%		369,327	1	%		483,213	1	%
Prime		57,769	0	%		297,268	2	%		332,246	1	%		823,626	2	%
LIBOR(b)		4,633	0	%		-0-	0	%		4,633	0	%		-0-	0	%
Total	$	13,621,076	100	%	$	13,962,251	100	%	$	38,110,595	100	%	$	35,431,078	100	%

^(a) Only the dollar amount of ELOCs drawn at the establishment of the line of credit are included in originations.

^(b) LIBOR is the London Interbank Offered Rate.

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The following table shows the distribution by index of the Company’s outstanding balance of adjustable rate mortgages (including ARM MBS) at September 30, 2005, December 31, 2004, and September 30, 2004.

TABLE 11

Adjustable Rate Mortgage Portfolio by Index

(Including ARM MBS)

(Dollars in thousands)

ARM Index	September 30 2005		% of Total		December 31 2004		% of Total		September 30 2004		% of Total
COSI	$	47,283,080	42	%	$	30,900,888	31	%	$	29,359,665	31	%
CODI(a)		52,605,549	46	%		52,412,249	52	%		46,750,721	50	%
COFI		11,125,443	10	%		13,537,745	14	%		14,510,392	16	%
Prime(b)		2,117,121	2	%		2,575,524	3	%		2,475,581	3	%
Other(c)		243,766	0	%		304,295	0	%		330,146	0	%
Total	$	113,374,959	100	%	$	99,730,701	100	%	$	93,426,505	100	%

^(a) Includes ELOCs tied to CODI.

^(b) ELOCs tied to the Prime Rate.

^(c) Primarily ARMs tied to the twelve-month rolling average of the One-Year Treasury Constant Maturity (TCM).

Payment Options.The monthly statement for most of our loans provides our borrowers with up to four payment options. These payment options include a minimum payment, an interest-only payment, a payment that enables the loan to pay off over its original term, and a payment that enables the loan to pay off 15 years from origination. In addition to these four specified payment options, borrowers may elect a payment of any amount above the minimum payment.

Substantially all of the ARMs we originate allow the borrowers to select an initial minimum monthly payment for the first year of the loan. The amount of the initial minimum payment currently is lower than the amount of interest due on the loan resulting in deferred interest. After the first year, the minimum monthly payment for substantially all our ARMs is reset annually. The new minimum monthly payment amount generally cannot exceed the prior year’s minimum monthly payment amount by more than 7.5%. Periodically, this 7.5% cap does not apply. For example, for most of the loans this 7.5% cap does not apply on the tenth annual payment change of the loan and every fifth annual payment change thereafter. For a small number of loans, the 7.5% cap does not apply on the fifth annual payment change of the loan and every fifth annual payment change thereafter. On each annual payment change date when the 7.5% cap does not apply, the new monthly payment amount will be set to an amount that would pay off the loan over its remaining term.

Although most of our loans have payments due on a monthly cycle, a significant number of borrowers elect to make payments on a biweekly cycle. A biweekly payment cycle results in a shorter period required to pay off the loan.

Deferred Interest. Deferred interest refers to interest that is added to the outstanding loan principal balance when the payment a borrower makes is less than the monthly interest due on the loan. Our loans have had this deferred interest feature for almost a quarter of a century. Borrowers may always make a high enough monthly payment to avoid deferred interest, and many borrowers do so. Borrowers may also pay down the balance of deferred interest in whole or in part at any time without a prepayment fee.

Our loans provide that deferred interest may occur as long as the loan balance remains below either 125% or 110% of the original mortgage amount. The 125% cap on the loan balance applies to loans with original loan to value ratios at or below 85%. The 110% cap applies to loans with original loan to value ratios above 85%. If the loan balance reaches the applicable limit, additional deferred interest may not be allowed to occur

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and we may increase the monthly payment to an amount that would amortize the loan over its remaining term. In this case, the new monthly payment amount could increase beyond the 7.5% annual payment cap described above, and continue to increase each month thereafter, if the applicable loan balance cap is still being reached and the current monthly payment amount would not be enough to fully amortize the loan by the scheduled maturity date.

The amount of deferred interest included in the loan portfolio amounted to $279 million, $55 million, and $36 million at September 30, 2005, December 31, 2004, and September 30, 2004, respectively. Deferred interest as a percentage of the total loan portfolio amounted to less than .25% of the total loan portfolio at September 30, 2005, December 31, 2004, and September 30, 2004. Deferred interest increased from September 2004 to September 2005 primarily because the indexes on our ARMs increased, the minimum payment on most new and many existing loans was less than the interest due, and many borrowers made monthly payments that were lower than the amount of interest due. The amount of deferred interest that may occur in the loan portfolio is uncertain and is influenced by a number of factors outside our control, including changes in the underlying index, the volume of loans where the minimum payment is less than the interest due, the number of borrowers who choose the minimum payment, and the amount of unscheduled principal payments. If the applicable index were to increase and remain at relatively high levels, the amount of deferred interest occurring in the loan portfolio would be expected to trend higher, absent other mitigating factors such as increased prepayments or borrowers making monthly payments that meet or exceed the amount of interest then due on their mortgage loan. Similarly, if the index were to decline and remain at relatively low levels, the amount of deferred interest occurring in the loan portfolio would be expected to trend lower.

Lifetime Caps and Floors. During the life of a typical ARM loan, the interest rate may not be raised above a lifetime cap which is set at the time of origination or assumption. Virtually all of our ARMs are subject to a lifetime cap. The weighted average maximum lifetime cap rate on our ARM loan portfolio (including MBS before any reduction for loan servicing and guarantee fees) was 12.15% or 6.03% above the actual weighted average rate at September 30, 2005, versus 12.16% or 7.16% above the actual weighted average rate at December 31, 2004, and 12.19% or 7.37% above the weighted average rate at September 30, 2004.

During the life of some ARM loans, the interest rate may not be decreased to a rate below a lifetime floor which is set at the time of origination or assumption. A portion of our ARMs are subject to lifetime floors. At September 30, 2005, approximately $4.6 billion of our ARM loans (including MBS with recourse held to maturity) have terms that state that the interest rate may not fall below a lifetime floor set at the time of origination or assumption. As of September 30, 2005, $637 million of ARM loans had reached their rate floors, compared to $1.6 billion at December 31, 2004, and $1.9 billion at September 30, 2004. The weighted average floor rate on the loans that had reached their floor was 5.73% at September 30, 2005 compared to 5.36% at December 31, 2004 and 5.31% at September 30, 2004. Without the floor, the average rate on these loans would have been 5.25% at September 30, 2005, 4.44% at December 31, 2004, and 4.29% at September 30, 2004.

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Securities Available for Sale

Funds not immediately needed for operations are invested in short-term instruments, including federal funds, short-term repurchase agreements collateralized by MBS, Eurodollar time deposits, and commercial paper. Our practice is to invest only with counterparties that have high credit ratings. The balance of short-term securities available for sale may fluctuate due to our management of the Company’s liquidity needs. In addition to short-term investments, we hold stock in Federal Home Loan Mortgage Corporation (Freddie Mac). We obtained the Freddie Mac stock in 1984 and it has a cost basis of $6 million. The following table is a summary of information about investment securities, which the Company classifies as available for sale and are reported at fair value.

TABLE 12

Composition of Securities Available for Sale

(Dollars in thousands)

	September 30 2005		December 31 2004		September 30 2004
Federal funds	$	835,155	$	861,353	$	529,856
Eurodollar time deposits		250,000		75,000		-0-
Short-term repurchase agreements collateralized by MBS		150,000		-0-		-0-
U.S. government obligation		1,775		1,760		1,765
Short-term securities available for sale		1,236,930		938,113		531,621
Freddie Mac stock		317,305		414,194		366,649
Other		22,825		22,078		21,377
Total securities available for sale	$	1,577,060	$	1,374,385	$	919,647

Included in the balances above are net unrealized gains on Freddie Mac stock of $312 million, $409 million, and $361 million at September 30, 2005, December 31, 2004, and September 30, 2004, respectively. The cost basis of the Freddie Mac stock at September 30, 2005, December 31, 2004, and September 30, 2004 was $6 million. The weighted average yields excluding equity securities on the securities available for sale portfolio were 3.93%, 2.08%, and 1.90% at September 30, 2005, December 31, 2004, and September 30, 2004, respectively. At September 30, 2005, December 31, 2004, and September 30, 2004, we had no securities held for trading.

Other Assets

Capitalized Mortgage Servicing Rights

The Company recognizes as assets the rights to service loans for others. When we retain the servicing rights upon the sale of loans, the allocated cost of these rights is capitalized as an asset and then amortized over the expected life of the loan. The amount capitalized is based on the relative fair values of the servicing rights and the loans on the sale date. We do not have a large portfolio of mortgage servicing rights, primarily because we retain our ARM originations in portfolio and only sell a limited number of fixed-rate loans to third parties.

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The following table shows the changes in capitalized mortgage servicing rights (CMSRs) for the three and nine months ended September 30, 2005 and 2004.

TABLE 13

Capitalized Mortgage Servicing Rights

(Dollars in thousands)

	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
CMSRs
Balance, beginning of period	$	47,869		$	76,217		$	60,544		$	88,967
New CMSRs from loan sales		2,569			1,553			5,320			8,166
Amortization		(7,453	)		(9,597	)		(22,879	)		(28,960	)
Balance, end of period		42,985			68,173			42,985			68,173
Valuation Allowance
Balance, beginning of period		(4,034	)		-0-			(7,310	)		-0-
Recovery of (provision for) valuation allowance		1,733			(4,410	)		5,009			(4,410	)
Balance, end of period		(2,301	)		(4,410	)		(2,301	)		(4,410	)
CMSRs, net	$	40,684		$	63,763		$	40,684		$	63,763

The estimated amortization of the September 30, 2005 balance for the remainder of 2005 and the five years ending 2010 is $7.3 million (2005), $21.1 million (2006), $10.8 million (2007), $3.6 million (2008), $225 thousand (2009), and $2 thousand (2010). Actual results may vary depending upon the level of the payoffs of the loans currently serviced.

The estimated fair value of CMSRs is regularly reviewed and can change up or down depending on market conditions. We stratify the serviced loans by year of origination or modification, term to maturity, and loan type. If the estimated fair value of a loan strata is less than its book value, we establish a valuation allowance for the estimated temporary impairment through a charge to noninterest income. We also recognize any other-than-temporary impairment as a direct write-down.

The estimated fair value of CMSRs as of September 30, 2005, December 31, 2004, and September 30, 2004 was $51 million, $62 million, and $67 million, respectively. The book value of the Company’s CMSRs for certain of the Company’s loan strata exceeded the fair value by $2 million at September 30, 2005, by $7 million at December 31, 2004, and by $4 million at September 30, 2004. As a result, we had an impairment valuation allowance of $2 million, $7 million, and $4 million at September 30, 2005, December 31, 2004, and September 30, 2004, respectively.

Deposits

We raise deposits through our retail branch system, through the Internet, and, from time to time, through the money markets. Retail deposits decreased during the third quarter of 2005 by $797 million compared to an increase of $3.1 billion in the third quarter of 2004. The decrease in deposits during the third quarter of 2005 occurred because we did not aggressively pursue new deposits. Retail deposits increased during the first nine months of 2005 by $5.5 billion compared to an increase of $4.9 billion in the first nine months of 2004. Retail deposits increased in the first nine months of 2005 primarily due to promoted products, particularly those promoted in the first six months of the year. At September 30, 2005 and 2004, transaction accounts represented 33% and 77%, respectively, of the total balance of deposits. These transaction accounts included checking accounts, money market deposit accounts, and passbook accounts.

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The table below shows the Company’s deposits by interest rate and by remaining maturity at September 30, 2005 and 2004.

TABLE 14

Deposits

(Dollars in thousands)

	September 30
	2005				2004
	Rate		Amount		Rate		Amount
Deposits by rate:
Interest-bearing checking accounts	1.68	%	$	4,845,608	1.36	%	$	5,621,654
Savings accounts(a)	1.93			14,632,684	1.87			34,391,484
Term certificate accounts with original maturities of:
4 weeks to 1 year	3.54			26,907,799	1.77			4,672,517
1 to 2 years	3.42			7,821,824	1.49			1,944,650
2 to 3 years	2.73			1,169,100	2.27			1,327,404
3 to 4 years	3.00			786,416	3.45			1,308,087
4 years and over	4.34			2,243,715	4.64			2,361,053
Retail jumbo CDs	1.32			22,169	1.69			39,666
			$	58,429,315			$	51,666,515
Deposits by remaining maturity:
No contractual maturity	1.87	%	$	19,478,292	1.80	%	$	40,013,138
Maturity within one year	3.49			35,775,374	2.10			8,137,573
1 to 5 years	3.91			3,174,936	3.59			3,513,581
Over 5 years	3.37			713	3.51			2,223
			$	58,429,315			$	51,666,515

^(a) Includes money market deposit accounts and passbook accounts.

At September 30, the weighted average cost of deposits was 2.97% (2005) and 1.97% (2004).

Borrowings

In addition to funding real estate loans with deposits, we also utilize borrowings. Most of our borrowings are variable interest rate instruments and are tied to LIBOR. In the first nine months of 2005, borrowings increased by $7.6 billion to $53.2 billion from $45.7 billion at yearend 2004 in order to fund the loan growth described earlier.

Advances from Federal Home Loan Banks

An important type of borrowing we use comes from the Federal Home Loan Banks (FHLBs). These borrowings are known as “advances.” WSB is a member of the FHLB of San Francisco, and WTX is a member of the FHLB of Dallas. Advances are secured by pledges of certain loans, MBS, and FHLB capital stock that we own. FHLB advances amounted to $38.9 billion at September 30, 2005, compared to $33.8 billion at December 31, 2004 and $32.0 billion at September 30, 2004.

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Other Borrowings

In addition to borrowing from the FHLBs, we borrow from other sources to maintain flexibility in managing the availability and cost of funds for the Company.

We borrow funds from the capital markets on both an unsecured and secured basis. Most of WSB’s capital market funding consists of unsecured bank notes. WSB has a bank note program that allows us to issue an aggregate amount of $8.0 billion of unsecured senior notes with maturities ranging from 270 days to thirty years. In March 2005, WSB issued $700 million in notes under this program and in June 2005, WSB issued an additional $750 million in notes under this program. In October 2005, we issued $1.5 billion in notes under this program and as of October 31, 2005, $3.8 billion remains available for issuance under this program. Bank notes with maturities of 270 days or longer are reported as senior debt on the Consolidated Statement of Financial Condition. At September 30, 2005, December 31, 2004, and September 30, 2004, WSB had $5.7 billion, $4.3 billion, and $3.0 billion of long-term unsecured senior debt outstanding. As of September 30, 2005, WSB’s unsecured senior debt ratings were Aa3 and AA- from Moody’s and S&P, respectively.

WSB also has a short-term bank note program that allows up to $5.0 billion of short-term notes with maturities of less than 270 days to be outstanding at any point in time. At September 30, 2005, December 31, 2004, and September 30, 2004, WSB had $2.5 billion, $2.7 billion, and $869 million, respectively, of short-term bank notes outstanding. As of September 30, 2005, WSB’s short-term bank notes were rated P-1 and A-1+ by Moody’s and S&P, respectively.

We also borrow funds through transactions in which securities are sold under agreements to repurchase. Securities sold under agreements to repurchase are entered into with selected major government securities dealers and large banks, using MBS from our portfolio as collateral, and amounted to $5.2 billion, $3.9 billion, and $3.7 billion at September 30, 2005, December 31, 2004, and September 30, 2004, respectively.

Golden West, at the holding company level, occasionally issues senior and subordinated unsecured debt, although none was issued in 2004 or the first nine months of 2005. Golden West currently has no shelf registration on file with the SEC but plans to do so once the SEC’s new rules for “well-known seasoned issuers” come into effect on December 1, 2005. At September 30, 2005, Golden West, at the holding company level, had $994 million of senior debt outstanding compared to $993 million and $992 million at December 31, 2004 and September 30, 2004, respectively. Golden West had no subordinated debt outstanding during those time periods. As of September 30, 2005, Golden West’s senior debt was rated A1 and A+ by Moody’s and S&P, respectively, and its subordinated debt was rated A2 and A by Moody’s and S&P, respectively.

MANAGEMENT OF RISK

Our business strategy is to achieve sustainable earnings growth utilizing a low-risk business approach. We continue to execute and refine our business model to manage the key risks associated with being a residential mortgage portfolio lender, namely interest rate risk and credit risk. We also manage other risks, such as operational, regulatory, and management risk.

Management of Interest Rate Risk

Overview

Interest rate risk generally refers to the risk that changes in market interest rates could adversely affect a company’s financial condition. We strive to manage interest rate risk through the operation of our business, rather than relying on capital market techniques such as derivatives. Our strategy for managing interest rate risk includes:

• focusing on originating and retaining monthly adjusting ARMs in our portfolio;

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• funding these ARM assets with liabilities that respond in a similar manner to changes in market rates; and

• selling most of the limited number of fixed-rate loans that we originate, as well as fixed-rate loans that customers convert from ARMs.

As discussed further below, these strategies help us to maintain a close relationship between the yield on our assets and the cost of our liabilities throughout the interest rate cycle and thereby limit the sensitivity of net interest income and our primary spread to changes in market rates.

Asset/Liability Management

Our principal strategy to manage interest rate risk is to originate and keep in portfolio ARMs that provide interest rate sensitivity to the asset side of the balance sheet. The interest rates on most of our ARMs adjust monthly. At September 30, 2005, ARMs constituted 99% of our loan and MBS portfolio, and 97% of our ARM portfolio adjusted monthly.

The primary difference between how our ARMs and liabilities respond to interest rate changes is principally timing related. Specifically, rates on our liabilities tend to adjust more rapidly to interest rate changes than the yield on our ARM portfolio, primarily because of built-in reporting and repricing lags that are inherent in the indexes. Reporting lags occur because of the time it takes to gather the data needed to compute the indexes. Repricing lags occur because it may take a period of time before changes in market interest rates are significantly reflected in the indexes. In addition to the index lags, other structural features of the ARMs, described under “The Loan Portfolio - Structural Features of our ARMs,” can delay the repricing of our assets.

This timing disparity between our assets and liabilities can temporarily affect our primary spread until the indexes are able to reflect, or “catch up” with, the changes in market rates. Over a full interest rate cycle, the timing lags will tend to offset one another. The following chart summarizes the different relationships the indexes and short-term market interest rates could have at any point in time and the expected impact on our primary spread.

TABLE 15

Relationship between Indexes and Short-Term Market Interest Rates

and Expected Impact on Primary Spread

Market Interest Rate Scenarios	Relationship between Indexes and Short-Term Market Interest Rates and Expected Impact on Primary Spread
Market interest rates increase	The index increase lags the market interest rate increase, and therefore the primary spread would normally be expected to narrow temporarily until the index catches up with the higher market interest rates.
Market interest rates decline	The index decrease lags the market interest rate decrease, and therefore the primary spread would normally be expected to widen temporarily until the index catches up with the lower market interest rates.
Market interest rates remain constant	The primary spread would normally be expected to stabilize when the index catches up to the current market rate level.

As the table above indicates, although market rate changes impact the primary spread, the impact is principally a timing issue until the market rates are reflected in the applicable index. Also, a gradual change in rates would tend to have less of an impact on the primary spread than a sharp rise or decline in rates.

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To mitigate the lags discussed above, our ARM index strategy strives to match portions of our ARM portfolio with liabilities that have similar repricing characteristics, by which we mean the frequency of rate changes and the responsiveness of rate changes to fluctuations in market interest rates. The following table describes the indexes we use and shows how these indexes are intended to match with our liabilities. As discussed in the table, ARMs funded with savings historically have had similar repricing lags. The repricing lags of LIBOR-based ARMs and LIBOR-based market-rate borrowings have historically been somewhat different but these differences have been principally timing related. In particular, most of the Company’s interest rate sensitivity has come from CODI loans funded with borrowings.

TABLE 16

Summary of Key Indexes

	CODI	COSI	COFI
How the Index is Calculated	Based on a market rate, specifically the monthly yield of three-month certificates of deposit (secondary market), as published by the Federal Reserve Board. CODI is calculated by adding the twelve most recently published monthly yields together and dividing the result by twelve.	Equal to Golden West’s cost of deposits as reported monthly.	Equal to the monthly average cost of deposits and borrowings of savings institution members of the Federal Home Loan Bank System’s Eleventh District, which is comprised of California, Arizona, and Nevada.
Matching and Activity Levels
How the Index Matches the Company’s Liabilities	Historically, the three-month CD yield on which CODI is based has closely tracked LIBOR. Most of our borrowings from the FHLBs and the capital markets are based on LIBOR. The 12-month rolling aspect of CODI creates a timing lag.	COSI equals our own cost of deposits. COSI and the cost of our deposits are therefore matched subject only to the reporting lag described below.	Historically, COFI has tracked our cost of deposits. The match is not perfect since COFI includes the cost of savings and borrowings of many other institutions as well as our own.
% ARM Originations for First Nine Months of 2005	36%	62%	1%
Percentage of ARM Portfolio at Sep. 30, 2005	46%	42%	10%
Timing Lags (see descriptions in the paragraph below)
Reporting Lag	One month	One month	Two months
Repricing Lag	CODI is a 12-month rolling average and it takes time before the index is able to reflect, or “catch up” with, a change in market rates. Historically, this lag has been largely offset by a similar repricing lag on our deposits. However, the CODI repricing lag has not been offset by the much shorter lag on the Company’s borrowings.	The rates paid on many of our deposits may not respond immediately or fully to a change in market rates, but this lag is offset by the same repricing lag on our deposits.	The portfolio of liabilities comprising COFI do not all reprice immediately or fully to changes in market rates. Historically, this lag has been largely offset by a similar repricing lag on our deposits.

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As discussed above, market interest rate movements are the most significant factor that affects our primary spread. The primary spread is also influenced by:

• the shape of the yield curve (the difference between short-term and long-term interest rates) and competition in the home lending market, both of which influence the pricing of our adjustable and fixed-rate mortgage products;

• our efforts to attract deposits and competition in the retail investment market, which influence the pricing of our deposit products;

• the prices that we pay for our borrowings; and

• loan prepayment rates.

The table below shows the primary spread, and its main components, at September 30, 2005, December 31, 2004, and September 30, 2004.

TABLE 17

Yield on Interest-Earning Assets, Cost of Funds, and Primary Spread

	September 30 2005		December 31 2004		September 30 2004
Yield on loan portfolio and MBS	5.72	%	4.75	%	4.59	%
Yield on investments	3.93		2.08		1.90
Yield on interest-earning assets	5.70		4.73		4.57
Cost of deposits	2.97		2.08		1.97
Cost of borrowings	3.82		2.38		1.87
Cost of funds	3.38		2.22		1.93
Primary spread	2.32	%	2.51	%	2.64	%

During 2004, the Federal Reserve’s Open Market Committee raised the Federal Funds rate, a key short-term interest rate, five times, bringing the rate up to 2.25% at December 31, 2004 as compared to 1.00% at December 31, 2003. During the first nine months of 2005, the Federal Reserve’s Open Market Committee raised the Federal Funds rate six times, bringing the rate up to 3.75% at September 30, 2005. As a consequence, our cost of funds, which is related primarily to the level of short-term market interest rates, also increased. At the same time, the yield on our earning assets responded more slowly due to the ARM index lags described above.

The following table shows the average primary spread by quarter.

TABLE 18

Average Primary Spread

	For the Quarter Ended
	Sep. 30 2005		Jun. 30 2005		Mar. 31 2005		Dec. 31 2004		Sep. 30 2004
Average primary spread	2.37	%	2.39	%	2.46	%	2.60	%	2.70	%

For the five years ended September 30, 2005, which included periods of both falling and rising interest rates, our primary spread averaged 2.73%.

Financial institutions often provide a table with information about the “repricing gap,” which is the difference between the repricing of assets and liabilities. The following gap table shows the volume of assets and liabilities that reprice within certain time periods as of September 30, 2005, as well as the repricing gap and the cumulative repricing gap as a percentage of assets.

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TABLE 19

Repricing of Earning Assets and Interest-Bearing Liabilities,

Repricing Gaps, and Gap Ratios

As of September 30, 2005

(Dollars in millions)

	Projected Repricing(a)
	0 – 3 Months			4 – 12 Months			1 - 5 Years			Over 5 Years			Total
Earning Assets:
Securities available for sale	$	1,577		$	-0-		$	-0-		$	-0-		$	1,577
MBS:
Adjustable rate		1,193			-0-			-0-			-0-			1,193
Fixed-rate		18			40			158			176			392
Loans receivable:(b) (c)
Adjustable rate		111,720			1,216			639			-0-			113,575
Fixed-rate held for investment		84			170			405			235			894
Fixed-rate held for sale		125			-0-			-0-			-0-			125
Other(d)		1,982			-0-			-0-			132			2,114
Total	$	116,699		$	1,426		$	1,202		$	543		$	119,870
Interest-Bearing Liabilities:
Deposits(e)	$	33,258		$	21,995		$	3,175		$	1		$	58,429
FHLB advances		35,706			2,329			343			519			38,897
Other borrowings		11,485			200			2,164			495			14,344
Impact of interest rate swaps		1,900			-0-			(1,900	)		-0-			-0-
Total	$	82,349		$	24,524		$	3,782		$	1,015		$	111,670
Repricing gap	$	34,350		$	(23,098	)	$	(2,580	)	$	(472	)	$	8,200
Cumulative gap	$	34,350		$	11,252		$	8,672		$	8,200
Cumulative gap as a percentage of total assets		28.3	%		9.3	%		7.2	%

^(a) Based on scheduled maturity or scheduled repricing; loans and MBS reflect scheduled amortization and projected prepayments of principal based on current rates of prepayment.

^(b) Excludes nonaccrual loans (90 days or more past due).

^(c) Includes loans in process. Loans in process are funded, interest-earning loans that have not yet been entered into the loan servicing system due to the normal five to seven day processing lag.

^(d) Includes primarily cash in banks and Federal Home Loan Bank (FHLB) stock.

^(e) Liabilities with no maturity date, such as checking, passbook, and money market deposit accounts, are assigned zero months.

If all repricing assets and liabilities responded equally to changes in the interest rate environment, then the gap analysis would suggest that our earnings would rise when interest rates increase and would fall when interest rates decrease. However, as discussed above, the Company’s experience has been that the timing lags in our indexes tend to cause the yield on our assets to respond more slowly than the rates on our liabilities.

Interest Rate Swaps

We manage interest rate risk principally through the operation of our business. On occasion, however, we do enter into derivative contracts, particularly interest rate swaps. As of September 30, 2005, we had three interest rate swaps that were used to effectively convert payments on WSB’s fixed-rate senior debt to floating-rate payments. These interest rate swaps were designated as fair value hedges and qualified for what is called the shortcut method of hedge accounting. Because the swaps qualify for the shortcut method, an ongoing assessment of hedge effectiveness is not required, and the change in fair value of the hedged item is deemed to be equal to

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the change in the fair value of the interest rate swap. Accordingly, changes in the fair value of these swaps had no impact on the Consolidated Statement of Net Earnings. At September 30, 2005, we do not hold any derivative financial instruments for trading purposes.

The following table illustrates as of September 30, 2005, the maturities and weighted average rates for the interest rate swaps and the hedged fixed-rate senior debt.

Table 20

Maturities and Fair Value of the Interest Rate Swaps and the Related Hedged Senior Debt

As of September 30, 2005

(Dollars in thousands)

	Expected Maturity Date as of September 30, 2005
	2006			2007			2008			2009			2010			Total Balance			Fair Value
Hedged Fixed-Rate Senior Debt
Contractual maturity	$	-0-		$	-0-		$	700,000		$	1,200,000		$	-0-		$	1,900,000		$	1,865,536
Weighted average interest rate		.00	%		.00	%		4.28	%		4.39	%		.00	%		4.35	%
Swap Contracts																			$	(26,357	)
Notional amount	$	-0-		$	-0-		$	700,000		$	1,200,000		$	-0-		$	1,900,000
Weighted average interest rate paid		.00	%		.00	%		3.78	%		3.85	%		.00	%		3.83	%
Weighted average interest rate received		.00	%		.00	%		4.15	%		4.19	%		.00	%		4.18	%

The net effect of these transactions was that the Company effectively converted fixed-rate senior debt to floating-rate senior debt with a weighted average interest rate of 4.00% at September 30, 2005. The range of floating interest rates paid on swap contracts in the first nine months of 2005 was 2.51% to 3.92%. The range of fixed interest rates received on swap contracts in the first nine months of 2005 was 4.09% to 4.39%.

Management of Credit Risk

Credit risk refers to the risk of loss if a borrower fails to perform under a mortgage loan and the value of the underlying collateral is not sufficient to cover the loan amount. We manage credit risk principally by originating high-quality loans. We also mitigate credit risk through periodic loan reviews. Additionally, we closely monitor market trends, and take appropriate steps to protect our interests.

Our objective is to minimize nonperforming assets and troubled debt restructured and thereby maintain high profitability. Our business strategy does not involve assuming additional credit risk in the portfolio in order to be able to charge higher prices to consumers.

Underwriting and Appraisal Process

As part of our underwriting process, we evaluate the creditworthiness of potential borrowers based primarily on credit history and an evaluation of the potential borrower’s ability to repay the loan. We use systems developed internally based on years of experience evaluating credit risk. Although we use technological tools to help with underwriting evaluations, our underwriting personnel review each file and make final judgments. When evaluating a borrower’s ability to pay, we assess the ability to make fully amortizing monthly payments, even if the borrower has the option to make a lower initial monthly payment.

Our appraisal process is separate from our underwriting process to assure independence and accountability. We appraise the property that secures the loan by assessing its market value and marketability. We maintain an in-house staff to conduct and review property appraisals. Any external appraisers that we use are required to go through a training program with us, and each appraisal is reviewed by our internal appraisal staff.

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The underwriting and appraisal process that we use for loans originated for sale may differ from that described above due to the purchaser’s specific standards and system requirements.

California Housing Market

Although we originate a high volume of loans in California, we do virtually no lending in the more volatile high-priced end of the California real estate market. We have adopted this strategy in an effort to minimize our credit risk exposure to potential adverse conditions in California. The average loan size for our California one- to four-family first mortgage originations in the first nine months of 2005 was approximately $333 thousand.

Loan to Value Ratio

The loan to value ratio, or LTV, is the loan balance of a first mortgage expressed as a percentage of the appraised value of the property at the time of origination. A combined loan to value, or CLTV, refers to the sum of the first and second mortgage loan balances as a percentage of total appraised value at the time of origination. When we discuss LTVs below, we are referring to cases when our borrower obtained only a first mortgage from us at origination. When we discuss CLTVs below, we are referring to cases when our borrower obtained both a first mortgage and a second mortgage from us. The second mortgage may be either a fixed-rate loan or an ELOC.

Historically, foreclosed loans with LTVs or CLTVs greater than 80% at origination have resulted in greater credit losses as compared to loans originated with LTVs or CLTVs at 80% or lower. We therefore focus our lending activity on loans that have LTVs or CLTVs at or below 80%. In addition, we take steps to reduce the potential credit risk with respect to loans with LTVs or CLTVs over 80%. Among other things:

• a significant percentage of first mortgage loans in our portfolio that began with LTVs over 80% carry mortgage insurance, which reimburses us for losses up to a specified percentage per loan, thereby reducing the effective LTV to below 80%;

• the LTV or CLTV may not exceed 95% of the appraised value of a single-family residence at the time of origination; and

• we carry pool mortgage insurance on most ELOCs and most fixed-rate seconds held for investment when the CLTV exceeds 80% at origination; for ELOCs the cumulative losses covered by this pool mortgage insurance are limited to 10% or 20% of the aggregate of the highest balance of each loan originally in the pool; for fixed-rate seconds the cumulative losses covered by this pool mortgage insurance are limited to 10% or 20% of the original balance of each insured pool.

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The following table shows mortgage originations with LTVs or CLTV greater than 80% for the three and nine months ended September 30, 2005 and 2004. LTV or CLTV is based on the original amount of the loan(s) divided by the appraised value of the property at the time of origination.

TABLE 21

Mortgage Originations with

LTVs or CLTVs Greater Than 80%

(Dollars in thousands)

	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
First mortgages with LTVs greater than 80%:
With mortgage insurance	$	12,443		$	19,084		$	32,191		$	65,353
With no mortgage insurance		58,815			28,906			126,960			72,990
Total	$	71,258		$	47,990		$	159,151		$	138,343
Percentage of total originations		.52	%		.34	%		.41	%		.39	%
First and second mortgages with
CLTVs greater than 80%:(a)
With pool insurance on second mortgages	$	836,302		$	1,078,091		$	2,236,372		$	2,988,736
With no pool insurance		4,124			142,931			12,030			366,195
Total	$	840,426		$	1,221,022		$	2,248,402		$	3,354,931
Percentage of total originations		6.10	%		8.68	%		5.86	%		9.34	%

^(a) For ELOCs, only amounts drawn at the establishment of the line of credit are included in originations. The CLTV calculation for this table excludes any unused portion of the line of credit. The CLTV data only includes firsts and seconds that were originated together in the same month.

The following table shows at September 30, 2005 and 2004 the outstanding principal balance of first mortgages with original and current LTV ratios greater than 80%. LTV is based on the outstanding balance of the first mortgage divided by the most recent appraised value, which in most cases is the original appraised value at origination.

TABLE 22

Balance of First Mortgages with Original and Current

Loan to Value Ratios Greater Than 80% ^(a)

(Dollars in thousands)

	As of September 30
	2005			2004
First mortgages with original and current
LTV ratios greater than 80%:
With mortgage insurance	$	387,765		$	484,260
With no mortgage insurance		231,677			162,876
Total	$	619,442		$	647,136
Percentage of total loan portfolio		1	%		1	%

^(a) Excludes loan balances with original LTV ratios over 80% that now have current LTV ratios below 80%, as well as loan balances with original LTV ratios under 80% that have current LTV ratios over 80%.

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The following table shows at September 30, 2005 and 2004 the outstanding principal balance of combined first and second mortgages with CLTV ratios greater than 80%. CLTV is based on the outstanding balance of the combined first and second mortgages divided by the most recent appraised value, which in most cases is the original appraised value at origination.

TABLE 23

Balance of Mortgages with

Combined Loan to Value Ratios Greater Than 80%

(Dollars in thousands)

	As of September 30
	2005			2004
First and second mortgages with CLTV ratios greater than 80%:
With pool insurance on second mortgages	$	5,862,982		$	6,256,865
With no pool insurance		374,131			485,166
Total	$	6,237,113		$	6,742,031
Percentage of total loan portfolio		5	%		7	%

At September 30, 2005, December 31, 2004, and September 30, 2004, the aggregate average of LTVs and CLTVs on the loans in portfolio was 68%, 69%, and 69%, respectively. When making these calculations, we generally do not take into account changes in property values since the time of origination.

We believe that by emphasizing LTVs below 80%, and insuring most loans with LTVs or CLTVs above 80%, we have helped to mitigate our exposure to a disruption in the real estate market that could cause property values to decline. Nonetheless, it is reasonable to expect that a significant decline in the values of residential real estate could result in increased rates of delinquencies, foreclosures, and losses.

Asset Quality

An important measure of the soundness of our loan and MBS portfolio is the ratio of nonperforming assets (NPAs) and troubled debt restructured (TDRs) to total assets. Nonperforming assets include nonaccrual loans (that is, loans, including loans securitized into MBS with recourse, that are 90 days or more past due) and real estate acquired through foreclosure. No interest is recognized on nonaccrual loans. TDRs are made up of loans on which delinquent payments have been capitalized or on which temporary interest rate reductions have been made, primarily to customers impacted by adverse economic conditions.

Our credit risk management practices have enabled us to have low NPAs and TDRs throughout our history. However, even by our standards, NPAs and TDRs have been unusually low in recent years. Although we believe that our lending practices have historically been the primary contributor to our low NPAs and TDRs, the sustained period of low interest rates and rapid home price appreciation during the past several years contributed to the low level of NPAs and TDRs. It is unlikely that such historically low levels of NPAs and TDRs will continue indefinitely.

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The following table sets forth the components of our NPAs and TDRs and the various ratios to total assets at September 30, 2005, December 31, 2004, and September 30, 2004.

TABLE 24

Nonperforming Assets and Troubled Debt Restructured

(Dollars in thousands)

	September 30 2005			December 31 2004			September 30 2004
Nonaccrual loans	$	335,376		$	332,329		$	346,585
Foreclosed real estate		8,828			11,461			8,815
Total nonperforming assets	$	344,204		$	343,790		$	355,400
TDRs	$	125		$	3,810		$	3,821
Ratio of NPAs to total assets		.28	%		.32	%		.35	%
Ratio of TDRs to total assets		.00	%		.00	%		.00	%
Ratio of NPAs and TDRs to total assets		.28	%		.33	%		.35	%

The following tables set forth the components of our NPAs for Northern and Southern California and for all states with more than 2% of the total loan balance at September 30, 2005.

TABLE 25

Nonperforming Assets by State

September 30, 2005

(Dollars in thousands)

	Nonaccrual Loans(a) (b)						Foreclosed Real Estate (FRE)
	Residential Real Estate				Commercial Real		Residential Real Estate				Total		NPAs as a % of
State	1 – 4		5+		Estate		1 - 4		5+		NPAs		Loans
Northern California	$	82,551	$	-0-	$	-0-	$	637	$	-0-	$	83,188	.21	%
Southern California		48,514		-0-		103		-0-		-0-		48,617	.15
Florida		18,290		-0-		-0-		-0-		-0-		18,290	.24
New Jersey		23,050		-0-		-0-		236		-0-		23,286	.45
Texas		37,932		-0-		-0-		4,726		-0-		42,658	1.25
Illinois		18,206		-0-		-0-		31		-0-		18,237	.62
Virginia		1,784		-0-		-0-		-0-		-0-		1,784	.07
Washington		11,900		-0-		-0-		-0-		-0-		11,900	.48
Other states(c)		91,093		1,953		-0-		3,198		-0-		96,244	.50
Totals	$	333,320	$	1,953	$	103	$	8,828	$	-0-	$	344,204	.30	%

^(a) Nonaccrual loans are 90 days or more past due and interest is not recognized on these loans.

^(b) The balances include loans that were securitized into MBS with recourse.

^(c) Each state included in Other states has a total loan balance that is less than 2% of total loans.

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TABLE 26

Nonperforming Assets by State

September 30, 2004

(Dollars in thousands)

	Nonaccrual Loans(a) (b)						FRE
	Residential Real Estate				Commercial Real Estate		Residential Real Estate				Total NPAs		NPAs as a % of Loans
State	1 – 4		5+				1 - 4		5+
Northern California	$	91,550	$	-0-	$	-0-	$	637	$	-0-	$	92,187	.28	%
Southern California		52,779		-0-		104		-0-		-0-		52,883	.20
Florida		20,889		-0-		-0-		381		-0-		21,270	.38
New Jersey		21,792		-0-		-0-		-0-		-0-		21,792	.54
Texas		42,365		-0-		-0-		3,945		-0-		46,310	1.41
Illinois		15,406		-0-		-0-		72		-0-		15,478	.62
Virginia		1,809		-0-		-0-		-0-		-0-		1,809	.10
Washington		12,721		423		-0-		-0-		-0-		13,144	.58
Other states(c)		86,567		180		-0-		3,780		-0-		90,527	.58
Totals	$	345,878	$	603	$	104	$	8,815	$	-0-	$	355,400	.38	%

^(a) Nonaccrual loans are 90 days or more past due and interest is not recognized on these loans.

^(b) The balances include loans that were securitized into MBS with recourse.

^(c) Each state included in Other states has a total loan balance that is less than 2% of total loans based on the balances at September 30, 2005.

The lower balance of total NPAs at September 30, 2005 as compared to September 30, 2004 reflected the impact of the continued strong housing market and prevailing economic conditions. We attribute the relatively high level of NPAs in Texas to economic difficulties in the state over the past several years. Although economic conditions may be improving in Texas, some weakness remains in the residential lending market. We closely monitor all delinquencies and take appropriate steps to protect our interests. Interest foregone on nonaccrual loans (loans 90 days or more past due) amounted to an expense of $1.3 million and $2.8 million for the three and nine months ended September 30, 2005, compared to a recovery of $560 thousand and $1.0 million for the third quarter and first nine months of 2004.

Allowance for Loan Losses

We provide specific valuation allowances for losses on loans when impaired and a write-down on foreclosed real estate when any significant and permanent decline in value is identified. We also utilize a methodology for monitoring and estimating probable loan losses that is based on both our historical loss experience in the loan portfolio and factors reflecting current economic conditions. This approach uses a database that identifies losses on loans and foreclosed real estate from past years to the present, broken down by the age of the loan. This approach also takes into consideration current trends in economic growth, unemployment, housing market activity, and home prices for the nation and individual geographical regions. Based on the analysis of historical performance, current conditions, and other risks, management estimates a range of loss allowances by type of loan and risk category to cover probable losses in the portfolio. One-to-four single-family real estate loans are evaluated as a group. In addition, periodic reviews are made of major multi-family and commercial real estate loans and foreclosed real estate. Where indicated, valuation allowances are established or adjusted. In estimating probable losses, consideration is given to the estimated sales price, cost of refurbishing the security property, payment of delinquent taxes, cost of disposal, and cost of holding the property. Additions to and reductions from the allowances are reflected in current earnings based upon quarterly reviews of the portfolio and the methodology and historical analyses are reviewed quarterly.

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The table below shows the changes in the allowance for loan losses for the three and nine months ended September 30, 2005 and 2004.

TABLE 27

Changes in Allowance for Loan Losses

(Dollars in thousands)

	Three Months Ended September 30						Nine Months Ended September 30
	2005			2004			2005			2004
Beginning allowance for loan losses	$	291,687		$	289,996		$	290,110		$	289,937
Provision for losses		2,810			197			5,501			830
Loans charged off		(1,536	)		(536	)		(3,586	)		(1,763	)
Recoveries		414			422			1,350			1,075
Ending allowance for loan losses	$	293,375		$	290,079		$	293,375		$	290,079
Annualized ratio of provision for loan losses to average loans receivable and MBS with recourse held to maturity		.01	%		.00	%		.01	%		.00	%
Annualized ratio of net chargeoffs to average loans receivable and MBS with recourse held to maturity		.00	%		.00	%		.00	%		.00	%
Ratio of allowance for loan losses to total loans held for investment and MBS with recourse held to maturity								.25	%		.30	%
Ratio of allowance for loan losses to NPAs								85.2	%		81.6	%

The provision for loan losses continued to reflect the low level of nonperforming assets and net chargeoffs that we experienced as a result of the strong nationwide housing market and the prevailing economic conditions.

Management of Other Risks

We manage other risks that are common to companies in other industries, including operational, regulatory, and management risk.

Operational Risk

Operational risk refers to the risk of loss resulting from inadequate or failed processes or systems, human factors, or external events. These events could result in financial losses and other negative consequences, including reputational harm.

We mitigate operational risk in a variety of ways, including the following:

• we promote a corporate culture focused on high ethical conduct, superior customer service, and continual process and productivity improvements;

• we focus our efforts on a single line of business;

• our management and Board of Directors generally have long tenures with the Company, giving us the benefit of experience and institutional memory in managing through business cycles and addressing other strategic issues;

• our business managers have the responsibility for adopting and monitoring appropriate controls for their business units, both under long-standing banking regulations and Section 404 of the Sarbanes-Oxley Act;

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• we have maintained an Internal Audit Department for decades that regularly audits our business, including operational controls and information security; the Internal Audit Department reports directly to the Audit Committee of the Board of Directors, all of the members of which are independent directors under the New York Stock Exchange’s corporate governance standards;

• we maintain strong relationships and open dialogue with our regulators, who regularly conduct evaluations of our operations and controls;

• our management has regular discussions with rating agencies that routinely evaluate our creditworthiness;

• our business managers and other employees, as well as internal and external legal counsel and auditors, understand they are expected to communicate any material issues not otherwise properly addressed promptly to senior management and, if appropriate, the Board of Directors or a committee thereof;

• we monitor the strength and reputations of our counterparties;

• we perform as many of the business functions and operations internally as economically feasible to retain control of our operations;

• we have and enforce codes of conduct and ethics for employees, officers, and directors; and

• we have insurance and contingency plans in place in case of enterprise-wide business interruption.

Although these actions cannot fully protect us from all operational risks, we believe that they do help protect us from many adverse events and also reduce the severity of issues that might arise.

Regulatory Risk

By regulatory risk, we mean the risk that laws or regulations could change in a manner that adversely affects our business. This is a risk that is largely outside our control, although we participate in and monitor legal, regulatory, and judicial developments that could impact our business. Among the issues that have received attention recently include:

• laws and regulations that impact lending, deposit, and mutual fund activities;

• rules that affect the amount of regulatory capital that banks and other types of financial institutions are required to maintain;

• changes to the regulation of the housing government sponsored enterprises, including the Federal Home Loan Banks; and

• federal and state privacy laws and regulations that impact how customer information can be used.

We continue to work with policymakers, trade groups, and others to try to ensure that any legal or regulatory developments reflect sound public policy and do not uniquely and adversely affect us.

Management Risk

Management risk is mitigated by having well-trained and experienced employees in key positions who can assume management roles in both the immediate and longer-term future. In addition, senior management meets at least twice a year with the Board of Directors in executive sessions to discuss recommendations and evaluations of potential successors to key members of management, along with a review of any development plans that are recommended for such individuals.

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RESULTS OF OPERATIONS

The following table summarizes selected income statement results for the three and nine months ended September 30, 2005 and 2004.

TABLE 28

Selected Financial Results

(Dollars in thousands)

	Three Months Ended September 30				Nine Months Ended September 30
	2005		2004		2005		2004
Interest income	$	1,631,766	$	1,072,930	$	4,407,453	$	2,990,419
Interest expense		883,938		407,801		2,235,496		1,063,350
Net interest income		747,828		665,129		2,171,957		1,927,069
Provision for loan losses		2,810		197		5,501		830
Noninterest income		129,434		71,605		324,132		212,559
General and administrative expenses		237,382		210,460		700,195		617,507
Taxes on income		254,830		201,299		699,474		580,071
Net earnings	$	382,240	$	324,778	$	1,090,919	$	941,220

Net Interest Income

The largest component of our revenue and earnings is net interest income, which is the difference between the interest and dividends earned on loans and other investments and the interest paid on customer deposits and borrowings. Long-term growth of our net interest income, and hence earnings, is related to the ability to expand the mortgage portfolio, our primary earning asset, by originating and retaining high-quality adjustable rate mortgages. In the short term, however, net interest income can be influenced by business conditions, especially movements in short-term interest rates.

The 13% increase in net interest income in the first nine months of 2005 compared with the prior year resulted primarily from the growth in the loan portfolio, our principal earning asset. Between September 30, 2005 and September 30, 2004, our earning asset balance increased by $21 billion or 21%. This growth resulted from strong mortgage originations which more than offset loan repayments and loan sales. Partially offsetting the benefit to net interest income of a larger average earning asset balance in the first nine months of 2005 was a decrease in our average primary spread, which is the monthly average of the monthend difference between the yield on loans and other investments and the rate paid on deposits and borrowings. The primary spread is discussed under “Management of Interest Rate Risk - Asset/Liability Management.”

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TABLE 29

Average Daily Balances, Annualized Average Yield, and End of Period Yield

for Earning Assets and Interest-Bearing Liabilities

(Dollars in thousands)

	Three Months Ended September 30, 2005						Three Months Ended September 30, 2004
	Average Daily Balances(a)		Annualized Average Yield		End of Period Yield		Average Daily Balances(a)		Annualized Average Yield		End of Period Yield
ASSETS
Loans receivable and MBS(b)	$	113,783,057	5.62	%	5.72	%	$	92,331,100	4.57	%	4.59	%
Investments		1,614,787	4.04		3.93			1,231,510	2.00		1.90
Invest. in capital stock of FHLBs		1,719,229	4.17		n/a	(c)		1,420,809	3.63		n/a	(c)
Earning assets	$	117,117,073	5.57	%	5.70	%	$	94,983,419	4.52	%	4.57	%
LIABILITIES
Deposits:
Checking accounts	$	4,706,912	1.50	%	1.68	%	$	5,783,849	1.41	%	1.36	%
Savings accounts(d)		15,585,767	1.90		1.93			32,624,180	1.83		1.87
Term accounts		38,665,464	3.41		3.53			11,855,631	2.50		2.55
Total deposits		58,958,143	2.86		2.97			50,263,660	1.94		1.97
Advances from FHLBs		36,814,834	3.57		3.79			30,781,859	1.61		1.78
Reverse repurchases		4,899,427	3.57		3.74			3,582,826	1.54		1.77
Other borrowings(e)		9,422,082	3.82		4.03			4,572,513	2.34		2.54
Interest-bearing liabilities	$	110,094,486	3.21	%	3.38	%	$	89,200,858	1.83	%	1.93	%
Average net yield			2.36	%					2.69	%
Primary Spread					2.32	%					2.64	%
Net interest income	$	747,828					$	665,129
Net yield on average earning assets(f)			2.55	%					2.80	%

^(a) Includes balances of assets and liabilities that were acquired and matured within the same month.

^(b) Includes nonaccrual loans (90 days or more past due).

^(c) FHLB stock pays dividends; no end of period interest yield applies.

^(d) Includes money market deposit accounts and passbook accounts.

^(e) The Company entered into two interest rate swaps in 2004 and one in 2005 to effectively convert certain fixed-rate debt to variable rate debt. Because the swaps qualify as fair value hedges, the debt is recorded at fair value.

^(f) Net interest income divided by daily average of earning assets.

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TABLE 30

Average Daily Balances, Annualized Average Yield, and End of Period Yield

for Earning Assets and Interest-Bearing Liabilities

(Dollars in thousands)

	Nine Months Ended September 30, 2005						Nine Months Ended September 30, 2004
	Average Daily Balances(a)		Annualized Average Yield		End of Period Yield		Average Daily Balances(a)		Annualized Average Yield		End of Period Yield
ASSETS
Loans receivable and MBS(b)	$	109,123,233	5.27	%	5.72	%	$	85,848,185	4.57	%	4.59	%
Investments		1,489,612	3.54		3.93			1,574,843	1.57		1.90
Invest. in capital stock of FHLBs		1,674,530	4.05		n/a	(c)		1,272,619	3.34		n/a	(c)
Earning assets	$	112,287,375	5.23	%	5.70	%	$	88,695,647	4.49	%	4.57	%
LIABILITIES
Deposits:
Checking accounts	$	4,910,641	1.37	%	1.68	%	$	5,719,013	1.39	%	1.36	%
Savings accounts(d)		21,234,155	1.89		1.93			30,925,953	1.75		1.87
Term accounts		30,602,769	3.19		3.53			11,678,663	2.43		2.55
Total deposits		56,747,565	2.55		2.97			48,323,629	1.87		1.97
Advances from FHLBs		35,819,980	3.07		3.79			26,871,203	1.39		1.78
Reverse repurchases		4,418,855	3.10		3.74			3,030,591	1.29		1.77
Other borrowings(e)		8,710,969	3.40		4.03			4,977,945	2.02		2.54
Interest-bearing liabilities	$	105,697,369	2.82	%	3.38	%	$	83,203,368	1.70	%	1.93	%
Average net yield			2.41	%					2.79	%
Primary Spread					2.32	%					2.64	%
Net interest income	$	2,171,957					$	1,927,069
Net yield on average earning assets(f)			2.58	%					2.90	%

^(a) Includes balances of assets and liabilities that were acquired and matured within the same month.

^(b) Includes nonaccrual loans (90 days or more past due).

^(c) FHLB stock pays dividends; no end of period interest yield applies.

^(d) Includes money market deposit accounts and passbook accounts.

^(e) The Company entered into two interest rate swaps in 2004 and one in 2005 to effectively convert certain fixed-rate debt to variable rate debt. Because the swaps qualify as fair value hedges, the debt is recorded at fair value.

^(f) Net interest income divided by daily average of earning assets.

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Noninterest Income

The increase in noninterest income for the third quarter and first nine months of 2005 as compared to the same periods in 2004 resulted primarily from an increase in prepayment fees principally due to higher loan prepayments. Prepayment fees amounted to $89 million and $210 million for the three and nine months ended September 30, 2005 compared to $44 million and $115 million for the comparable periods in 2004.

General and Administrative Expenses

G&A expenses increased in the third quarter and first nine months of 2005 to support the record loan volume and the continued investment in resources to support future growth.

G&A as a percentage of average assets (the “G&A ratio”) on an annualized basis was .80% and .81% for the third quarter and first nine months of 2005 compared to .87% and .91% for the same periods in 2004. The G&A ratio was lower in the third quarter and first nine months of 2005 as compared to the same periods in 2004 because the Company’s strong asset growth over the past 12 months more than offset the increase in G&A expense. G&A as a percentage of net interest income plus noninterest income (the “efficiency ratio”) amounted to 27.06% and 28.05% for the third quarter and first nine months of 2005 compared to 28.57% and 28.86% for the third quarter and first nine months of 2004.

Taxes on Income

We utilize the accrual method of accounting for income tax purposes. Taxes as a percentage of earnings were 40.0% and 39.1% for the third quarter and first nine months of 2005 compared to 38.3% and 38.1% for the comparable periods in 2004. From quarter to quarter, the effective tax rate may fluctuate due to various state tax matters, particularly changes in the volume of business activity in the various states in which we operate.

LIQUIDITY AND CAPITAL MANAGEMENT

Liquidity Management

The objective of our liquidity management is to ensure we have sufficient liquid resources to meet all our obligations in a timely and cost-effective manner under both normal operational conditions and periods of market stress. We monitor our liquidity position on a daily basis so that we have sufficient funds available to meet operating requirements, including supporting our lending and deposit activities and replacing maturing obligations. We also review our liquidity profile on a regular basis to ensure that the capital needs of Golden West and its bank subsidiaries are met and that we can maintain strong credit ratings.

The creation and maintenance of collateral is an important component of our liquidity management. Loans, securitized loans, and to a much smaller extent purchased MBS are available to be used as collateral for borrowings. Our objective is to maintain a sufficient supply and variety of collateral so that we have the flexibility to access different secured borrowings at any time. We regularly test ourselves against various scenarios to confirm that we would have more than sufficient collateral to meet borrowing needs under both current and adverse market conditions.

The principal sources of funds for Golden West at the holding company level are dividends from subsidiaries, interest on investments, and the proceeds from the issuance of debt securities. Various statutory and regulatory restrictions and tax considerations limit the amount of dividends WSB can distribute to Golden West. The principal uses of funds at Golden West are for the payment of interest and principal on debt securities, capital contributions to its insured bank subsidiary, dividends to stockholders, the purchase of Golden West stock, and general and administrative expenses. At September 30, 2005, December 31, 2004, and September 30, 2004, Golden West’s total cash and investments amounted to $1.0 billion, $817 million, and $841 million, respectively.

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WSB’s principal sources of funds are cash flows generated from loan repayments; deposits; borrowings from the FHLB of San Francisco; borrowings from its WTX subsidiary; bank notes; debt collateralized by mortgages, MBS, or securities; sales of loans; earnings; and borrowings from Golden West. In addition, WSB has other alternatives available to provide liquidity or finance operations including wholesale certificates of deposit, federal funds purchased, and additional borrowings from private and public offerings of debt. Furthermore, under certain conditions, WSB may borrow from the Federal Reserve Bank of San Francisco to meet short-term cash needs. As of September 30, 2005, WSB maintained approximately $8.0 billion of collateral with the Federal Reserve Bank of San Francisco to expedite its ability to borrow from the Federal Reserve Bank if necessary.

Capital Management

Strong capital levels are important for the safe and sound operation of a financial institution. One of our key operating objectives is to maintain a strong capital position to support growth of our loan portfolio and provide substantial operating flexibility. Also, capital invested in earning assets enhances profit. Maintaining strong capital reserves also allows our bank subsidiaries to meet and exceed regulatory capital requirements and contributes to favorable credit ratings. As of September 30, 2005, WSB, our primary subsidiary, had long-term unsecured credit ratings of Aa3 and AA-, respectively, from Moody’s Investors Service and Standard & Poor’s, the nation’s two leading credit evaluation agencies.

Stockholders’ Equity

Our stockholders’ equity amounted to $8.3 billion, $7.3 billion, and $6.9 billion at September 30, 2005, December 31, 2004, and September 30, 2004, respectively. All of our stockholders’ equity is tangible common equity. Stockholders’ equity increased by $996 million during the first nine months of 2005 as a result of net earnings partially offset by decreased market values of securities available for sale, by the payment of quarterly dividends to stockholders and by the $25 million cost of the repurchase of Golden West stock. Stockholders’ equity increased by $944 million during the first nine months of 2004 as a result of net earnings and the increased market values of securities available for sale partially offset by the payment of quarterly dividends to stockholders. Our stockholders’ equity to total asset ratio was 6.82%, 6.81%, and 6.87% at September 30, 2005, December 31, 2004, and September 30, 2004, respectively.

Uses of Capital

As in prior years, we retained most of our earnings in the first nine months of 2005. The 18% annualized growth in our net worth for the first nine months of 2005 allowed us to support the substantial growth in our loan portfolio. Expanding the balance of our loans receivable is the first priority for use of our capital, because these earning assets generate the net interest income that is our largest source of revenue.

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The following table shows repurchases of Golden West common stock for each calendar month in the quarter ended September 30, 2005.

TABLE 31

Common Stock Repurchase Activity

	Total Number of Shares Repurchased	Weighted-Average Price Paid Per Share		Total Number of Shares Repurchased as Part of Authorization(a)	Maximum Number of Shares that May Yet Be Repurchased Under the Authorization
July	-0-		—	-0-	18,656,358
August	-0-		—	-0-	18,656,358
September	425,000	$	59.19	425,000	18,231,358
Total	425,000	$	59.19	425,000	18,231,358

^(a) In September 2001, the Company’s Board of Directors authorized the repurchase of up to 31,733,708 shares. Unless modified or revoked by the Board of Directors, the 2001 authorization does not expire. The 2001 authorization is the only active authorization because all prior authorizations have expired, including four authorizations made between 1993 and 1999 under which all 89,463,906 authorized shares were repurchased.

We repurchased an additional 560,000 shares in October 2005 at a weighted-average price per share of $58.44. WSB earnings are expected to continue to be the major source of funding for the stock purchase program. The purchase of Golden West stock is not intended to have a material impact on the normal liquidity of the Company.

Regulatory Capital

Our bank subsidiaries, WSB and WTX, are subject to capital requirements described in detail in Note A to the Notes to Consolidated Financial Statements included in the Form 10-K. As of September 30, 2005, the most recent notification from the Office of Thrift Supervision categorized WSB and WTX as “well-capitalized,” the highest capital tier established by the OTS and other bank regulatory agencies. There are no conditions or events that have occurred since that notification that we believe would have an impact on the “well-capitalized” categorization of WSB or WTX. These high capital levels qualify our bank subsidiaries for the minimum federal deposit insurance rates and enable our subsidiaries to minimize time-consuming and expensive regulatory burdens.

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The following tables show WSB’s and WTX’s regulatory capital ratios and compare them to the OTS minimum requirements at September 30, 2005 and 2004.

TABLE 32

Regulatory Capital Ratios, Minimum Capital Requirements,

and Well-Capitalized Capital Requirements

As of September 30, 2005

(Dollars in thousands)

	ACTUAL				MINIMUM CAPITAL REQUIREMENTS				WELL-CAPITALIZED CAPITAL REQUIREMENTS
	Capital		Ratio		Capital		Ratio		Capital		Ratio
WSB and Subsidiaries
Tangible	$	7,980,827	6.62	%	$	1,808,186	1.50	%		—	—
Tier 1 (core or leverage)		7,980,827	6.62			4,821,830	4.00		$	6,027,287	5.00	%
Tier 1 risk-based		7,980,827	12.28			—	—			3,899,167	6.00
Total risk-based		8,273,615	12.73			5,198,889	8.00			6,498,611	10.00
WTX
Tangible	$	734,773	5.24	%	$	210,449	1.50	%		—	—
Tier 1 (core or leverage)		734,773	5.24			561,196	4.00		$	701,496	5.00	%
Tier 1 risk-based		734,773	22.98			—	—			191,870	6.00
Total risk-based		737,645	23.07			255,826	8.00			319,783	10.00

TABLE 33

Regulatory Capital Ratios, Minimum Capital Requirements,

and Well-Capitalized Capital Requirements

As of September 30, 2004

(Dollars in thousands)

	ACTUAL				MINIMUM CAPITAL REQUIREMENTS				WELL-CAPITALIZED CAPITAL REQUIREMENTS
	Capital		Ratio		Capital		Ratio		Capital		Ratio
WSB and Subsidiaries
Tangible	$	6,793,206	6.80	%	$	1,498,144	1.50	%		—	—
Tier 1 (core or leverage)		6,793,206	6.80			3,995,050	4.00		$	4,993,813	5.00	%
Tier 1 risk-based		6,793,206	12.56			—	—			3,246,406	6.00
Total risk-based		7,080,599	13.09			4,328,542	8.00			5,410,677	10.00
WTX
Tangible	$	679,686	5.41	%	$	188,486	1.50	%		—	—
Tier 1 (core or leverage)		679,686	5.41			502,629	4.00		$	628,287	5.00	%
Tier 1 risk-based		679,686	24.26			—	—			168,096	6.00
Total risk-based		681,023	24.31			224,128	8.00			280,160	10.00

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OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS

Like other mortgage lenders and in the ordinary course of our business, we engage in financial transactions that are not recorded on the balance sheet. We also enter into certain contractual obligations. For additional information on off-balance sheet arrangements and other contractual obligations, see “Off-Balance Sheet Arrangements and Contractual Obligations” in the Company’s 2004 Annual Report on Form 10-K.

CRITICAL ACCOUNTING POLICIES AND USES OF ESTIMATES

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events, including interest rate levels and repayments. These estimates and assumptions affect the amounts reported in the financial statements. Management reviews and approves our significant accounting policies on a quarterly basis and discusses them with the Audit Committee at least annually. These policies are described in “Critical Accounting Policies and Uses of Estimates” and in Note A to the Consolidated Financial Statements of the Company’s 2004 Annual Report on Form 10-K.

NEW ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123 (Revised 2004), “Share-Based Payment” (SFAS 123R). This statement is a revision of SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” This statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award. This statement eliminates the ability to account for share-based compensation transactions using APB 25.

In March 2005, the SEC issued Staff Accounting Bulletin (SAB) No. 107 which provides public companies additional guidance in applying the provisions of SFAS 123R. The SAB expresses the views of the SEC staff regarding the interaction between SFAS 123R and certain existing SEC rules and regulations and provide the SEC staff’s views regarding the valuation of share-based payment arrangements for public companies. The SAB would be applied upon the adoption of SFAS 123R.

In April 2005, the SEC amended the date for compliance with SFAS 123R so that each entity that is not a small business issuer will be required to prepare financial statements in accordance with Statement 123R beginning with the first interim or annual reporting period of the registrant’s first fiscal year beginning on or after December 15, 2005. The Company is evaluating the requirements of SFAS 123R and expects that the adoption of SFAS 123R will result in amounts that are similar to the current pro forma disclosures under SFAS 123.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (SFAS 154). This statement replaces APB Opinion No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements,” and revises the requirements for the accounting for and reporting of a change in accounting principle. SFAS 154 applies to all voluntary changes in accounting principle and to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. This statement requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. This statement shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, but early adoption is permitted.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We estimate the sensitivity of our net interest income, net earnings, and capital ratios to interest rate changes and anticipated growth based on simulations using an asset/ liability model which takes into account the lags described on pages 28 through 30. The simulation model projects net interest income, net earnings, and capital ratios based on a significant interest rate increase that is sustained for a thirty-six month period. The model is based on the actual maturity and repricing characteristics of interest-rate sensitive assets and liabilities which takes into account the lags previously described. For mortgage assets, the model incorporates assumptions regarding the impact of changing interest rates on prepayment rates, which are based on our historical prepayment experience. The model also factors in projections for loan and liability growth. Based on the information and assumptions in effect at September 30, 2005, a 200 basis point rate increase sustained over a thirty-six month period would temporarily reduce our primary spread, but would not adversely affect our long-term profitability and financial strength.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company has carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officers and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2005. Based upon that evaluation, the Chief Executive Officers and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic SEC filings.

Internal Control Over Financial Reporting

No changes were made in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, these controls during the quarter ended September 30, 2005.

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS

Exhibit No.	Description
3 (a)	Restated Certificate of Incorporation, as amended, is incorporated by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form 10-Q (File No. 1-4629) for the quarter ended March 31, 2004.
3 (b)	By-Laws of the Company, as amended, are incorporated by reference to Exhibit 3(b) to the Company’s Quarterly Report on Form 10-Q (file No. 1-4629) for the quarter ended June 30, 2004.
4 (a)	The Registrant agrees to furnish to the Commission, upon request, a copy of each instrument with respect to issues of long-term debt, the authorized principal amount of which does not exceed 10% of the total assets of the Company.
10 (a)	1996 Stock Option Plan, as amended and restated February 2, 1996, and as further amended May 2, 2001, is incorporated by reference to Exhibit 10(a) of the Company’s Annual Report on Form 10-K (File No. 1-4629) for the year ended December 31, 2002.
10 (b)	Incentive Bonus Plan, as amended and restated, is incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 15, 2002, for the Company’s 2002 Annual Meeting of Stockholders.
10 (c)	Deferred Compensation Agreement between the Company and James T. Judd is incorporated by reference to Exhibit 10(b) of the Company’s Annual Report on Form 10-K (File No. 1-4629) for the year ended December 31, 1986.
10 (d)	Deferred Compensation Agreement between the Company and Russell W. Kettell is incorporated by reference to Exhibit 10(c) of the Company’s Annual Report on Form 10-K (File No. 1-4629) for the year ended December 31, 1986.
10 (e)	Operating lease on Company headquarters building, 1901 Harrison Street, Oakland, California 94612, is incorporated by reference to Exhibit 10(h) of the Company’s Quarterly Report on Form 10-Q (File No. 1-4629) for the quarter ended March 31, 1998.
10 (f)	Form of Supplemental Retirement Agreement between the Company and certain executive officers is incorporated by reference to Exhibit 10(g) to the Company’s Annual Report on Form 10-K (File No. 1-4629) for the year ended December 31, 2002.
10 (g)	Form of Indemnification Agreement for use by the Company with its directors is incorporated by reference to Exhibit 10(h) of the Company’s Quarterly Report on Form 10-Q (File No. 1-4629) for the quarter ended March 31, 2003.
10 (h)	2005 Stock Incentive Plan is incorporated by reference to Exhibit A of the Company’s Definitive Proxy Statement and Schedule 14A, filed on March 11, 2005, for the Company’s 2005 Annual Meeting of Stockholders. The Form of Nonstatutory Stock Option Agreement under the 2005 Stock Incentive Plan is incorporated by reference to the 8-K filed on October 25, 2005.

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Exhibit No.	Description
31.1	Section 302 Certification of Principal Executive Officer.
31.2	Section 302 Certification of Principal Executive Officer.
31.3	Section 302 Certification of Principal Financial Officer.
32*	Section 906 Certification of Principal Executive Officers and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

* Pursuant to Item 601(b)(32) of Regulation S-K, this exhibit is furnished rather than filed with this report.

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GOLDEN WEST FINANCIAL CORPORATION
Dated: November 8, 2005	/s/ Russell W. Kettell
	Russell W. Kettell
	President and Chief Financial Officer
	/s/ William C. Nunan
	William C. Nunan
	Group Senior Vice President and Chief Accounting Officer

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