Mr. Cooper 10Q 2004 Q3 Quarterly report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

Commission File Number 1-14667

WASHINGTON MUTUAL, INC.
(Exact name of registrant as specified in its charter)

Washington		91-1653725
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
1201 Third Avenue, Seattle, Washington		98101
(Address of principal executive offices)		(Zip Code)

(206) 461-2000
(Registrant's telephone number, including area code)

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. Yes ý No o

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

The number of shares outstanding of the issuer's classes of common stock as of October 29, 2004:

Common Stock – 873,079,411⁽¹⁾

⁽¹⁾ Includes 6,000,000 shares held in escrow.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2004

TABLE OF CONTENTS

			*Page*
PART I – Financial Information			1
	Item 1. Financial Statements		1
		Consolidated Statements of Income – Three and Nine Months Ended September 30, 2004 and 2003	1
		Consolidated Statements of Financial Condition – September 30, 2004 and December 31, 2003	3
		Consolidated Statements of Stockholders' Equity and Comprehensive Income – Nine Months Ended September 30, 2004 and 2003	4
		Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2004 and 2003	5
		Notes to Consolidated Financial Statements	7
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations		21
		Cautionary Statements	21
		Overview	22
		Controls and Procedures	24
		Critical Accounting Policies	25
		Recently Issued Accounting Standards	25
		Summary Financial Data	26
		Earnings Performance from Continuing Operations	27
		Review of Financial Condition	39
		Operating Segments	42
		Off-Balance Sheet Activities	47
		Asset Quality	47
		Liquidity	50
		Capital Adequacy	52
		Market Risk Management	52
		Maturity and Repricing Information	56
	Item 3. Quantitative and Qualitative Disclosures About Market Risk		52
	Item 4. Controls and Procedures		24
PART II – Other Information			63
	Item 1. Legal Proceedings		63
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		63
	Item 4. Submission of Matters to a Vote of Security Holders		63
	Item 6. Exhibits		63

PART I – FINANCIAL INFORMATION

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

					Three Months Ended September 30,						Nine Months Ended September 30,
					2004			2003			2004			2003
					(in millions, except per share amounts)
Interest Income
	Loans held for sale				$	341		$	689		$	1,079		$	2,061
	Loans held in portfolio					2,226			1,843			6,404			5,701
	Available-for-sale securities					163			401			607			1,384
	Other interest and dividend income					81			65			194			218

		Total interest income				2,811			2,998			8,284			9,364
Interest Expense
	Deposits					539			538			1,440			1,674
	Borrowings					532			551			1,578			1,803

		Total interest expense				1,071			1,089			3,018			3,477

			Net interest income			1,740			1,909			5,266			5,887
	Provision for loan and lease losses					56			76			172			244

		Net interest income after provision for loan and lease losses				1,684			1,833			5,094			5,643
Noninterest Income
	Home loan mortgage banking income (expense):
		Loan servicing fees				482			542			1,469			1,748
		Amortization of mortgage servicing rights				(589	)		(665	)		(1,884	)		(2,665	)
		Net mortgage servicing rights valuation adjustments				165			368			(493	)		96
		Revaluation gain (loss) from derivatives				107			(172	)		969			643
		Net settlement income from certain interest-rate swaps				126			130			485			354
		Gain (loss) from mortgage loans				210			(204	)		494			1,186
		Other home loan mortgage banking income (expense), net				3			146			(5	)		19

			Total home loan mortgage banking income			504			145			1,035			1,381
	Depositor and other retail banking fees					514			471			1,484			1,346
	Securities fees and commissions					104			103			315			291
	Insurance income					61			45			179			139
	Portfolio loan related income					109			116			299			344
	Gain from other available-for-sale securities					11			557			73			689
	Gain (loss) on extinguishment of borrowings					(147	)		7			(237	)		(129	)
	Other income					108			120			247			323

		Total noninterest income				1,264			1,564			3,395			4,384
Noninterest Expense
	Compensation and benefits					841			837			2,589			2,427
	Occupancy and equipment					404			352			1,197			1,024
	Telecommunications and outsourced information services					118			150			364			429
	Depositor and other retail banking losses					54			35			134			113
	Amortization of other intangible assets					14			15			42			46
	Advertising and promotion					76			51			219			190
	Professional fees					34			69			105			189
	Other expense					328			301			947			888

		Total noninterest expense				1,869			1,810			5,597			5,306

			Income from continuing operations before income taxes			1,079			1,587			2,892			4,721
			Income taxes			405			588			1,081			1,749

				Income from continuing operations, net of taxes		674			999			1,811			2,972

Discontinued Operations
		Income (loss) from discontinued operations before income taxes				–			38			(32	)		102
		Gain on disposition of discontinued operations				–			–			676			–
		Income taxes				–			14			245			37

				Income from discontinued operations, net of taxes		–			24			399			65

Net Income					$	674		$	1,023		$	2,210		$	3,037

(This table is continued on the next page.)

See Notes to Consolidated Financial Statements.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
(UNAUDITED)

(This table is continued from the previous page.)

			Three Months Ended September 30,				Nine Months Ended September 30,
			2004		2003		2004		2003
			(in millions, except per share amounts)
Basic Earnings Per Common Share:
	Income from continuing operations		$	0.78	$	1.11	$	2.10	$	3.27
	Income from discontinued operations, net			–		0.03		0.46		0.07

		Net Income		0.78		1.14		2.56		3.34
Diluted Earnings Per Common Share:
	Income from continuing operations		$	0.76	$	1.09	$	2.05	$	3.20
	Income from discontinued operations, net			–		0.02		0.45		0.07

		Net Income		0.76		1.11		2.50		3.27
Dividends declared per common share				0.44		0.40		1.29		0.99
Basic weighted average number of common shares outstanding (in thousands)				862,004		899,579		861,933		910,449
Diluted weighted average number of common shares outstanding (in thousands)				882,323		918,372		884,068		927,470

See Notes to Consolidated Financial Statements.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(UNAUDITED)

				September 30, 2004			December 31, 2003
				(dollars in millions)
Assets
	Cash and cash equivalents			$	4,689		$	7,018
	Federal funds sold and securities purchased under agreements to resell				30			19
	Available-for-sale securities, total amortized cost of $16,312 and $36,858:
		Mortgage-backed securities (including assets pledged of $3,483 and $3,642)			10,168			10,695
		Investment securities (including assets pledged of $5,256 and $19,353)			6,319			26,012

			Total available-for-sale securities		16,487			36,707
	Loans held for sale				29,184			20,837
	Loans held in portfolio				206,158			175,150
	Allowance for loan and lease losses				(1,322	)		(1,250	)

			Total loans held in portfolio, net of allowance for loan and lease losses		204,836			173,900
	Investment in Federal Home Loan Banks				3,883			3,462
	Mortgage servicing rights				6,112			6,354
	Goodwill				6,196			6,196
	Assets of discontinued operations				–			4,184
	Other assets				17,411			16,501

			Total assets	$	288,828		$	275,178

Liabilities
	Deposits:
		Noninterest-bearing deposits		$	32,250		$	29,968
		Interest-bearing deposits			136,445			123,213

			Total deposits		168,695			153,181
	Federal funds purchased and commercial paper				7,025			2,011
	Securities sold under agreements to repurchase				15,611			28,333
	Advances from Federal Home Loan Banks				59,758			48,330
	Other borrowings				12,747			15,483
	Liabilities of discontinued operations				–			3,578
	Other liabilities				4,172			4,520

			Total liabilities		268,008			255,436
Stockholders' Equity
	Common stock, no par value: 1,600,000,000 shares authorized, 873,085,462 and 880,985,764 shares issued and outstanding				–			–
	Capital surplus – common stock				3,270			3,682
	Accumulated other comprehensive loss				(124	)		(524	)
	Retained earnings				17,674			16,584

			Total stockholders' equity		20,820			19,742

			Total liabilities and stockholders' equity	$	288,828		$	275,178

See Notes to Consolidated Financial Statements.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(Unaudited)

			Number of Shares		Capital Surplus- Common Stock			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Total
			(in millions)
BALANCE, December 31, 2002			944.0		$	5,961		$	175		$	13,925		$	20,061
Comprehensive income:
	Net income		–			–			–			3,037			3,037
	Other comprehensive income (loss), net of tax:
		Net unrealized loss from securities arising during the period, net of reclassification adjustments	–			–			(707	)		–			(707	)
		Net unrealized gain from cash flow hedging instruments	–			–			117			–			117
		Minimum pension liability adjustment	–			–			(4	)		–			(4	)

Total comprehensive income															2,443
Cash dividends declared on common stock			–			–			–			(906	)		(906	)
Cash dividends returned⁽¹⁾			–			–			–			8			8
Common stock repurchased and retired			(39.0	)		(1,430	)		–			–			(1,430	)
Common stock returned from escrow			–			–			–			–			–
Common stock issued			8.9			265			–			–			265

BALANCE, September 30, 2003			913.9		$	4,796		$	(419	)	$	16,064		$	20,441

BALANCE, December 31, 2003			881.0		$	3,682		$	(524	)	$	16,584		$	19,742
Comprehensive income:
	Net income		–			–			–			2,210			2,210
	Other comprehensive income, net of tax:
		Net unrealized gain from securities arising during the period, net of reclassification adjustments	–			–			201			–			201
		Net unrealized gain from cash flow hedging instruments	–			–			205			–			205
		Minimum pension liability adjustment	–			–			(6	)		–			(6	)

Total comprehensive income															2,610
Cash dividends declared on common stock			–			–			–			(1,120	)		(1,120	)
Common stock repurchased and retired			(16.1	)		(712	)		–			–			(712	)
Common stock issued			8.2			300			–			–			300

BALANCE, September 30, 2004			873.1		$	3,270		$	(124	)	$	17,674		$	20,820

⁽¹⁾: Represents accumulated dividends on shares returned from escrow.
See Notes to Consolidated Financial Statements.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

				Nine Months Ended September 30,
				2004			2003
				(in millions)
Cash Flows from Operating Activities
	Net income			$	2,210		$	3,037
	Income from discontinued operations, net of taxes				(399	)		(65	)

		Income from continuing operations, net of taxes			1,811			2,972
	Adjustments to reconcile income from continuing operations to net cash used by operating activities:
		Provision for loan and lease losses			172			244
		Gain from mortgage loans			(494	)		(1,186	)
		Gain from available-for-sale securities			(73	)		(949	)
		Revaluation gain from derivatives			(969	)		(643	)
		Loss on extinguishment of borrowings			237			129
		Depreciation and amortization			2,412			2,930
		Provision for mortgage servicing rights impairment (recovery)			646			(96	)
		Stock dividends from Federal Home Loan Banks			(40	)		(101	)
		Origination and purchases of loans held for sale, net of principal payments			(112,179	)		(279,301	)
		Proceeds from sales of loans held for sale			100,962			274,626
		Increase in other assets			(697	)		(1,663	)
		(Decrease) increase in other liabilities			(748	)		700

			Net cash used by operating activities		(8,960	)		(2,338	)
Cash Flows from Investing Activities
	Purchases of securities				(1,021	)		(22,344	)
	Proceeds from sales and maturities of mortgage-backed securities				1,399			8,907
	Proceeds from sales and maturities of other available-for-sale securities				20,090			14,693
	Principal payments on securities				2,617			7,816
	Purchases of Federal Home Loan Bank stock				(616	)		(279	)
	Redemption of Federal Home Loan Bank stock				235			663
	Proceeds from sale of mortgage servicing rights				–			406
	Origination and purchases of loans held in portfolio				(92,079	)		(80,036	)
	Principal payments on loans held in portfolio				59,546			64,411
	Proceeds from sales of loans held in portfolio				386			708
	Proceeds from sales of foreclosed assets				355			377
	Net (increase) decrease in federal funds sold and securities purchased under agreements to resell				(11	)		2,003
	Purchases of premises and equipment, net				(484	)		(748	)
	Proceeds from sale of discontinued operations, net of cash sold				1,223			–

		Net cash used by investing activities			(8,360	)		(3,423	)

(The Consolidated Statements of Cash Flows are continued on the next page.)

See Notes to Consolidated Financial Statements.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

(Continued from the previous page.)

			Nine Months Ended September 30,
			2004			2003
			(in millions)
Cash Flows from Financing Activities
	Net increase in deposits		$	15,514		$	8,625
	Net (decrease) increase in short-term borrowings			(8,180	)		8,311
	Proceeds from long-term borrowings			3,227			8,751
	Repayments of long-term borrowings			(5,331	)		(11,656	)
	Proceeds from advances from Federal Home Loan Banks			62,095			62,118
	Repayments of advances from Federal Home Loan Banks			(50,752	)		(69,622	)
	Cash dividends paid on common stock			(1,120	)		(906	)
	Repurchase of common stock			(712	)		(1,430	)
	Other			250			230

		Net cash provided by financing activities		14,991			4,421

		Decrease in cash and cash equivalents		(2,329	)		(1,340	)
		Cash and cash equivalents, beginning of period		7,018			7,084

		Cash and cash equivalents, end of period	$	4,689		$	5,744

Noncash Activities
	Loans exchanged for mortgage-backed securities		$	2,828		$	2,179
	Real estate acquired through foreclosure			329			359
Cash Paid During the Period for
	Interest on deposits		$	1,368		$	1,642
	Interest on borrowings			1,651			1,886
	Income taxes			1,962			2,658

See Notes to Consolidated Financial Statements.

WASHINGTON MUTUAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1: Accounting Policies

Basis of Presentation

The accompanying Consolidated Financial Statements are unaudited and include the accounts of Washington Mutual, Inc. and its subsidiaries ("Washington Mutual" or the "Company"). Washington Mutual's accounting and financial reporting policies are in accordance with accounting principles generally accepted in the United States of America. The information furnished in these interim statements reflects all adjustments that are, in the opinion of management, necessary for a fair statement of the results for such periods. Such adjustments are of a normal recurring nature unless otherwise disclosed in this Form 10-Q. The results of operations in the interim statements are not necessarily indicative of the results that may be expected for the full year. The interim financial information should be read in conjunction with Washington Mutual, Inc.'s 2003 Annual Report on Form 10-K/A. Certain prior period amounts have been reclassified to conform to current period classifications.

Recently Adopted Accounting Standards

In December 2003, the Financial Accounting Standards Board ("FASB") issued Interpretation No. 46R ("FIN 46R"),Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51. FIN 46R is a revision to the original FIN 46 that addresses the consolidation of certain variable interest entities. The revision clarifies how variable interest entities should be identified and evaluated for consolidation purposes. The Company applied FIN 46 as of July 1, 2003 and FIN 46R for the quarter ended March 31, 2004. The application of FIN 46R did not have a material effect on the Consolidated Statements of Income or the Consolidated Statements of Financial Condition.

In March 2004, Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 105,Loan Commitments Accounted for as Derivative Instruments ("SAB 105") was issued, which provides guidance regarding loan commitments that are accounted for as derivative instruments under Statement of Financial Accounting Standards ("Statement") No. 133 (as amended),Accounting for Derivative Instruments and Hedging Activities. In this Bulletin, the SEC stated that the amount of the expected servicing rights should not be included when determining the fair value of interest rate lock commitments that are considered to be derivatives. This guidance must be applied to rate locks issued after March 31, 2004. In anticipation of this Bulletin, the Company prospectively changed its accounting policy for such rate lock commitments on January 1, 2004. Under the new policy, gains resulting from the valuation of expected servicing rights that had previously been recorded at the issuance of the rate lock are recognized when the underlying loans are sold.

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the "Act") was enacted into law. On May 19, 2004, the FASB issued Staff Position ("FSP") No. 106-2,Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003, which supersedes FSP 106-1 which was issued on January 12, 2004. FSP 106-1 permitted employers that sponsor postretirement benefit plans that provide prescription drug benefits to retirees to make a one-time election to defer the accounting impact, if any, of the Act. The Company elected to defer recognition of the impact of the provisions of the Act as permitted by FSP 106-1. FSP 106-2 provides two transition options for companies that previously elected to defer the impact of the Act, a retroactive application to the date of enactment or a prospective application from the date of adoption. The Company adopted FSP 106-2 as of July 1, 2004 and has elected to prospectively apply the provisions of the Act. The Company has determined the passage of the Act does not significantly affect the Company's retiree drug plan benefit obligations. Consequently, as permitted by FSP 106-2, the Company will incorporate the effects of the Act in its next measurement of plan assets and benefit obligations in

December 2004, and as such, the net periodic benefit cost disclosed in Note 6 – "Employee Benefits Programs" does not reflect any amount associated with the subsidy under the Act. The adoption of FSP 106-2 did not have a material effect on the Consolidated Statements of Income or the Consolidated Statements of Financial Condition.

In March of 2004, the Emerging Issues Task Force ("EITF") reached consensus on the guidance provided in EITF Issue No. 03-1,The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments. Among other investments, this guidance is applicable to debt and equity securities that are within the scope of Statement No. 115,Accounting for Certain Investments in Debt and Equity Securities. Paragraph 10 of EITF 03-1 specifies that an impairment would be considered other-than-temporary unless (a) the investor has the ability and intent to hold an investment for a reasonable period of time sufficient for the recovery of the fair value up to (or beyond) the cost of the investment and (b) evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs evidence to the contrary. A company's liquidity and capital requirements should be considered when assessing its intent and ability to hold an investment for a reasonable period of time that would allow the fair value of the investment to recover up to or beyond its cost. Although not presumptive, a pattern of selling investments prior to the forecasted fair value recovery may call into question a company's intent. In addition, the severity and duration of the impairment should also be considered when determining whether the impairment is other-than-temporary. This guidance was effective for reporting periods beginning after June 15, 2004 with the exception of paragraphs 10 - 20 of EITF 03-1, which will be deliberated further. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. After the FASB completes their deliberations with respect to paragraphs 10 - 20, the Company will evaluate the potential impact of those paragraphs on its process for determining whether other-than-temporary declines exist within its debt and equity investment securities portfolio. The outcome of this deliberation may accelerate the recognition of losses from declines in value on debt securities due to interest rates; however, it is not anticipated to have a significant impact on stockholders' equity as changes in market value of available-for-sale securities are already included in Accumulated Other Comprehensive Income.

Recently Issued Accounting Standards

In September of 2004, the EITF reached consensus on the guidance provided in EITF Issue No. 04-8,The Effect of Contingently Convertible Debt on Diluted Earnings per Share. EITF 04-8 addresses the issue of when the dilutive effect of contingently convertible debt instruments should be included in diluted earnings per share. The new guidance is effective for reporting periods ending after December 15, 2004, however at this time the Company does not expect the adoption of EITF 04-8 to have any effect on the Consolidated Statements of Income or the Consolidated Statements of Financial Condition as the Company has not issued contingently convertible debt instruments.

Mortgage Servicing Rights Hedging Activities

The Company began applying fair value hedge accounting treatment, as prescribed by Statement No. 133, as of April 1, 2004 to most of its mortgage servicing rights ("MSR"). Applying fair value hedge accounting to the MSR results in the changes in fair value of the hedging derivatives being netted against the changes in fair value of the hedged MSR, to the extent the hedge relationship is determined to be highly effective. We use standard statistical methods of correlation to determine if the results of the changes in value of the hedging derivative and the hedged MSR meet the Statement No. 133 criteria for a highly effective hedge accounting relationship. Unlike the lower of cost or market value accounting methodology, the recorded value of the hedged MSR may exceed its original cost basis. The portion of the

MSR in which the hedging relationship is determined not to be highly effective will continue to be accounted for at the lower of aggregate cost or market value.

Hedge ineffectiveness from fair value hedges of MSR as well as any provision for impairment or reversal of such provision recognized on the MSR that are accounted for at the lower of aggregate cost or market value are reported as mortgage servicing rights valuation adjustments on the Consolidated Statements of Income.

The change in fair value of certain MSR risk management derivatives in which the Company either has not attempted to achieve, or has attempted but did not achieve, hedge accounting treatment under Statement No. 133 is included in revaluation gain (loss) from derivatives on the Consolidated Statements of Income.

Stock-Based Compensation

In accordance with the transitional guidance of Statement No. 148,Accounting for Stock-Based Compensation – Transition and Disclosure,an amendment of FASB Statement No. 123, the Company elected to prospectively apply the fair value method of accounting for stock-based awards granted subsequent to December 31, 2002. For such awards, fair value is estimated using a binomial option pricing model, with compensation expense recognized in earnings over the required service period. Stock-based awards granted prior to January 1, 2003, and not modified after December 31, 2002, will continue to be accounted for under Accounting Principles Board ("APB") Opinion No. 25,Accounting for Stock Issued to Employees. The pro forma presentation of what the impact to the financial statements would be if these awards were accounted for on the fair value basis will continue to be disclosed in the Notes to Consolidated Financial Statements until the last of those awards vest in 2005.

Had compensation cost for the Company's stock-based compensation plans been determined using the fair value method consistent with Statement No. 123 for all periods presented, the Company's net income and net income per common share would have been reduced to the pro forma amounts indicated below:

		Three Months Ended September 30,						Nine Months Ended September 30,
		2004			2003			2004			2003
		(dollars in millions, except per share amounts)
Net income		$	674		$	1,023		$	2,210		$	3,037
Add back: Stock-based employee compensation expense included in reported net income, net of related tax effects			14			10			54			43
Deduct: Total stock-based employee compensation expense determined under the fair value method for all awards, net of related tax effects			(26	)		(28	)		(87	)		(97	)

Pro forma net income		$	662		$	1,005		$	2,177		$	2,983

Net income per common share:
Basic:
	As reported	$	0.78		$	1.14		$	2.56		$	3.34
	Pro forma		0.77			1.12			2.52			3.28
Diluted:
	As reported		0.76			1.11			2.50			3.27
	Pro forma		0.75			1.09			2.46			3.22

Note 2: Discontinued Operations

During the first quarter of 2004 the Company sold its subsidiary, Washington Mutual Finance Corporation. Accordingly, Washington Mutual Finance has been accounted for as a discontinued operation and the results of operations and cash flows have been removed from the Company's results of continuing operations for all periods presented on the Consolidated Statements of Income, Cash Flows and Notes to the Consolidated Financial Statements, unless otherwise noted. Likewise, the assets and liabilities of Washington Mutual Finance are presented under separate captions on the Consolidated Statements of Financial Condition. The results from discontinued operations amounted to $399 million, net of tax, which includes a pretax gain of $676 million ($420 million, net of tax) that was recorded upon the sale of Washington Mutual Finance.

Note 3: Earnings Per Share

Information used to calculate earnings per share was as follows:

			Three Months Ended September 30,		Nine Months Ended September 30,
			2004	2003	2004	2003
Weighted average shares (in thousands)
	Basic weighted average number of common shares outstanding		862,004	899,579	861,933	910,449
	Dilutive effect of potential common shares from:
		Awards granted under equity incentive programs	11,744	9,774	12,644	8,860
		Trust Preferred Income Equity Redeemable Securities^SM	8,575	9,019	9,491	8,161

	Diluted weighted average number of common shares outstanding		882,323	918,372	884,068	927,470

For the three and nine months ended September 30, 2004, options to purchase an additional 11,599,147 and 1,657,852 shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because their inclusion would have had an antidilutive effect. Likewise, for the three and nine months ended September 30, 2003, options to purchase an additional 54,700 and 1,891,409 shares of common stock were outstanding, but were not included in the computation of diluted earnings per share because their inclusion also would have had an antidilutive effect.

Additionally, as part of the 1996 business combination with Keystone Holdings, Inc. (the parent of American Savings Bank, F.A.), 6 million shares of common stock, with an assigned value of $18.4944 per share, are being held in escrow for the benefit of certain of the former investors in Keystone Holdings, and their transferees. During 2003, the number of escrow shares was reduced from 18 million to 6 million as a result of the return and cancellation of 12 million shares to the Company. The escrow will expire on December 20, 2008, subject to certain limited extensions. The conditions under which these shares can be released from escrow are related to the outcome of certain litigation and not based on future earnings or market prices. At September 30, 2004, the conditions for releasing the shares from escrow had not occurred, and therefore none of those shares were included in the above computations.

Note 4: Mortgage Banking Activities

Changes in the portfolio of loans serviced for others were as follows:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2004			2003			2004			2003
			(in millions)
Balance, beginning of period			$	558,388		$	583,823		$	582,669		$	604,504
	Home loans:
		Additions		29,699			105,883			105,909			291,391
		Sales		–			–			–			(2,960	)
		Loan payments and other		(37,035	)		(111,834	)		(139,481	)		(315,257	)
	Net change in commercial real estate loans serviced for others			193			(50	)		2,148			144

Balance, end of period			$	551,245		$	577,822		$	551,245		$	577,822

Changes in the balance of MSR, net of the valuation allowance, were as follows:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2004			2003			2004			2003
			(in millions)
Balance, beginning of period			$	7,501		$	4,598		$	6,354		$	5,341
	Home loans:
		Additions		348			1,587			1,463			3,502
		Amortization		(589	)		(665	)		(1,884	)		(2,665	)
		(Impairment) reversal		(266	)		368			(646	)		96
		Statement No. 133 MSR accounting valuation adjustments		(885	)		–			822			–
		Sales		–			(18	)		–			(406	)
	Net change in commercial real estate MSR			3			–			3			2

Balance, end of period⁽¹⁾			$	6,112		$	5,870		$	6,112		$	5,870

⁽¹⁾: At September 30, 2004 and 2003, the aggregate MSR fair value was $6.11 billion and $5.90 billion.

Changes in the valuation allowance for MSR were as follows:

		Three Months Ended September 30,						Nine Months Ended September 30,
		2004			2003			2004			2003
		(in millions)
Balance, beginning of period		$	2,417		$	3,444		$	2,435		$	4,521
	Impairment (reversal)		266			(368	)		646			(96	)
	Other than temporary impairment		(22	)		–			(410	)		(1,115	)
	Sales		–			(1	)		–			(235	)
	Other		(8	)		–			(18	)		–

Balance, end of period		$	2,653		$	3,075		$	2,653		$	3,075

At September 30, 2004, the expected weighted average life of the Company's MSR was 3.7 years. Projected amortization expense for the gross carrying value of MSR at September 30, 2004 is estimated to be as follows (in millions):

Remainder of 2004		$	602
2005			1,936
2006			1,363
2007			1,007
2008			772
After 2008			3,085

Gross carrying value of MSR			8,765
Less: valuation allowance			(2,653	)

	Net carrying value of MSR	$	6,112

The projected amortization expense of MSR is an estimate and should be used with caution. The amortization expense for future periods was calculated by applying the same quantitative factors, such as projected MSR prepayment estimates and discount rates, as were used to determine amortization expense at the end of the third quarter of 2004. These factors are inherently subject to significant fluctuations, primarily due to the effect that changes in mortgage rates have on loan prepayment experience. Accordingly, any projection of MSR amortization in future periods is limited by the conditions that existed at the time the calculations were performed, and may not be indicative of actual amortization expense that will be recorded in future periods.

Note 5: Guarantees

The Company sells loans without recourse that may have to be subsequently repurchased if a defect that occurred during the loan's origination process results in a violation of a representation or warranty made in connection with the sale of the loan. When a loan sold to an investor without recourse fails to perform according to its contractual terms, the investor will typically review the loan file to determine whether defects in the origination process occurred and if such defects constitute a violation of a representation or warranty made to the investor in connection with the sale. If such a defect is identified, the Company may be required to either repurchase the loan or indemnify the investor for losses sustained. If there are no such defects, the Company has no commitment to repurchase the loan. As of September 30, 2004 and December 31, 2003, the amount of loans sold without recourse totaled $545.03 billion and $578.71 billion, which substantially represents the unpaid principal balance of the Company's loans serviced for others portfolio. The Company has accrued $122 million as of September 30, 2004 and $112 million as of December 31, 2003 to cover the estimated loss exposure related to the loan origination process defects that are inherent within this portfolio.

At September 30, 2004, the Company is the guarantor of five separate issues of trust preferred securities. The Company has issued subordinated debentures to wholly-owned special purpose trusts. Each trust has issued trust preferred securities. The sole assets of each trust are the subordinated debentures issued by the Company. The Company guarantees the accumulated and unpaid distributions of each trust, to the extent the Company provided funding to the trust per the Company's obligation under subordinated debentures, but the trust then failed to fulfill its distribution requirements to the security holders. The maximum potential amount of future payments the Company could be required to make under this guarantee is the expected principal and interest each trust is obligated to remit under the issuance of trust

preferred securities, which totaled $2.24 billion as of September 30, 2004. No liability has been recorded as the Company does not expect it will be required to perform under this guarantee.

Note 6: Employee Benefits Programs

Pension Plan

Washington Mutual maintains a noncontributory cash balance defined benefit pension plan (the "Pension Plan") for eligible employees. Benefits earned for each year of service are based primarily on the level of compensation in that year plus a stipulated rate of return on the benefit balance. It is the Company's policy to contribute funds to the Pension Plan on a current basis to the extent the amounts are sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws plus such additional amounts the Company determines to be appropriate.

Nonqualified Defined Benefit Plans and Other Postretirement Benefit Plans

The Company, as successor to previously acquired companies, has assumed responsibility for a number of nonqualified, noncontributory, unfunded postretirement benefit plans, including retirement restoration plans for certain employees, a number of supplemental retirement plans for certain officers and multiple outside directors' retirement plans. Benefits under the retirement restoration plans are generally determined by the Company. Benefits under the supplemental retirement plans and outside directors retirement plans are generally based on years of service.

The Company, as successor to previously acquired companies, maintains unfunded defined benefit postretirement plans that make medical and life insurance coverage available to eligible retired employees and their beneficiaries and covered dependents. The expected cost of providing these benefits to retirees, their beneficiaries and covered dependents was accrued during the years each employee provided services.

Components of net periodic benefit cost for the Pension Plan, Nonqualified Defined Benefit Plans and Other Postretirement Benefit Plans were as follows:

		Three Months Ended September 30,
		2004							2003
		Pension Plan			Nonqualified Defined Benefit Plans		Other Postretirement Benefit Plans		Pension Plan			Nonqualified Defined Benefit Plans		Other Postretirement Benefit Plans
		(in millions)
Interest cost		$	20		$	2	$	1	$	21		$	2	$	1
Service cost			20			–		–		16			–		1
Expected return on plan assets			(25	)		–		–		(24	)		–		–
Amortization of prior service cost (credit)			1			–		–		(1	)		–		–
Recognized net actuarial loss			10			–		–		8			–		–

	Net periodic benefit cost	$	26		$	2	$	1	$	20		$	2	$	2

		Nine Months Ended September 30,
		2004							2003
		Pension Plan			Nonqualified Defined Benefit Plans		Other Postretirement Benefit Plans		Pension Plan			Nonqualified Defined Benefit Plans		Other Postretirement Benefit Plans
		(in millions)
Interest cost		$	61		$	5	$	3	$	53		$	6	$	4
Service cost			63			–		1		40			–		1
Expected return on plan assets			(77	)		–		–		(60	)		–		–
Amortization of prior service cost (credit)			2			–		–		(4	)		–		–
Recognized net actuarial loss			28			1		–		20			–		–

	Net periodic benefit cost	$	77		$	6	$	4	$	49		$	6	$	5

Note 7: Operating Segments

The Company has grouped its products and services into two primary categories – those marketed to retail consumers and those marketed to commercial customers – and has established three operating segments for the purpose of management reporting: Retail Banking and Financial Services, Mortgage Banking and the Commercial Group. Unlike financial accounting, there is no comprehensive, authoritative guidance for management reporting. The management reporting process measures the performance of the operating segments based on the management structure of the Company and is not necessarily comparable with similar information for any other financial institution. The Company's operating segments are defined by the products and services they offer.

The Company uses various methodologies, and continues to enhance those methodologies, to assign certain balance sheet and income statement items to the responsible operating segment. When changes are made to the methodologies used to measure segment profitability, results for prior periods are restated for comparability. A significant change that occurred in the first quarter of 2004 that is reflected in the operating segment financial highlights tables is the modified calculation of the long-term, normalized net charge-off ratio that is used to measure each segment's provision for loan and lease losses. The revised methodology recalibrates this ratio more frequently to the latest available experience factors that are used to measure expected losses on the Company's loan products. In the second quarter of 2004, we applied this methodology change to prior years and reallocated the adjustments from the original straight-line basis. This change did not have a material impact on 2003's results of operations, but has materially impacted 2004's quarterly results of operations.

Methodologies that are applied to the measurement of segment profitability include: (1) a funds transfer pricing system, which allocates interest income funding credits and funding charges between the operating segments and the Treasury Division. A segment will receive a funding credit from the Treasury Division for its liabilities. Conversely, a segment is assigned a charge by the Treasury Division to fund its assets. The system is based on the interest rate sensitivities of assets and liabilities and is designed to extract net interest income volatility from the business units and concentrate it in the Treasury Division, where it is managed. Certain basis and other residual risk remains in the operating segments; (2) a calculation of the provision for loan and lease losses based on management's current assessment of the long-term, normalized net charge-off ratio for loan products within each segment, which is recalibrated periodically to the latest available loan loss experience data. This process differs from the "losses inherent in the loan portfolio" methodology that is used to measure the allowance for loan and lease losses at the Corporate level. This methodology is used to provide segment management with provision information for

strategic decision making; (3) the utilization of an activity-based costing approach to measure allocations of certain operating expenses that were not directly charged to the segments; (4) the allocation of goodwill and other intangible assets to the operating segments based on benefits received from each acquisition; (5) capital charges for goodwill as a component of an internal measurement of return on the goodwill allocated to the operating segment; (6) an economic capital model which is the framework for assessing business performance on a risk-adjusted basis. Changing economic conditions, further research and new data may lead to the update of the capital allocation assumptions; and (7) inter-segment activities which include a process for transferring originated mortgage loans held in portfolio from the Mortgage Banking segment to the Retail Banking and Financial Services segment and a broker fee arrangement between Mortgage Banking and Retail Banking and Financial Services. The process for transferring originated mortgage loans involves Mortgage Banking recognizing a gain on the sale of loans to Retail Banking and Financial Services based on an assumed profit factor. This assumed profit factor is included in Retail Banking and Financial Services loan premiums and amortization of loan premiums. The elimination of inter-segment gains on sale, loan premiums and amortization are included in the reconciliation adjustments column within these Note 7 tables and are described in the associated footnotes. The broker fee arrangement involves Retail Banking and Financial Services receiving revenue for the origination of home loans and Mortgage Banking receiving revenue for the origination of home equity loans and lines of credit. The net amount of the inter-segment broker fees is included in the inter-segment revenue (expense) line within these Note 7 tables.

The Consumer Group provides access to customers through a wide range of channels, which encompass a network of retail banking stores, retail and wholesale home loan centers, ATMs and online banking. The Consumer Group consists of two distinct operating segments for which separate financial reports are prepared: the Retail Banking and Financial Services segment, and the Mortgage Banking segment.

The Retail Banking and Financial Services segment offers a diversified set of deposits and consumer lending products and financial services to individual consumers and small business. Loan products include home loans, home equity loans and lines of credit and consumer loans. This segment acquires home loans originated and serviced by the Mortgage Banking segment at a premium, which are amortized over the expected life of the loans. This segment's loan portfolio also includes purchased home loans made to higher risk borrowers. Financial services offered by this segment include the Company's mutual fund management business, WM Advisors, Inc., which provides investment advisory and mutual fund distribution services, and investment advisory and securities brokerage services that are offered by WM Financial Services, Inc., a licensed broker-dealer. Fixed annuities are also offered to the public through licensed bank employees.

The Mortgage Banking segment originates and services home loans that are sold to secondary market participants and loans that are held in portfolio by the Retail Banking and Financial Services segment. The Mortgage Banking segment charges a servicing fee to the Retail Banking and Financial Services segment for servicing the Company's home loan portfolio. This fee is based on a monthly charge determined by the types of loans serviced. Insurance products that complement the mortgage process, such as private mortgage insurance and property and casualty insurance policies, are also made available through insurance agencies that are part of this segment. This segment also manages the Company's captive reinsurance activities and makes available a variety of life insurance policies.

The Commercial Group's multiple business activities are managed as one operating segment. This group's products and services include loans made to developers of and investors in multi-family and real estate properties, commercial real estate loan servicing, selling commercial real estate loans to secondary market participants and mortgage banker financing. Through Long Beach Mortgage Company, a

wholly-owned subsidiary of the Company and a component of the Company's specialty mortgage finance program, the Commercial Group originates and services home loans made to higher-risk borrowers that are sold to secondary market participants.

In July 2004 the Company announced that the Commercial Group is exiting certain activities that are no longer aligned with the Company's strategic objectives. These activities include home construction loans made to builders and commercial loans made to companies whose annual revenues typically exceed $5 million.

The Corporate Support/Treasury and Other category includes management of the Company's interest rate risk, liquidity, capital, and borrowings and the investment securities and the mortgage-backed securities portfolios. This category also includes the costs of the Company's technology services, facilities, legal, accounting and finance, and human resources to the extent not allocated to the business segments and restructuring charges incurred from the Company's cost containment initiative. Also reported in this category is the net impact of funds transfer pricing for loan and deposit balances including the effects of changes in interest rates on the Company's net interest margin and the effects of inter-segment allocations of gains and losses related to interest rate risk management instruments.

Financial highlights by operating segment were as follows:

		Three Months Ended September 30, 2004
		Consumer Group
		Retail Banking and Financial Services			Mortgage Banking			Commercial Group			Corporate Support/ Treasury and Other			Reconciling Adjustments			Total
		(dollars in millions)
Condensed income statement:
	Net interest income (expense)	$	1,295		$	274		$	324		$	(263	)	$	110	⁽¹⁾	$	1,740
	Provision for loan and lease losses		43			2			10			–			1	⁽²⁾		56
	Noninterest income (expense)		713			769			66			(122	)		(162	)⁽³⁾		1,264
	Inter-segment revenue (expense)		3			(3	)		–			–			–			–
	Noninterest expense		1,116			602			160			203			(212	)⁽⁴⁾		1,869

	Income (loss) before income taxes		852			436			220			(588	)		159			1,079
	Income taxes (benefit)		323			165			75			(221	)		63	⁽⁵⁾		405

	Net income (loss)	$	529		$	271		$	145		$	(367	)	$	96		$	674

Performance and other data:
	Efficiency ratio		49.02	%⁽⁶⁾		52.89	%⁽⁶⁾		33.45	%⁽⁶⁾		n/a			n/a			62.19	⁽⁷⁾
	Average loans	$	167,539		$	22,611		$	38,829		$	–		$	(1,600	)⁽⁸⁾	$	227,379
	Average assets		179,950			36,343			43,745			25,452			(1,821	)⁽⁸⁾⁽⁹⁾		283,669
	Average deposits		131,850			15,385			7,811			13,820			n/a			168,866
	Employees at end of period		29,963			16,786			3,270			5,469			n/a			55,488

⁽¹⁾: Represents the difference between home loan premium amortization recorded by the Retail Banking and Financial Services segment and the amount recognized in the Company's Consolidated Statements of Income. For management reporting purposes, loans that are held in portfolio by the Retail Banking and Financial Services segment are treated as if they are purchased from the Mortgage Banking segment. Since the cost basis of these loans includes an assumed profit factor paid to the Mortgage Banking segment, the amortization of loan premiums recorded by the Retail Banking and Financial Services segment includes this assumed profit factor and must therefore be eliminated as a reconciling adjustment.
⁽²⁾: Represents the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the "losses inherent in the loan portfolio" methodology used by the Company.
⁽³⁾: Represents the difference between the gain from mortgage loans recorded by the Mortgage Banking segment and the gain from mortgage loans recognized in the Company's Consolidated Statements of Income. As the Mortgage Banking segment holds no loans in portfolio, all loans originated or purchased by this segment are considered to be salable for management reporting purposes. Those loans that are retained in the Company's loan portfolio are treated as if they have been sold to the Retail Banking and Financial Services segment.
⁽⁴⁾: Represents the corporate offset for the cost of capital related to goodwill that has been charged to the segments.
⁽⁵⁾: Represents the tax effect of reconciling adjustments.
⁽⁶⁾: The efficiency ratio is defined as noninterest expense, excluding a cost of capital charge on goodwill, divided by total revenue (net interest income and noninterest income).
⁽⁷⁾: The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income and noninterest income).
⁽⁸⁾: Includes the inter-segment offset for inter-segment loan premiums that the Retail Banking and Financial Services segment recognized from the transfer of portfolio loans from the Mortgage Banking segment.
⁽⁹⁾: Includes the impact to the allowance for loan and lease losses of $221 million that results from the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the "losses inherent in the loan portfolio" methodology used by the Company.

		Three Months Ended September 30, 2003
		Consumer Group
		Retail Banking and Financial Services			Mortgage Banking			Commercial Group			Corporate Support/ Treasury and Other			Reconciling Adjustments			Total
		(dollars in millions)
Condensed income statement:
	Net interest income (expense)	$	994		$	683		$	324		$	(183	)	$	91	⁽¹⁾	$	1,909
	Provision for loan and lease losses		40			1			24			–			11	⁽²⁾		76
	Noninterest income		653			288			204			611			(192	)⁽³⁾		1,564
	Inter-segment revenue (expense)		63			(63	)		–			–			–			–
	Noninterest expense		980			729			142			171			(212	)⁽⁴⁾		1,810

	Income from continuing operations before income taxes		690			178			362			257			100			1,587
	Income taxes		274			61			130			95			28	⁽⁵⁾		588

	Income from continuing operations, net of taxes		416			117			232			162			72			999
	Income from discontinued operations, net of taxes		–			–			24			–			–			24

	Net income	$	416		$	117		$	256		$	162		$	72		$	1,023

Performance and other data:
	Efficiency ratio		49.65	%⁽⁶⁾		74.66	%⁽⁶⁾		21.39	%⁽⁶⁾		n/a			n/a			52.13	%⁽⁷⁾
	Average loans	$	118,295		$	51,648		$	35,318		$	–		$	(1,293	)⁽⁸⁾	$	203,968
	Average assets		130,046			78,806			44,017			39,108			(1,762	)⁽⁸⁾⁽⁹⁾		290,215
	Average deposits		126,040			35,120			6,131			6,654			n/a			173,945
	Employees at end of period		28,802			22,527			5,594	⁽¹⁰⁾		5,978			n/a			62,901	⁽¹⁰⁾

⁽¹⁾: Represents the difference between home loan premium amortization recorded by the Retail Banking and Financial Services segment and the amount recognized in the Company's Consolidated Statements of Income. For management reporting purposes, loans that are held in portfolio by the Retail Banking and Financial Services segment are treated as if they are purchased from the Mortgage Banking segment. Since the cost basis of these loans includes an assumed profit factor paid to the Mortgage Banking segment, the amortization of loan premiums recorded by the Retail Banking and Financial Services segment includes this assumed profit factor and must therefore be eliminated as a reconciling adjustment.
⁽²⁾: Represents the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the "losses inherent in the loan portfolio" methodology used by the Company.
⁽³⁾: Represents the difference between the gain from mortgage loans recorded by the Mortgage Banking segment and the gain from mortgage loans recognized in the Company's Consolidated Statements of Income. As the Mortgage Banking segment holds no loans in portfolio, all loans originated or purchased by this segment are considered to be salable for management reporting purposes. Those loans that are retained in the Company's loan portfolio are treated as if they have been sold to the Retail Banking and Financial Services segment.
⁽⁴⁾: Represents the corporate offset for the cost of capital related to goodwill that has been charged to the segments.
⁽⁵⁾: Represents the tax effect of reconciling adjustments.
⁽⁶⁾: The efficiency ratio is defined as noninterest expense, excluding a cost of capital charge on goodwill, divided by total revenue (net interest income and noninterest income).
⁽⁷⁾: The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income and noninterest income).
⁽⁸⁾: Includes the inter-segment offset for inter-segment loan premiums that the Retail Banking and Financial Services segment recognized from the transfer of portfolio loans from the Mortgage Banking segment.
⁽⁹⁾: Includes the impact to the allowance for loan and lease losses of $469 million that results from the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the "losses inherent in the loan portfolio" methodology used by the Company.
⁽¹⁰⁾: Includes 2,352 employees reported as part of discontinued operations.

		Nine Months Ended September 30, 2004
		Consumer Group
		Retail Banking and Financial Services			Mortgage Banking			Commercial Group			Corporate Support/ Treasury and Other			Reconciling Adjustments			Total
		(dollars in millions)
Condensed income statement:
	Net interest income (expense)	$	3,802		$	908		$	1,004		$	(767	)	$	319	⁽¹⁾	$	5,266
	Provision for loan and lease losses		123			7			34			–			8	⁽²⁾		172
	Noninterest income (expense)		2,038			1,728			256			(158	)		(469	)⁽³⁾		3,395
	Inter-segment revenue (expense)		15			(15	)		–			–			–			–
	Noninterest expense		3,303			1,921			458			548			(633	)⁽⁴⁾		5,597

	Income (loss) from continuing operations before income taxes		2,429			693			768			(1,473	)		475			2,892
	Income taxes (benefit)		920			262			268			(551	)		182	⁽⁵⁾		1,081

	Income (loss) from continuing operations, net of taxes		1,509			431			500			(922	)		293			1,811
	Income from discontinued operations, net of taxes		–			–			–			399			–			399

	Net income (loss)	$	1,509		$	431		$	500		$	(523	)	$	293		$	2,210

Performance and other data:
	Efficiency ratio		49.81	%⁽⁶⁾		67.33	%⁽⁶⁾		29.25	%⁽⁶⁾		n/a			n/a			64.63	%⁽⁷⁾
	Average loans	$	158,646		$	23,158		$	38,120		$	–		$	(1,553	)⁽⁸⁾	$	218,371
	Average assets		170,881			37,243			43,460			29,845			(1,743	)⁽⁸⁾⁽⁹⁾		279,686
	Average deposits		129,518			16,695			6,922			9,429			n/a			162,564
	Employees at end of period		29,963			16,786			3,270			5,469			n/a			55,488

⁽¹⁾: Represents the difference between home loan premium amortization recorded by the Retail Banking and Financial Services segment and the amount recognized in the Company's Consolidated Statements of Income. For management reporting purposes, loans that are held in portfolio by the Retail Banking and Financial Services segment are treated as if they are purchased from the Mortgage Banking segment. Since the cost basis of these loans includes an assumed profit factor paid to the Mortgage Banking segment, the amortization of loan premiums recorded by the Retail Banking and Financial Services segment includes this assumed profit factor and must therefore be eliminated as a reconciling adjustment.
⁽²⁾: Represents the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the "losses inherent in the loan portfolio" methodology used by the Company.
⁽³⁾: Represents the difference between the gain from mortgage loans recorded by the Mortgage Banking segment and the gain from mortgage loans recognized in the Company's Consolidated Statements of Income. As the Mortgage Banking segment holds no loans in portfolio, all loans originated or purchased by this segment are considered to be salable for management reporting purposes. Those loans that are retained in the Company's loan portfolio are treated as if they have been sold to the Retail Banking and Financial Services segment.
⁽⁴⁾: Represents the corporate offset for the cost of capital related to goodwill that has been charged to the segments.
⁽⁵⁾: Represents the tax effect of reconciling adjustments.
⁽⁶⁾: The efficiency ratio is defined as noninterest expense, excluding a cost of capital charge on goodwill, divided by total revenue (net interest income and noninterest income).
⁽⁷⁾: The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income and noninterest income).
⁽⁸⁾: Includes the inter-segment offset for inter-segment loan premiums that the Retail Banking and Financial Services segment recognized from the transfer of portfolio loans from the Mortgage Banking segment.
⁽⁹⁾: Includes the impact to the allowance for loan and lease losses of $190 million that results from the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the "losses inherent in the loan portfolio" methodology used by the Company.

		Nine Months Ended September 30, 2003
		Consumer Group
		Retail Banking and Financial Services			Mortgage Banking			Commercial Group			Corporate Support/ Treasury and Other			Reconciling Adjustments			Total
		(dollars in millions)
Condensed income statement:
	Net interest income (expense)	$	2,902		$	2,028		$	959		$	(261	)	$	259	⁽¹⁾	$	5,887
	Provision for loan and lease losses		113			1			86			–			44	⁽²⁾		244
	Noninterest income		1,851			2,076			421			548			(512	)⁽³⁾		4,384
	Inter-segment revenue (expense)		159			(159	)		–			–			–			–
	Noninterest expense		2,860			2,180			406			490			(630	)⁽⁴⁾		5,306

	Income (loss) from continuing operations before income taxes		1,939			1,764			888			(203	)		333			4,721
	Income taxes (benefit)		744			664			317			(75	)		99	⁽⁵⁾		1,749

	Income (loss) from continuing operations, net of taxes		1,195			1,100			571			(128	)		234			2,972
	Income from discontinued operations, net of taxes		–			–			65			–			–			65

	Net income (loss)	$	1,195		$	1,100		$	636		$	(128	)	$	234		$	3,037

Performance and other data:
	Efficiency ratio		50.35	%⁽⁶⁾		51.31	%⁽⁶⁾		23.13	%⁽⁶⁾		n/a			n/a			51.66	%⁽⁷⁾
	Average loans	$	116,307		$	48,610		$	34,728		$	–		$	(1,206	)⁽⁸⁾	$	198,439
	Average assets		127,934			73,130			43,231			42,403			(1,666	)⁽⁸⁾⁽⁹⁾		285,032
	Average deposits		124,358			30,066			5,163			5,649			n/a			165,236
	Employees at end of period		28,802			22,527			5,594	⁽¹⁰⁾		5,978			n/a			62,901	⁽¹⁰⁾

⁽¹⁾: Represents the difference between home loan premium amortization recorded by the Retail Banking and Financial Services segment and the amount recognized in the Company's Consolidated Statements of Income. For management reporting purposes, loans that are held in portfolio by the Retail Banking and Financial Services segment are treated as if they are purchased from the Mortgage Banking segment. Since the cost basis of these loans includes an assumed profit factor paid to the Mortgage Banking segment, the amortization of loan premiums recorded by the Retail Banking and Financial Services segment includes this assumed profit factor and must therefore be eliminated as a reconciling adjustment.
⁽²⁾: Represents the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the "losses inherent in the loan portfolio" methodology used by the Company.
⁽³⁾: Represents the difference between the gain from mortgage loans recorded by the Mortgage Banking segment and the gain from mortgage loans recognized in the Company's Consolidated Statements of Income. As the Mortgage Banking segment holds no loans in portfolio, all loans originated or purchased by this segment are considered to be salable for management reporting purposes. Those loans that are retained in the Company's loan portfolio are treated as if they have been sold to the Retail Banking and Financial Services segment.
⁽⁴⁾: Represents the corporate offset for the cost of capital related to goodwill that has been charged to the segments.
⁽⁵⁾: Represents the tax effect of reconciling adjustments.
⁽⁶⁾: The efficiency ratio is defined as noninterest expense, excluding a cost of capital charge on goodwill, divided by total revenue (net interest income and noninterest income).
⁽⁷⁾: The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income and noninterest income).
⁽⁸⁾: Includes the inter-segment offset for inter-segment loan premiums that the Retail Banking and Financial Services segment recognized from the transfer of portfolio loans from the Mortgage Banking segment.
⁽⁹⁾: Includes the impact to the allowance for loan and lease losses of $460 million that results from the difference between the long-term, normalized net charge-off ratio used to assess expected loan and lease losses for the operating segments and the "losses inherent in the loan portfolio" methodology used by the Company.
⁽¹⁰⁾: Includes 2,352 employees reported as part of discontinued operations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Discontinued Operations

On November 24, 2003 the Company announced a definitive agreement to sell its subsidiary, Washington Mutual Finance Corporation, for approximately $1.30 billion in cash. This sale was completed during the first quarter of 2004. Accordingly, Washington Mutual Finance is presented in this report as a discontinued operation with the results of operations and cash flows segregated from the Company's results of continuing operations for all periods presented on the Consolidated Statements of Income, Cash Flows and Notes to the Consolidated Financial Statements as well as the tables presented herein, unless otherwise noted. Likewise, the assets and liabilities of Washington Mutual Finance are presented as separate captions on the Consolidated Statements of Financial Condition.

Cautionary Statements

Our Form 10-Q and other documents that we file with the Securities and Exchange Commission ("SEC") contain forward-looking statements. In addition, our senior management may make forward-looking statements orally to analysts, investors, the media and others. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could" or "may."

Forward-looking statements provide our expectations or predictions of future conditions, events or results. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. These statements speak only as of the date they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made. There are a number of factors, many of which are beyond our control, that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. Some of these factors are:

•: General business and economic conditions, including movements in interest rates, may significantly affect our earnings;
•: If we are unable to effectively manage the volatility of our mortgage banking business, our earnings could be adversely affected;
•: If we are unable to fully realize our planned operational and system efficiencies as well as our cost containment initiative, our earnings could be adversely affected;
•: Our retail banking business faces competition for loans and deposits from banking and nonbanking companies, which may have a disparate impact on our operations in our emerging markets; and
•: Changes in the regulation of financial services companies and housing government-sponsored enterprises could adversely affect our business.

Overview

Net income for the third quarter of 2004 was $674 million, or $0.76 per diluted share, a decrease from $999 million, or $1.09 per diluted share from continuing operations for the third quarter of 2003.

Net interest income was $1.74 billion in the third quarter of 2004, compared with $1.91 billion in the third quarter of 2003 and $1.79 billion in the second quarter of 2004. The decrease was primarily due to contraction in the net interest margin, which declined from 3.07% in the third quarter of 2003 to 2.86% in the second quarter of 2004 and 2.77% in the current period. Declining asset yields and lower custodial and escrow balances were the primary factors that led to the 30 basis point decline in the margin from the third quarter of 2003. An increase in higher costing savings and time deposits and the recent steps taken by the Federal Reserve to increase the targeted federal funds rate contributed to an increase during the third quarter of 2004 in the cost of the Company's interest-bearing liabilities, which accounted for the majority of the nine basis point contraction from the second quarter of 2004. We expect the margin to contract further as the Company's adjustable rate loan portfolio reprices to current market levels more slowly than our wholesale borrowing sources. This contraction is likely to be more significant if the Federal Reserve initiates further interest rate increases or if the yield curve flattens further.

Near the end of the quarter, the Company terminated $1.75 billion of repurchase agreements, along with certain pay-fixed interest rate swaps that were embedded in those borrowings, prior to their maturity. Although this resulted in a loss on their extinguishment of $155 million, the termination of these higher-cost borrowings will partially mitigate the anticipated margin compression in future periods.

Home loan mortgage banking income increased from zero in the second quarter of 2004 to $504 million in the third quarter of 2004 primarily as a result of improved MSR risk management performance. The total change in MSR valuation, net of hedging and risk management instruments, was a gain of $466 million, an increase of $644 million from a loss of $178 million that was sustained in the second quarter of 2004. The improved performance of the Company's MSR asset, net of hedging and risk management instruments, is largely attributable to a widening of basis spreads, as the interest rate decline on LIBOR-based interest rate swap contracts exceeded the decline in mortgage interest rates. During the latter part of the quarter, the Company took steps to reduce its exposure to this element of risk by purchasing additional forward commitments to purchase and sell mortgage-backed securities and adding principal-only mortgage-backed securities to its MSR risk management program, while reducing its reliance on interest rate swaps. The change in value of the mortgage-based instruments should correlate more closely with the change in value of the MSR asset since the sensitivity of these instruments are more aligned with movements in mortgage rates. At September 30, 2004, mortgage-based products composed approximately 86% of the Company's MSR risk management instruments, as compared with 51% at June 30, 2004. While this change in the mix of risk management instruments is expected to moderate the volatility of the Company's MSR performance, it will not eliminate the variability in our earnings from period to period that results from the substantial size of our MSR asset.

The following table presents the aggregate valuation adjustments for the MSR and the corresponding hedging and risk management instruments during the first three quarters of 2004 as well as the nine months ended September 30, 2004:

			Quarter Ended									Nine Months Ended
			September 30, 2004			June 30, 2004			March 31, 2004			September 30, 2004
			(in millions)
Statement No. 133 MSR accounting valuation adjustments			$	(885	)	$	1,707		$	–		$	822
Change in value of MSR accounted for under lower of aggregate cost or market value methodology				(266	)		227			(606	)		(646	)

	Total MSR valuation changes			(1,151	)		1,934			(606	)		176
Statement No. 133 fair value hedging adjustments				1,316			(1,985	)		–			(669	)
Revaluation gain (loss) from derivatives – MSR risk management				130			(322	)		1,108			917
Net settlement income from certain interest-rate swaps				126			195			160			481
Gain from securities				45			–			5			50

	Net valuation change in hedging and risk management instruments			1,617			(2,112	)		1,273			779

		Total change in MSR valuation, net of hedging and risk management instruments	$	466		$	(178	)	$	667		$	955

Loans held in portfolio totaled $206.16 billion at September 30, 2004, compared with $194.54 billion at June 30, 2004 and $160.23 billion at September 30, 2003. Continued strong levels of home sales, coupled with stable or rising home prices in most of the Company's markets and a modest upward-sloping yield curve fueled strong demand for adjustable-rate home mortgages. The Company's short-term adjustable rate home loan volume was $19.07 billion in the third quarter of 2004, compared with $17.45 billion in the preceding quarter and $7.54 billion in the third quarter of 2003. The Company retained approximately 52% of the third quarter 2004 volume, or $9.96 billion, for its home loan portfolio and designated the remainder to be sold through secondary market channels. Strong volume on home equity loan and line of credit products that was generated primarily through the Company's retail banking network also resulted in a $4.43 billion increase in the loan portfolio during the third quarter of 2004. Outstanding balances of home equity loans and lines of credit have increased by $16.45 billion, or 68%, since September 30, 2003.

The Company continues to grow its retail banking business by opening new stores and enhancing its product suite. During the third quarter, the Company opened a net total of 56 retail banking stores and added over 142,000 net new retail checking accounts. Growth was particularly strong in small business checking accounts, as approximately 32,000 of these accounts were opened during the quarter, bringing the total of net new small business checking account openings to over 85,000 during the first nine months of 2004. Since the beginning of the year, the Company has opened over 180 new stores and expects to achieve its 2004 target of opening 250 stores by the end of this year.

A prominent management priority continues to be the Company's cost containment initiative, which was originally announced in the fourth quarter of 2003. As of September 30, 2004, this initiative has resulted in cumulative headcount reductions of approximately 8,000 with an additional 1,900 employees who received termination notices as of that date. This initiative, which is not expected to be completed until the middle of 2005, is primarily directed at reducing the fixed cost structure of the mortgage banking business through employee headcount reductions and facilities closures.

Until the cost structure of the Company's mortgage banking business approaches a level that is commensurate with the cost structures of other mortgage banking industry leaders, the profitability of our mortgage banking business will be adversely affected. The primary components of noninterest expense that are impacted by this initiative are compensation and benefits due to headcount reductions and severance charges associated with those reductions, and occupancy and equipment expense due to facilities closures. Two significant milestones within this initiative occurred during the third quarter, when the Company completed its conversion of all home loan customer records onto a single servicing system and consolidated 12 mortgage banking loan fulfillment centers into the 34 remaining centers and reduced staffing levels at those remaining locations. The Company also announced in July 2004 that its mortgage banking business will concentrate its activities in markets in which the Company believes it can optimize its retail banking cross-selling opportunities. This initiative resulted in the sale or closure of approximately 100 retail mortgage lending offices during the third quarter.

Ultimately, the reduced expenses to be realized in 2004 from the cost containment initiative are expected to offset this year's incremental costs from the continuing expansion of the retail banking franchise, thus producing a noninterest expense run rate in 2004 that is essentially flat when compared to the total noninterest expense incurred in 2003.

In July 2004, the Company announced that the Commercial Group is exiting certain activities that are no longer aligned with the Company's strategic objectives. These activities include home construction loans made to builders and commercial loans made to companies whose annual revenues typically exceed $5 million. Over time, this initiative will result in the closure of 53 commercial banking locations and the elimination of approximately 850 positions.

Controls and Procedures

Disclosure Controls and Procedures

The Company's management, under the direction of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company's disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or furnishes under the Securities Exchange Act of 1934.

We review and evaluate the design and effectiveness of our disclosure controls and procedures on an ongoing basis and improve our controls and procedures over time and correct any deficiencies that we may discover. While we believe the present design of our disclosure controls and procedures is effective, future events affecting our business may cause us to modify our disclosure controls and procedures.

Internal Control Over Financial Reporting

There have not been any changes in the Company's internal control environment over financial reporting during the third quarter of 2004 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

The Company is currently undergoing a comprehensive effort to ensure compliance with the new regulations under Section 404 of the Sarbanes-Oxley Act that take effect for the Company's fiscal year ending December 31, 2004. This effort includes internal control documentation and review under the direction of senior management. In the course of its ongoing evaluation, management has identified certain areas requiring improvement, which the Company is addressing. Management routinely reviews potential internal control issues with the Company's Audit Committee.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expenses in our Consolidated Financial Statements and accompanying notes. We believe that the judgments, estimates and assumptions used in the preparation of our Consolidated Financial Statements are appropriate given the factual circumstances as of September 30, 2004.

Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. In particular, we have identified three accounting policies that, due to the judgments, estimates and assumptions inherent in those policies, and the sensitivity of our Consolidated Financial Statements to those judgments, estimates and assumptions, are critical to an understanding of our Consolidated Financial Statements. These policies relate to the valuation of our MSR, the methodology that determines our allowance for loan and lease losses and the assumptions used in the calculation of our net periodic benefit cost. Management has discussed the development and selection of these critical accounting policies with the Company's Audit Committee. The Company no longer considers its accounting policy for interest rate lock commitments on loans to be held for sale to be critical as the valuation of the expected servicing rights that the Company retains when the underlying loans are sold is no longer recognized at the issuance of the rate lock as a result of the guidance issued in SEC Staff Accounting Bulletin No. 105.

These policies and the judgments, estimates and assumptions are described in greater detail in the Company's 2003 Annual Report on Form 10-K/A in the "Critical Accounting Policies" section of Management's Discussion and Analysis and in Note 1 to the Consolidated Financial Statements – "Summary of Significant Accounting Policies."

Recently Issued Accounting Standards

In September of 2004, the Emerging Issues Task Force ("EITF") reached consensus on the guidance provided in EITF Issue No. 04-8,The Effect of Contingently Convertible Debt on Diluted Earnings per Share. EITF 04-8 addresses the issue of when the dilutive effect of contingently convertible debt instruments should be included in diluted earnings per share. The new guidance is effective for reporting periods ending after December 15, 2004, however at this time the Company does not expect the adoption of EITF 04-8 to have any effect on the Consolidated Statements of Income or the Consolidated Statements of Financial Condition as the Company has not issued contingently convertible debt instruments.

Summary Financial Data

				Three Months Ended September 30,						Nine Months Ended September 30,
				2004			2003			2004			2003
				(dollars in millions, except per share amounts)
Profitability
	Net interest income			$	1,740		$	1,909		$	5,266		$	5,887
	Net interest margin				2.77	%		3.07	%		2.84	%		3.19	%
	Noninterest income			$	1,264		$	1,564		$	3,395		$	4,384
	Noninterest expense				1,869			1,810			5,597			5,306
	Net income				674			1,023			2,210			3,037
	Basic earnings per common share:
		Income from continuing operations		$	0.78		$	1.11		$	2.10		$	3.27
		Income from discontinued operations, net			–			0.03			0.46			0.07

			Net income		0.78			1.14			2.56			3.34
	Diluted earnings per common share:
		Income from continuing operations		$	0.76		$	1.09		$	2.05		$	3.20
		Income from discontinued operations, net			–			0.02			0.45			0.07

			Net income		0.76			1.11			2.50			3.27
	Basic weighted average number of common shares outstanding (in thousands)				862,004			899,579			861,933			910,449
	Diluted weighted average number of common shares outstanding (in thousands)				882,323			918,372			884,068			927,470
	Dividends declared per common share			$	0.44		$	0.40		$	1.29		$	0.99
	Return on average assets⁽¹⁾				0.95	%		1.41	%		1.05	%		1.42	%
	Return on average common equity⁽¹⁾				13.03			19.82			14.47			19.50
	Efficiency ratio⁽²⁾⁽³⁾				62.19			52.13			64.63			51.66
Asset Quality
	Nonaccrual loans⁽⁴⁾⁽⁵⁾			$	1,471		$	1,813		$	1,471		$	1,813
	Foreclosed assets⁽⁵⁾				281			293			281			293

		Total nonperforming assets⁽⁵⁾		$	1,752		$	2,106		$	1,752		$	2,106
	Nonperforming assets/total assets⁽⁵⁾				0.61	%		0.73	%		0.61	%		0.73	%
	Restructured loans⁽⁵⁾			$	38		$	118		$	38		$	118

		Total nonperforming assets and restructured loans⁽⁵⁾			1,790			2,224			1,790			2,224
	Allowance for loan and lease losses⁽⁵⁾				1,322			1,549			1,322			1,549
	Allowance as a percentage of total loans held in portfolio⁽⁵⁾				0.64	%		0.97	%		0.64	%		0.97	%
	Provision for loan and lease losses			$	56		$	76		$	172		$	244
	Net charge-offs				27			74			97			213
Capital Adequacy⁽⁵⁾
	Stockholders' equity/total assets				7.21	%		7.13	%		7.21	%		7.13	%
	Tangible common equity⁽⁶⁾/total tangible assets⁽⁶⁾				5.26			5.26			5.26			5.26
	Estimated total risk-based capital/risk-weighted assets⁽⁷⁾				10.64			11.54			10.64			11.54
Per Common Share Data
	Book value per common share⁽⁵⁾⁽⁸⁾			$	24.01		$	22.77		$	24.01		$	22.77
	Market prices:
		High			40.19			42.75			45.28			43.90
		Low			37.63			36.92			37.63			32.98
		Period end			39.08			39.37			39.08			39.37

⁽¹⁾: Includes income from continuing and discontinued operations for the three months ended September 30, 2003 and nine months ended September 30, 2004 and 2003.
⁽²⁾: Based on continuing operations.
⁽³⁾: The efficiency ratio is defined as noninterest expense, divided by total revenue (net interest income and noninterest income).
⁽⁴⁾: Excludes nonaccrual loans held for sale.
⁽⁵⁾: As of quarter end.
⁽⁶⁾: Excludes unrealized net gain/loss on available-for-sale securities and derivatives, goodwill and intangible assets, but includes MSR.
⁽⁷⁾: Estimate of what the total risk-based capital ratio would be if Washington Mutual, Inc. was a bank holding company that is subject to Federal Reserve Board capital requirements.
⁽⁸⁾: Excludes 6,000,000 shares held in escrow at September 30, 2004, and 16,200,000 shares held in escrow at September 30, 2003.

Summary Financial Data (Continued)

					Three Months Ended September 30,				Nine Months Ended September 30,
					2004		2003		2004		2003
					(in millions)
Supplemental Data
	Average balance sheet:
		Total loans held for sale			$	28,220	$	51,950	$	28,592	$	50,773
		Total loans held in portfolio				199,159		152,018		189,779		147,666
		Total interest-earning assets				252,235		249,892		247,842		246,537
		Total assets				283,669		290,215		279,686		285,032
		Total interest-bearing deposits				135,600		124,488		128,893		121,221
		Total noninterest-bearing deposits				33,266		49,457		33,671		44,015
		Total stockholders' equity				20,703		20,657		20,361		20,764
	Period-end balance sheet:
		Loans held for sale				29,184		35,820		29,184		35,820
		Loans held in portfolio, net of allowance for loan and lease losses				204,836		158,680		204,836		158,680
		Total assets				288,828		286,631		288,828		286,631
		Total deposits				168,695		164,141		168,695		164,141
		Total stockholders' equity				20,820		20,441		20,820		20,441
	Loan volume:
		Home loans:
			Adjustable rate			25,589		28,225		77,164		76,503
			Fixed rate			14,635		83,360		62,275		235,499
			Specialty mortgage finance⁽¹⁾			7,536		5,460		21,972		14,647

				Total home loan volume		47,760		117,045		161,411		326,649
		Total loan volume				61,825		131,938		203,511		362,342
		Home loan refinancing⁽²⁾				23,834		90,762		97,268		261,166
		Total refinancing⁽²⁾				24,824		93,972		101,995		267,897

⁽¹⁾: Represents purchased Specialty Mortgage Finance loan portfolios and mortgages originated by Long Beach Mortgage Company.
⁽²⁾: Includes loan refinancing entered into by both new and pre-existing loan customers.

Earnings Performance from Continuing Operations

Net Interest Income

Net interest income decreased largely from contraction of the net interest margin, which declined by 30 and 35 basis points to 2.77% and 2.84% for the three and nine months ended September 30, 2004 from 3.07% and 3.19% for the same periods in 2003, as yields on interest-earning assets continued to decline through the first half of 2004, primarily as a result of the sales and runoff of higher yielding loans and debt securities. Reduced levels of refinancing activity during the third quarter of 2004 also contributed to margin compression, as average noninterest-bearing custodial and escrow deposits declined by approximately $20 billion as compared with the third quarter of 2003.

Interest rate contracts, including embedded derivatives, held for asset/liability interest rate risk management purposes decreased net interest income by $39 million and $240 million for the three and nine months ended September 30, 2004, compared with $158 million and $462 million for the same periods in 2003.

Detailed average balances of interest and noninterest-earning assets as well as interest income and expense and the weighted average interest rates, were as follows:

						Three Months Ended September 30,
						2004						2003
						Average Balance		Rate		Interest Income		Average Balance		Rate		Interest Income
						(dollars in millions)
Assets
Interest-earning assets:
	Federal funds sold and securities purchased under agreements to resell					$	922	1.44	%	$	3	$	1,350	2.16	%	$	7
	Available-for-sale securities⁽¹⁾:
		Mortgage-backed securities					9,726	3.85			94		21,174	4.51			239
		Investment securities					7,597	3.62			69		17,652	3.66			162
	Loans held for sale⁽²⁾						28,220	4.83			341		51,950	5.31			689
	Loans held in portfolio⁽²⁾⁽³⁾:
		Loans secured by real estate:
			Home				108,594	4.19			1,137		84,456	4.56			963
			Purchased specialty mortgage finance				16,279	4.57			186		10,777	5.30			143

					Total home loans		124,873	4.24			1,323		95,233	4.64			1,106
			Home equity loans and lines of credit				38,329	4.55			438		22,209	4.79			266
			Home construction:
				Builder⁽⁴⁾			1,288	4.68			15		1,105	4.47			13
				Custom⁽⁵⁾			1,405	6.07			21		977	6.90			17
			Multi-family				21,240	4.90			260		19,920	5.16			258
			Other real estate				6,364	5.78			93		6,989	6.31			111

					Total loans secured by real estate		193,499	4.44			2,150		146,433	4.83			1,771
		Consumer					860	10.17			22		1,178	8.55			25
		Commercial business					4,800	4.43			54		4,407	4.18			47

					Total loans held in portfolio		199,159	4.46			2,226		152,018	4.84			1,843
	Other						6,611	4.70			78		5,748	3.99			58

					Total interest-earning assets		252,235	4.45			2,811		249,892	4.79			2,998
Noninterest-earning assets:
	Mortgage servicing rights						6,698						6,250
	Goodwill						6,196						6,196
	Other⁽⁶⁾						18,540						27,877

					Total assets	$	283,669					$	290,215

(This table is continued on the next page.)

⁽¹⁾: The average balance and yield are based on average amortized cost balances.
⁽²⁾: Nonaccrual loans are included in the average loan amounts outstanding.
⁽³⁾: Interest income for loans held in portfolio includes amortization of net deferred loan origination costs of $80 million and $94 million for the three months ended September 30, 2004 and 2003.
⁽⁴⁾: Represents loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale.
⁽⁵⁾: Represents construction loans made directly to the intended occupant of a single-family residence.
⁽⁶⁾: Includes assets of continuing and discontinued operations for the quarter ended September 30, 2003.

(Continued from the previous page.)

				Three Months Ended September 30,
				2004						2003
				Average Balance		Rate		Interest Expense		Average Balance		Rate		Interest Expense
				(dollars in millions)
Liabilities
Interest-bearing liabilities:
	Deposits:
		Interest-bearing checking deposits		$	54,377	1.25	%	$	172	$	64,057	1.68	%	$	272
		Savings and money market deposits			43,278	1.27			138		28,674	0.88			63
		Time deposits			37,945	2.40			229		31,757	2.53			203

			Total interest-bearing deposits		135,600	1.58			539		124,488	1.72			538
	Federal funds purchased and commercial paper				2,733	1.54			10		4,057	1.12			12
	Securities sold under agreements to repurchase				14,213	2.75			100		21,399	2.19			120
	Advances from Federal Home Loan Banks				59,227	2.02			306		45,334	2.59			300
	Other				12,922	3.62			116		12,203	3.94			119

			Total interest-bearing liabilities		224,695	1.89			1,071		207,481	2.07			1,089

Noninterest-bearing sources:
	Noninterest-bearing deposits				33,266						49,457
	Other liabilities⁽⁷⁾				5,005						12,620
	Stockholders' equity				20,703						20,657

			Total liabilities and stockholders' equity	$	283,669					$	290,215

Net interest spread and net interest income						2.56		$	1,740			2.72		$	1,909

Impact of noninterest-bearing sources						0.21						0.35
Net interest margin						2.77						3.07

⁽⁷⁾: Includes liabilities of continuing and discontinued operations for the quarter ended September 30, 2003.

						Nine Months Ended September 30,
						2004						2003
						Average Balance		Rate		Interest Income		Average Balance		Rate		Interest Income
						(dollars in millions)
Assets
Interest-earning assets:
	Federal funds sold and securities purchased under agreements to resell					$	993	1.30	%	$	10	$	3,297	1.39	%	$	35
	Available-for-sale securities⁽¹⁾:
		Mortgage-backed securities					9,870	4.04			299		23,805	5.04			900
		Investment securities					12,862	3.19			308		15,829	4.08			484
	Loans held for sale⁽²⁾						28,592	5.03			1,079		50,773	5.41			2,061
	Loans held in portfolio⁽²⁾⁽³⁾:
		Loans secured by real estate:
			Home				105,559	4.18			3,311		83,656	4.91			3,079
			Purchased specialty mortgage finance				15,223	4.83			552		10,456	5.57			437

					Total home loans		120,782	4.26			3,863		94,112	4.98			3,516
			Home equity loans and lines of credit				33,786	4.59			1,162		19,583	5.09			747
			Home construction:
				Builder⁽⁴⁾			1,205	4.49			41		1,088	4.75			39
				Custom⁽⁵⁾			1,302	6.13			60		942	7.36			52
			Multi-family				20,810	4.98			777		19,149	5.38			773
			Other real estate				6,484	5.87			287		7,344	6.30			348

					Total loans secured by real estate		184,369	4.48			6,190		142,218	5.13			5,475
	Consumer						928	10.08			70		1,255	8.82			83
	Commercial business						4,482	4.24			144		4,193	4.49			143

					Total loans held in portfolio		189,779	4.50			6,404		147,666	5.15			5,701
	Other						5,746	4.27			184		5,167	4.72			183

					Total interest-earning assets		247,842	4.46			8,284		246,537	5.06			9,364
Noninterest-earning assets:
	Mortgage servicing rights						6,566						5,490
	Goodwill						6,196						6,199
	Other⁽⁶⁾						19,082						26,806

					Total assets	$	279,686					$	285,032

(This table is continued on the next page.)

⁽¹⁾: The average balance and yield are based on average amortized cost balances.
⁽²⁾: Nonaccrual loans are included in the average loan amounts outstanding.
⁽³⁾: Interest income for loans held in portfolio includes amortization of net deferred loan origination costs of $240 million and $228 million for the nine months ended September 30, 2004 and 2003.
⁽⁴⁾: Represents loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale.
⁽⁵⁾: Represents construction loans made directly to the intended occupant of a single-family residence.
⁽⁶⁾: Includes assets of continuing and discontinued operations for the nine months ended September 30, 2003.

(Continued from the previous page.)

				Nine Months Ended September 30,
				2004						2003
				Average Balance		Rate		Interest Expense		Average Balance		Rate		Interest Expense
				(dollars in millions)
Liabilities
Interest-bearing liabilities:
	Deposits:
		Interest-bearing checking deposits		$	62,396	1.27	%	$	593	$	60,980	1.78	%	$	810
		Savings and money market deposits			33,211	1.00			249		28,265	0.98			207
		Time deposits			33,286	2.39			598		31,976	2.74			657

			Total interest-bearing deposits		128,893	1.49			1,440		121,221	1.85			1,674
	Federal funds purchased and commercial paper				3,084	1.21			28		2,917	1.21			26
	Securities sold under agreements to repurchase				17,711	2.26			304		20,607	2.52			394
	Advances from Federal Home Loan Banks				57,135	2.05			892		50,993	2.62			1,012
	Other				13,241	3.58			354		13,192	3.76			371

			Total interest-bearing liabilities		220,064	1.82			3,018		208,930	2.21			3,477

Noninterest-bearing sources:
	Noninterest-bearing deposits				33,671						44,015
	Other liabilities⁽⁷⁾				5,590						11,323
	Stockholders' equity				20,361						20,764

			Total liabilities and stockholders' equity	$	279,686					$	285,032

Net interest spread and net interest income						2.64		$	5,266			2.85		$	5,887

Impact of noninterest-bearing sources						0.20						0.34
Net interest margin						2.84						3.19

⁽⁷⁾: Includes liabilities of continuing and discontinued operations for the nine months ended September 30, 2003.

Noninterest Income

Noninterest income from continuing operations consisted of the following:

						Three Months Ended September 30,								Nine Months Ended September 30,
						Three Months Ended September 30,						Percentage Change		Nine Months Ended September 30,						Percentage Change
						2004			2003			Percentage Change		2004			2003			Percentage Change
						(dollars in millions)
Home loan mortgage banking income (expense):
	Loan servicing income (expense):
		Loan servicing fees				$	482		$	542		(11	)%	$	1,469		$	1,748		(16	)%
		Amortization of mortgage servicing rights					(589	)		(665	)	(11	)		(1,884	)		(2,665	)	(29	)
		MSR valuation adjustments:
			MSR net ineffectiveness under Statement No. 133				431			–		–			153			–		–
			MSR lower of cost or market adjustment				(266	)		368		–			(646	)		96		–

				Net MSR valuation adjustments			165			368		(55	)		(493	)		96		–
		Other, net					(62	)		(220	)	(72	)		(217	)		(515	)	(58	)

					Net home loan servicing income (expense)		(4	)		25		–			(1,125	)		(1,336	)	(16	)
	Revaluation gain (loss) from derivatives						107			(172	)	–			969			643		51
	Net settlement income from certain interest-rate swaps						126			130		(3	)		485			354		37
	Gain (loss) from mortgage loans						210			(204	)	–			494			1,186		(58	)
	Loan related income						65			108		(40	)		212			274		(23	)
	Gain from sale of originated mortgage-backed securities						–			258		(100	)		–			260		(100	)

					Total home loan mortgage banking income		504			145		248			1,035			1,381		(25	)
Depositor and other retail banking fees							514			471		9			1,484			1,346		10
Securities fees and commissions							104			103		1			315			291		8
Insurance income							61			45		36			179			139		29
Portfolio loan related income							109			116		(7	)		299			344		(13	)
Gain from other available-for-sale securities							11			557		(98	)		73			689		(89	)
Gain (loss) on extinguishment of borrowings							(147	)		7		–			(237	)		(129	)	84
Other income							108			120		(10	)		247			323		(24	)

					Total noninterest income	$	1,264		$	1,564		(19	)	$	3,395		$	4,384		(23	)

Home Loan Mortgage Banking Income

The decrease in home loan servicing fees for the three and nine months ended September 30, 2004 was the result of the decrease in our loans serviced for others portfolio and a decline in the weighted average servicing fee. Our loans serviced for others portfolio decreased as the Company's loan volume mix began to shift from salable production to balance sheet portfolio lending during the second half of 2003. The volume of new, salable loan production was lower than the paydown rate of the servicing portfolio.

The weighted average servicing fee decreased from 35 basis points at September 30, 2003 to 33 basis points at September 30, 2004 primarily due to transactions entered into, from time to time, in which a portion of the future contractual servicing cash flows are securitized and sold to third parties. These transactions decreased the net MSR balance by $230 million during the twelve months ending

September 30, 2004, but had no impact on the unpaid principal balance of the loans serviced for others portfolio. Additionally, the Company has entered into loan sales and securitizations with certain government-sponsored and private enterprises in which it has retained a smaller servicing fee than is common in the industry. The smaller servicing fee leads to a lower value for the resulting MSR and greater cash proceeds when the loans or securities are sold.

The following table presents the aggregate valuation adjustments for the MSR and the corresponding hedging and risk management derivative instruments and securities during the three and nine months ended September 30, 2004 and 2003:

			Three Months Ended September 30,						Nine Months Ended September 30,
			2004			2003			2004			2003
			(in millions)
Statement No. 133 MSR accounting valuation adjustments			$	(885	)	$	–		$	822		$	–
Change in value of MSR accounted for under lower of aggregate cost or market value methodology				(266	)		368			(646	)		96

	Total MSR valuation changes			(1,151	)		368			176			96
Statement No. 133 fair value hedging adjustments				1,316			–			(669	)		–
Revaluation gain (loss) from derivatives – MSR risk management				130			(317	)		917			840
Net settlement income from certain interest-rate swaps				126			120			481			344
Gain from securities				45			176			50			316

	Net valuation change in hedging and risk management instruments			1,617			(21	)		779			1,500

		Total change in MSR valuation, net of hedging and risk management instruments	$	466		$	347		$	955		$	1,596

The following tables separately present the risk management results associated with the economic hedges of MSR, loans held for sale and other risk management activities included within noninterest income for the three and nine months ended September 30, 2004 and 2003:

			Three Months Ended September 30, 2004									Nine Months Ended September 30, 2004
			MSR		Loans Held for Sale			Other		Total		MSR		Loans Held for Sale		Other		Total
			(in millions)
Revaluation gain (loss) from derivatives			$	130	$	(23	)	$	–	$	107	$	917	$	52	$	–	$	969
Net settlement income from certain interest-rate swaps				126		–			–		126		481		4		–		485
Gain from securities:
	Gain from other available-for-sale securities			–		–			11		11		5		–		68		73
	Revaluation gain from principal-only mortgage-backed trading securities⁽¹⁾			45		–			–		45		45		–		–		45

		Total	$	301	$	(23	)	$	11	$	289	$	1,448	$	56	$	68	$	1,572

⁽¹⁾: Reported within other noninterest income on the Consolidated Statements of Income.

		Three Months Ended September 30, 2003											Nine Months Ended September 30, 2003
		MSR			Loans Held for Sale		��	Other		Total			MSR		Loans Held for Sale			Other		Total
		(in millions)
Revaluation gain (loss) from derivatives		$	(317	)	$	145		$	–	$	(172	)	$	840	$	(197	)	$	–	$	643
Net settlement income from certain interest-rate swaps			120			10			–		130			344		10			–		354
Gain from other available-for-sale securities			176			–			381		557			316		–			373		689

	Total	$	(21	)	$	155		$	381	$	515		$	1,500	$	(187	)	$	373	$	1,686

Revaluation gain (loss) from derivatives is the earnings impact of the changes in fair value from certain derivatives where the Company either has not attempted to achieve, or has attempted but did not achieve, hedge accounting treatment under Statement of Financial Accounting Standards ("Statement") No. 133.

The Company began applying fair value hedge accounting treatment, as prescribed by Statement No. 133, as of April 1, 2004 to most of its MSR. Applying fair value hedge accounting to the MSR results in the changes in fair value of the hedging derivatives to be netted against the changes in fair value of the hedged MSR, to the extent the hedge relationship is determined to be highly effective. We use standard statistical methods of correlation to determine if the results of the changes in value of the hedging derivative and the hedged MSR meet the Statement No. 133 criteria for a highly effective hedge accounting relationship. Unlike the lower of cost or market value accounting methodology, the recorded value of the hedged MSR may exceed its original cost basis. The portion of the MSR in which the hedging relationship is determined not to be highly effective will continue to be accounted for at the lower of aggregate cost or market value.

The total change in MSR valuation, net of hedging and risk management instruments was a gain of $466 million in the third quarter of 2004, compared with a gain of $347 million in the third quarter of 2003. The hedging performance of the MSR asset was affected by the significant decrease in mortgage interest rates during the quarter. At September 30, 2004, the Federal National Mortgage Association ("FNMA") 30-year current coupon fixed mortgage rate was 5.24%, a decrease of 38 basis points from 5.62% at June 30, 2004. As interest rates decreased, basis spreads between mortgage rates and interest rate swap indices widened, resulting in gains on MSR hedging and risk management instruments that exceeded the decrease in value of the MSR.

During the nine months ended September 30, 2004, we recorded other than temporary MSR impairment of $410 million on the MSR asset. This amount was determined by applying an appropriate interest rate shock to the MSR in order to estimate the amount of the valuation allowance we may expect to recover in the foreseeable future. To the extent that the gross carrying value of the MSR, including the Statement No. 133 valuation adjustments, exceeded the estimated recoverable amount, that portion of the gross carrying value was written off as other than temporary impairment. The initial application of fair value hedge accounting treatment to most of the Company's MSR during the second quarter of 2004 effectively resulted in the Company recording much of the recovery in the value as a Statement No. 133 valuation adjustment. Absent the application of Statement 133 to the Company's MSR asset, most of the MSR recovery recognized during the second quarter would have been recorded as a reversal of the valuation allowance. The Company recorded other than temporary MSR impairment of $1.11 billion for the nine months ended September 30, 2003.

MSR amortization expense was lower in the first nine months of 2004, compared with the same period in 2003, due to a decline in the high prepayment rates experienced in the first half of 2003 and the large other than temporary MSR impairment recorded in that year.

The decrease in "Other, net" home loan servicing income (expense) for the three and nine months ended September 30, 2004 resulted from lower loan pool expenses due to the reduction in refinancing activity. Loan pool expenses represent the amount of expense that the Company incurs for the elapsed time between the borrower payoff date and the next monthly investor pool cutoff date.

In measuring the fair value of MSR, we stratify the loans in our servicing portfolio based on loan type and coupon rate. An impairment valuation allowance for a stratum is recorded when, and in the amount by which, its fair value is less than its gross carrying value. A reversal of the impairment allowance for a stratum is recorded when its fair value exceeds its net carrying value. However, a reversal in any particular stratum cannot exceed its valuation allowance. At September 30, 2004, we stratified the loans in our servicing portfolio as follows:

				September 30, 2004
			Rate Band	Gross Carrying Value		Valuation Allowance		Net Carrying Value		Fair Value
				(in millions)
Primary Servicing:
	Adjustable		All loans	$	1,653	$	647	$	1,006	$	1,006
	Government-sponsored enterprises		6.00% and below		2,888		510		2,378		2,378
	Government-sponsored enterprises		6.01% to 7.49%		1,563		706		857		857
	Government-sponsored enterprises		7.50% and above		203		81		122		122
	Government		6.00% and below		495		85		410		410
	Government		6.01% to 7.49%		551		237		314		314
	Government		7.50% and above		262		115		147		147
	Private		6.00% and below		476		83		393		393
	Private		6.01% to 7.49%		275		121		154		154
	Private		7.50% and above		97		32		65		65

		Total primary servicing			8,463		2,617		5,846		5,846
Master servicing			All loans		111		30		81		81
Specialty home loans			All loans		159		4		155		155
Multi-family			All loans		32		2		30		30

		Total		$	8,765	$	2,653	$	6,112	$	6,112

At September 30, 2004, key economic assumptions and the sensitivity of the current fair value of home loan MSR to immediate changes in those assumptions were as follows:

		September 30, 2004
		Mortgage Servicing Rights
		Fixed-Rate Mortgage Loans						Adjustable-Rate Mortgage Loans
		Government and Government- Sponsored Enterprises			Privately Issued			All Types			Specialty Home Loans
		(dollars in millions)
Fair value of home loan MSR		$	4,228		$	612		$	1,006		$	155
Expected weighted-average life (in years)			3.8			3.8			3.2			2.5
Constant prepayment rate ("CPR")⁽¹⁾			18.55	%		19.94	%		28.12	%		32.37	%
	Impact on fair value of 25% decrease in CPR	$	789		$	136		$	217		$	33
	Impact on fair value of 50% decrease in CPR		1,885			328			538			81
	Impact on fair value of 25% increase in CPR		(592	)		(101	)		(158	)		(25	)
	Impact on fair value of 50% increase in CPR		(1,051	)		(179	)		(282	)		(44	)
Discounted cash flow rate ("DCF")			8.31	%		9.81	%		9.58	%		19.75	%
	Impact on fair value of 10% decrease in DCF		n/a			n/a			n/a		$	5
	Impact on fair value of 25% decrease in DCF	$	300		$	48		$	57			13
	Impact on fair value of 50% decrease in DCF		654			106			122			n/a
	Impact on fair value of 25% increase in DCF		(258	)		(41	)		(50	)		(11	)
	Impact on fair value of 50% increase in DCF		(482	)		(75	)		(94	)		(20	)

⁽¹⁾: Represents the expected lifetime average.

These sensitivities are hypothetical and should be used with caution. As the table above demonstrates, our methodology for estimating the fair value of MSR is highly sensitive to changes in assumptions. For example, our determination of fair value uses anticipated prepayment speeds. Actual prepayment experience may differ and any difference may have a material effect on MSR fair value. Changes in fair value based on a variation in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the MSR is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, increases in market interest rates may result in lower prepayments, but credit losses may increase), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time. Refer to "Market Risk Management" for discussion of how MSR prepayment risk is managed and to Note 1 to the Consolidated Financial Statements – "Summary of Significant Accounting Policies" in the Company's 2003 Annual Report on Form 10-K/A for further discussion of how MSR impairment is measured.

The Company recorded gain from mortgage loans, net of risk management instruments, of $187 million and $550 million for the three and nine months ended September 30, 2004, compared with a net loss of $49 million and a net gain of $999 million for the same periods in 2003. The increase of $236 million from the three months ended September 30, 2003 to the same period in 2004 was primarily the result of losses incurred from various market volatility and operational issues experienced during the third quarter of 2003, including unhedged rate lock extensions granted to customers, a diminished level of market liquidity for certain instruments used to manage interest rate risk on rate locks and loans held for sale, and systems issues that caused data interruptions during the period. The decrease of $449 million from the nine months ended September 30, 2003 to the same period in 2004 was primarily the result of

historically low mortgage interest rates during the first part of 2003 which generated extremely high levels of salable fixed-rate home loan volume, most of which was the result of refinancing activity. When the industry-wide refinancing boom ended later that year, customer preferences began to shift away from fixed-rate loans to adjustable-rate products. Accordingly, the Company's fixed-rate home loan volume declined from $240.44 billion in the first nine months of 2003 to $67.91 billion in the same period of 2004. Conversely, short-term adjustable-rate loan volume, which the Company generally retains in its loan portfolio, increased from $18.47 billion in the first nine months of 2003 to $50.29 billion in the same period of 2004.

As part of its normal servicing activities, the Company repurchases delinquent mortgages contained within Government National Mortgage Association ("GNMA") loan servicing pools and, in general, resells them to secondary market participants. Accordingly, gains from the resale of these mortgages are reported as gain from mortgage loans. In one part of the Company's program, certain loans that have been 30 days or more past due for four consecutive months with at least one payment that remains uncured (referred to as "rolling 30 loans") are repurchased from GNMA and then resold in the secondary market. In the other, certain loans that have missed three consecutive payments are likewise purchased and resold. Gain from the sale of these loans was $30 million and $130 million for the three and nine months ended September 30, 2004 and $81 million and $309 million for the same periods in 2003. The Company does not have the option of repurchasing "rolling 30 loans" from pools created after January 1, 2003, but continues to make such purchases from previously created pools. Over time, we expect gains from the repurchase of "rolling 30 loans" to diminish as the pools that are eligible for repurchase are depleted.

The fair value changes in loans held for sale and the offsetting changes in the derivative instruments used as fair value hedges are recorded within gain from mortgage loans when hedge accounting treatment is achieved. Loans held for sale where hedge accounting treatment is not achieved ("nonqualifying" loans held for sale) are not recorded at fair value and are instead recorded at the lower of aggregate cost or market value. Due to changes in the fair value of derivatives acquired to mitigate the risk of fair value changes to these nonqualifying loans, a net loss of $23 million and a net gain of $52 million were recognized as revaluation gain/loss from derivatives during the three and nine months ended September 30, 2004, compared with a revaluation gain of $145 million and a net loss of $197 million for the same periods in 2003. A gain may be recognized when the loans are subsequently sold if the fair value of those loans is higher than the carrying amount. As of September 30, 2004, the fair value of loans held for sale was $29.32 billion with a carrying amount of $29.18 billion, and as of December 31, 2003, the fair value and carrying amount were $20.84 billion.

Net settlement income from certain interest-rate swaps primarily represents income from our interest-rate swaps that are designated as MSR risk management instruments. At September 30, 2004, the total notional amount of such swaps was $41.99 billion, compared with $24.73 billion at September 30, 2003.

Loan related income decreased for the three and nine months ended September 30, 2004 primarily due to decreased loan transfer fees charged to our correspondent lenders resulting from decreased loan volume.

All Other Noninterest Income Analysis

The increase in depositor and other retail banking fees for the three and nine months ended September 30, 2004, compared with the same periods in 2003, was largely due to higher levels of checking fees that resulted from an increase in the number of noninterest-bearing checking accounts and an increase in ATM and debit card related income. The number of noninterest-bearing checking accounts at September 30, 2004 totaled approximately 7.0 million, compared with approximately 6.3 million at September 30, 2003.

Insurance income increased during the three and nine months ended September 30, 2004 substantially due to the continued growth in our captive reinsurance programs.

Gain from other available-for-sale securities decreased to $11 million for the third quarter of 2004 from $557 million for the same period in 2003. During the third quarter of 2003, sales of $28.10 billion in mortgage-backed securities and investment securities resulted in total gains of approximately $815 million and included $176 million designated as MSR risk management instruments and $381 million related to securities acquired for asset-liability risk management. The remaining gains of $258 million are reflected as gain from sale of originated mortgage-backed securities within home loan mortgage banking income. There were no similar sales for the same period in 2004.

Several securities sold under agreements to repurchase ("repurchase agreements") with associated pay-fixed swaps were terminated during the third quarter of 2004, resulting in a net loss on extinguishment of borrowings of $147 million. During the first half of 2004, the Company terminated certain pay-fixed swaps hedging variable rate Federal Home Loan Bank ("FHLB") advances, resulting in a loss of $90 million. During the nine months ended September 30, 2003, the Company restructured certain repurchase agreements containing embedded pay-fixed swaps resulting in a loss of $129 million. Each of these transactions had the immediate effect of reducing the Company's wholesale borrowing costs.

Other income included $45 million of income recognized from revaluation gains on principal-only mortgage-backed trading securities in the third quarter of 2004, which were acquired as MSR risk management instruments. In the third quarter of 2003, other income included a $55 million fee received from the Federal Home Loan Mortgage Corporation ("FHLMC" or "Freddie Mac") for swapping certain multi-family loans for 100% of the beneficial interest in those loans in the form of mortgage-backed securities. The decrease for the nine months ended September 30, 2004 as compared with the same period in 2003 was primarily due to a decline in the income recorded on residual interests in collateralized mortgage obligations and other trading securities.

Noninterest Expense

Noninterest expense from continuing operations consisted of the following:

		Three Months Ended September 30,						Nine Months Ended September 30,
		Three Months Ended September 30,				Percentage Change		Nine Months Ended September 30,				Percentage Change
		2004		2003		Percentage Change		2004		2003		Percentage Change
		(dollars in millions)
Compensation and benefits		$	841	$	837	–	%	$	2,589	$	2,427	7	%
Occupancy and equipment			404		352	15			1,197		1,024	17
Telecommunications and outsourced information services			118		150	(21	)		364		429	(15	)
Depositor and other retail banking losses			54		35	54			134		113	18
Amortization of other intangible assets			14		15	(8	)		42		46	(8	)
Advertising and promotion			76		51	49			219		190	15
Professional fees			34		69	(51	)		105		189	(44	)
Postage			58		51	14			174		164	6
Loan expense			57		71	(19	)		166		192	(13	)
Travel and training			26		38	(31	)		89		111	(20	)
Reinsurance expense			21		12	73			59		44	35
Other expense			166		129	27			459		377	22

	Total noninterest expense	$	1,869	$	1,810	3		$	5,597	$	5,306	5

The increase in employee compensation and benefits for the nine months ended September 30, 2004, compared with the same period in 2003 was primarily due to lower levels of compensation expense that are deferrable as direct loan origination costs and an $84 million charge for severance expense related to staffing reductions that occurred as part of the Company's ongoing cost containment initiative. The

number of employees was 55,488 at September 30, 2004, compared with 61,374 at December 31, 2003 and 60,549 at September 30, 2003.

The increase in occupancy and equipment expense for the three months ended September 30, 2004, compared with the same period in 2003 resulted primarily from restructuring activities and increased rent expense. Restructuring activities included a $14 million charge for the discontinued use of facilities and a $14 million loss on the disposal of furniture and equipment. The increase in rent expense was due to the continued expansion of new retail banking stores throughout the twelve month period ending September 30, 2004. The majority of the increase for the nine months ended September 30, 2004 was from higher equipment depreciation expense, building rent expense and the costs related to the discontinued use of facilities and losses on the disposal of equipment. Depreciation expense increased due to the completion of technology projects that were placed in service during the second quarter of 2003.

The increase in depositor and other retail banking losses was primarily due to higher levels of overdraft charge-offs, losses from returned deposited checks and a general increase in check fraud.

The increase in advertising and promotion expense for the three months ended September 30, 2004 was primarily due to additional direct mailing costs for the Free Checking campaign and other local marketing and community relations expense.

The decrease in professional fees for the three and nine months ended September 30, 2004 was mostly due to decreases in fees associated with technology-related projects.

The increase in other expense for the three and nine months ended September 30, 2004 was partly due to an increase in the accrual for estimated losses related to certain outstanding litigation settlements, judgments and potential environmental claims.

Review of Financial Condition

Securities

Securities consisted of the following:

				September 30, 2004
				Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
				(in millions)
Available-for-sale securities
Mortgage-backed securities:
	U.S. Government and agency			$	8,801	$	138	$	(21	)	$	8,918
	Private issue				1,220		30		–			1,250

		Total mortgage-backed securities			10,021		168		(21	)		10,168
Investment securities:
	U.S. Government and agency				5,842		38		(36	)		5,844
	Other debt securities				326		19		–			345
	Equity securities				123		8		(1	)		130

		Total investment securities			6,291		65		(37	)		6,319

			Total available-for-sale securities	$	16,312	$	233	$	(58	)	$	16,487

				December 31, 2003
				Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
				(in millions)
Available-for-sale securities
Mortgage-backed securities:
	U.S. Government and agency			$	8,687	$	140	$	(26	)	$	8,801
	Private issue				1,849		46		(1	)		1,894

		Total mortgage-backed securities			10,536		186		(27	)		10,695
Investment securities:
	U.S. Government and agency				25,950		5		(340	)		25,615
	Other debt securities				247		17		(2	)		262
	Equity securities				125		11		(1	)		135

		Total investment securities			26,322		33		(343	)		26,012

			Total available-for-sale securities	$	36,858	$	219	$	(370	)	$	36,707

The realized gross gains and losses of securities for the periods indicated were as follows:

		Three Months Ended September 30,						Nine Months Ended September 30,
		2004			2003			2004			2003
		(in millions)
Available-for-sale securities
Realized gross gains		$	41		$	905		$	238		$	1,083
Realized gross losses			(30	)		(90	)		(165	)		(134	)

	Realized net gain	$	11		$	815		$	73		$	949

Our investment securities decreased predominantly due to the sale of U.S. Government and agency bonds. The proceeds from the sales of these securities were used, in part, to allow for the growth in the loan portfolio.

Loans

Loans held in portfolio consisted of the following:

					September 30, 2004		December 31, 2003
					(in millions)
Loans secured by real estate:
	Home				$	112,230	$	100,043
	Purchased specialty mortgage finance					17,305		12,973

			Total home loans			129,535		113,016
	Home equity loans and lines of credit					40,505		27,647
	Home construction:
		Builder⁽¹⁾				1,248		1,052
		Custom⁽²⁾				1,484		1,168
	Multi-family					21,640		20,324
	Other real estate					6,268		6,649

			Total loans secured by real estate			200,680		169,856
Consumer						831		1,028
Commercial business						4,647		4,266

				Total loans held in portfolio	$	206,158	$	175,150

⁽¹⁾: Represents loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale.
⁽²⁾: Represents construction loans made directly to the intended occupant of a single-family residence.

Our loans held in portfolio increased predominantly due to an increase in home loans and home equity loans and lines of credit. Substantially all of the growth in the home loan and home equity loans and lines of credit portfolios resulted from the origination of short-term adjustable-rate products.

Other Assets

Other assets consisted of the following:

		September 30, 2004		December 31, 2003
		(in millions)
Premises and equipment		$	3,279	$	3,286
Investment in bank-owned life insurance			2,655		2,582
Accrued interest receivable			1,453		1,558
Foreclosed assets			281		311
Other intangible assets			208		251
Derivatives			1,488		1,457
Trading securities			3,113		1,381
Accounts receivable			3,653		4,309
Other			1,281		1,366

	Total other assets	$	17,411	$	16,501

A majority of the increase in trading securities was due to the purchase of principal-only mortgage backed securities that are being used for MSR risk management purposes.

Deposits

Deposits consisted of the following:

				September 30, 2004		December 31, 2003
				(in millions)
Retail deposits:
	Checking deposits:
		Noninterest bearing		$	16,178	$	13,724
		Interest bearing			52,378		67,990

			Total checking deposits		68,556		81,714
	Savings and money market deposits				38,620		22,131
	Time deposits				24,825		24,605

			Total retail deposits		132,001		128,450
Commercial business deposits					8,117		7,159
Wholesale deposits					14,052		2,579
Custodial and escrow deposits⁽¹⁾					14,525		14,993

			Total deposits	$	168,695	$	153,181

⁽¹⁾: Substantially all custodial and escrow deposits reside in noninterest-bearing checking accounts.

The increase in retail deposits was primarily the result of the $16.49 billion increase in savings and money market deposits from year-end 2003, which was predominantly due to the introduction of the Platinum Savings account, substantially offset by a decline in Platinum Checking account balances. The $11.47 billion increase in wholesale deposits from year-end 2003 was predominantly due to an increase in our investor base resulting from an upgrade in our credit rating from a major agency in the early part of 2004, making the Company more attractive to institutional investors.

Checking, savings and money market deposits composed 81% of retail deposits at September 30, 2004, unchanged from year-end 2003. These products generally have the benefit of lower interest costs, compared with time deposits. Even though checking, savings and money market deposits are more liquid, we consider them to be the core relationship with our customers. At September 30, 2004, deposits funded 58% of total assets, compared with 56% at December 31, 2003.

Borrowings

At September 30, 2004, our borrowings were largely in the form of advances from the Federal Home Loan Banks ("FHLBs") of Seattle, San Francisco, Dallas and New York and repurchase agreements. Although the Company acquired advances from the FHLBs of Dallas and New York during its acquisitions of Bank United in 2001 and Dime Bancorp, Inc. in 2002, the Company does not have continuing borrowing privileges at these FHLBs. The mix of our borrowing sources at any given time is dependent on market conditions.

Operating Segments

We manage and report information concerning the Company's activities, operations, products and services around two primary categories: consumers and commercial customers and have established three operating segments for the purpose of management reporting: Retail Banking and Financial Services, Mortgage Banking and the Commercial Group. Results for Corporate Support/Treasury and Other are also presented. Refer to Note 7 to the Consolidated Financial Statements – "Operating Segments" for information regarding the key elements of our management reporting methodologies used to measure segment performance.

Consumer Group

Retail Banking and Financial Services

			Three Months Ended September 30,								Nine Months Ended September 30,
			Three Months Ended September 30,						Percentage Change		Nine Months Ended September 30,						Percentage Change
			2004			2003			Percentage Change		2004			2003			Percentage Change
			(dollars in millions)								(dollars in millions)
Condensed income statement:
	Net interest income		$	1,295		$	994		30	%	$	3,802		$	2,902		31	%
	Provision for loan and lease losses			43			40		9			123			113		10
	Noninterest income			713			653		9			2,038			1,851		10
	Inter-segment revenue			3			63		(96	)		15			159		(90	)
	Noninterest expense			1,116			980		14			3,303			2,860		15

	Income before income taxes			852			690		23			2,429			1,939		25
	Income taxes			323			274		18			920			744		24

		Net income	$	529		$	416		27		$	1,509		$	1,195		26

Performance and other data:
	Efficiency ratio⁽¹⁾			49.02	%		49.65	%	(1	)		49.81	%		50.35	%	(1	)
	Average loans		$	167,539		$	118,295		42		$	158,646		$	116,307		36
	Average assets			179,950			130,046		38			170,881			127,934		34
	Average deposits			131,850			126,040		5			129,518			124,358		4
	Employees at end of period			29,963			28,802		4			29,963			28,802		4

⁽¹⁾: The efficiency ratio is defined as noninterest expense, excluding a cost of capital charge on goodwill, divided by total revenue (net interest income and noninterest income).

The increase in net interest income was mostly due to higher average balances of home loans and home equity loans and lines of credit. Average home loans have increased $27.93 billion and $24.28 billion, or 34% and 30%, for the three and nine months ended September 30, 2004, compared with the same periods in 2003 resulting from increased growth in short-term adjustable-rate mortgages typically held in portfolio. Average home equity loans and lines of credit increased $16.12 billion and $14.27 billion, or 73%, for the three and nine months ended September 30, 2004, compared with the same periods in 2003.

The increase in noninterest income was primarily due to depositor and other retail banking fees resulting from higher numbers of net new retail checking accounts, which increased by approximately 142,000 in the third quarter of 2004 and 755,000 in the preceding twelve months.

Inter-segment revenue decreased due to lower broker fees received from the Mortgage Banking segment for the origination of mortgage loans, which resulted from the overall decline in refinancing activity.

The increase in noninterest expense was primarily driven by employee compensation and benefits and occupancy and equipment expense resulting from expansion of the Company's distribution network, which included the opening of 56 net new stores in the third quarter of 2004 and 195 net new stores in the preceding twelve months.

The increase in average deposits was primarily due to higher levels of interest-bearing Platinum Savings accounts.

Mortgage Banking

			Three Months Ended September 30,								Nine Months Ended September 30,
			Three Months Ended September 30,						Percentage Change		Nine Months Ended September 30,						Percentage Change
			2004			2003			Percentage Change		2004			2003			Percentage Change
			(dollars in millions)								(dollars in millions)
Condensed income statement:
	Net interest income		$	274		$	683		(60	)%	$	908		$	2,028		(55	)%
	Provision for loan and lease losses			2			1		143			7			1		433
	Noninterest income			769			288		167			1,728			2,076		(17	)
	Inter-segment expense			3			63		(96	)		15			159		(90	)
	Noninterest expense			602			729		(17	)		1,921			2,180		(12	)

	Income before income taxes			436			178		146			693			1,764		(61	)
	Income taxes			165			61		171			262			664		(61	)

		Net income	$	271		$	117		133		$	431		$	1,100		(61	)

Performance and other data:
	Efficiency ratio⁽¹⁾			52.89	%		74.66	%	(29	)		67.33	%		51.31	%	31
	Average loans		$	22,611		$	51,648		(56	)	$	23,158		$	48,160		(52	)
	Average assets			36,343			78,806		(54	)		37,243			73,130		(49	)
	Average deposits			15,385			35,120		(56	)		16,695			30,066		(44	)
	Employees at end of period			16,786			22,527		(25	)		16,786			22,527		(25	)

⁽¹⁾: The efficiency ratio is defined as noninterest expense, excluding a cost of capital charge on goodwill, divided by total revenue (net interest income and noninterest income).

The decrease in net interest income was mostly due to a decline in the average balances of loans held for sale. This occurred due to a reduction in refinancing activity, compared with 2003 when interest rates were at record low levels and a shift in loan volume mix from fixed-rate loans to adjustable-rate loans that are generally held in portfolio. Total loan volume for the three months ended September 30, 2004 was $40.49 billion, compared with $111.95 billion for the same period in 2003. Adjustable-rate loan mortgage volume increased for the three months ended September 30, 2004 to 63% of total loan volume from 25% in 2003.

The increase in noninterest income for the three months ended September 30, 2004 was primarily due to losses from mortgage loans incurred during the third quarter of 2003, resulting from various market volatility and operational issues, including unhedged rate lock extensions granted to customers, a diminished level of market liquidity for certain instruments used to manage interest rate risk on rate locks and loans held for sale, and systems issues that caused data interruptions during the period. The decrease in noninterest income for the nine months ended September 30, 2004 was mostly due to gains from other available-for-sale securities resulting from sales of investment securities designated as MSR risk management instruments during the second and third quarters of 2003. There was no comparable activity for the same periods in 2004.

Inter-segment expense has decreased due to lower broker fees paid to the Retail Banking and Financial Services segment for the origination of mortgage loans resulting from the overall decline in refinancing activity, compared with 2003.

The decrease in noninterest expense for the three and nine months ended September 30, 2004 was primarily due to lower technology and compensation and benefits expense. This reflects the consolidation of various locations and functions, the conversion to a single loan servicing platform, headcount reductions, which decreased to 16,786 at September 30, 2004 from 22,527 at September 30, 2003, and the sale or closure of approximately 100 home loan offices in non-strategic markets.

The decrease in average deposits was predominantly due to lower custodial and escrow balances resulting from the overall decline in refinancing activity, compared with 2003.

Commercial Group

			Three Months Ended September 30,								Nine Months Ended September 30,
			Three Months Ended September 30,						Percentage Change		Nine Months Ended September 30,						Percentage Change
			2004			2003			Percentage Change		2004			2003			Percentage Change
			(dollars in millions)								(dollars in millions)
Condensed income statement:
	Net interest income		$	324		$	324		–	%	$	1,004		$	959		5	%
	Provision for loan and lease losses			10			24		(59	)		34			86		(60	)
	Noninterest income			66			204		(67	)		256			421		(39	)
	Noninterest expense			160			142		13			458			406		12

	Income from continuing operations before income taxes			220			362		(39	)		768			888		(14	)
	Income taxes			75			130		(42	)		268			317		(16	)

	Income from continuing operations			145			232		(38	)		500			571		(12	)
	Income from discontinued operations, net of taxes			–			24		(100	)		–			65		(100	)

		Net income	$	145		$	256		(44	)	$	500		$	636		(21	)

Performance and other data:
	Efficiency ratio⁽¹⁾			33.45	%		21.39	%	56			29.25	%		23.13	%	26
	Average loans		$	38,829		$	35,318		10		$	38,120		$	34,728		10
	Average assets			43,745			44,017		(1	)		43,460			43,231		3
	Average deposits			7,811			6,131		27			6,922			5,163		34
	Employees at end of period⁽²⁾			3,270			5,594		(42	)		3,270			5,594		(42	)

⁽¹⁾: The efficiency ratio is defined as noninterest expense, excluding a cost of capital charge on goodwill, divided by total revenue (net interest income and noninterest income).
⁽²⁾: Includes 2,352 employees reported as part of discontinued operations as of the three and nine months ended September 30, 2003.

The decrease in the provision for loan and lease losses resulted from lower actual charge-offs and lower expected charge-off rates of commercial and multi-family loans, compared with 2003.

The decrease in noninterest income for the three and nine months ended September 30, 2004 was primarily due to transactions during the third quarter of 2003 that resulted in a gain of $70 million recognized from the sale of mortgage-backed securities and a nonrefundable fee of $55 million received as consideration for swapping approximately $3.3 billion of multi-family loans with Freddie Mac.

The increase in noninterest expense was mostly due to increased compensation and benefits, technology and occupancy and equipment expense and other expenses due to growth in Long Beach Mortgage, part of the Company's specialty mortgage finance program.

Corporate Support/Treasury and Other

			Three Months Ended September 30,								Nine Months Ended September 30,
			Three Months Ended September 30,						Percentage Change		Nine Months Ended September 30,						Percentage Change
			2004			2003			Percentage Change		2004			2003			Percentage Change
			(dollars in millions)								(dollars in millions)
Condensed income statement:
	Net interest income (expense)		$	(263	)	$	(183	)	43	%	$	(767	)	$	(261	)	194	%
	Noninterest income (expense)			(122	)		611		–			(158	)		548		–
	Noninterest expense			203			171		18			548			490		12

	Income (loss) from continuing operations before income taxes			(588	)		257		–			(1,473	)		(203	)	627
	Income taxes (benefit)			(221	)		95		–			(551	)		(75	)	634

	Income (loss) from continuing operations			(367	)		162		–			(922	)		(128	)	624
	Income from discontinued operations, net of taxes			–			–		–			399			–		–

		Net income (loss)	$	(367	)	$	162		–		$	(523	)	$	(128	)	310

Performance and other data:
	Average assets		$	25,452		$	39,108		(35	)	$	29,845		$	42,403		(30	)
	Average deposits			13,820			6,654		108			9,429			5,649		67
	Employees at end of period			5,469			5,978		(9	)		5,469			5,978		(9	)

The increase in net interest expense was primarily due to lower interest income from declining balances of available-for-sale securities.

The decrease in noninterest income was substantially due to gains realized on the sale of available-for-sale securities during the third quarter of 2003 and losses of $237 million that resulted from the termination of certain wholesale borrowings with associated pay-fixed interest rate swaps during the nine months ended September 30, 2004.

A significant portion of the increase in noninterest expense was due to severance and facility closures related to the Company's cost containment initiative. All such restructuring charges incurred from this initiative are charged to this unit.

The decrease in average assets was mostly due to the sales and paydowns of available-for-sale securities during the preceding twelve months.

Income from discontinued operations resulted from the sale of the Company's subsidiary, Washington Mutual Finance, in the first quarter of 2004.

Off-Balance Sheet Activities

Asset Securitization

We transform loans into securities, which are sold to investors – a process known as securitization. Securitization involves the sale of loans to a qualifying special-purpose entity ("QSPE"), typically a trust. The QSPE, in turn, issues securities, commonly called asset-backed securities, which are secured by future collections on the sold loans. The QSPE sells securities to investors, which entitle the investors to receive specified cash flows during the term of the security. The QSPE uses proceeds from the sale of these securities to pay the Company for the loans sold to the QSPE. These QSPEs are not consolidated within our financial statements since they satisfy the criteria established by Statement No. 140,Accounting for the Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. In general, these criteria require the QSPE to be legally isolated from the transferor (the Company), be limited to permitted activities, and have defined limits on the assets it can hold and the permitted sales, exchanges or distributions of its assets.

When we sell or securitize loans, we generally retain the right to service the loans and may retain senior, subordinated, residual, and other interests, all of which are considered retained interests in the sold or securitized assets. Retained interests may provide credit enhancement to the investors and, absent the violation of representations and warranties, generally represent the Company's maximum risk exposure associated with these transactions. Retained interests in securitizations were $1.79 billion at September 30, 2004, of which $1.74 billion have either a AAA credit rating or are agency insured. Additional information concerning securitization transactions is included in Note 7 to the Consolidated Financial Statements – "Mortgage Banking Activities" of the Company's 2003 Annual Report on Form 10-K/A.

Guarantees

The Company may incur liabilities under certain contractual agreements contingent upon the occurrence of certain events. A discussion of these contractual arrangements under which the Company may be held liable is included in Note 5 to the Consolidated Financial Statements – "Guarantees."

Asset Quality

Nonaccrual Loans, Foreclosed Assets and Restructured Loans

Loans are generally placed on nonaccrual status when they are 90 days or more past due. Additionally, loans in non-homogeneous portfolios are placed on nonaccrual status prior to becoming 90 days past due when payment in full of principal and interest is not expected. Management's classification of a loan as nonaccrual or restructured does not necessarily indicate that the principal or interest of the loan is uncollectible in whole or in part.

Nonaccrual loans and foreclosed assets ("nonperforming assets") and restructured loans from continuing operations consisted of the following:

							September 30, 2004			June 30, 2004			December 31, 2003
							(dollars in millions)
Nonperforming assets and restructured loans:
	Nonaccrual loans:
		Loans secured by real estate:
			Home				$	538		$	535		$	736
			Purchased specialty mortgage finance					608			585			597

					Total home nonaccrual loans			1,146			1,120			1,333
			Home equity loans and lines of credit					50			48			47
			Home construction:
				Builder⁽¹⁾				23			18			25
				Custom⁽²⁾				8			6			10
			Multi-family					23			20			19
			Other real estate					173			133			153

					Total nonaccrual loans secured by real estate			1,423			1,345			1,587
		Consumer						11			9			8
		Commercial business						37			42			31

					Total nonaccrual loans held in portfolio			1,471			1,396			1,626
	Foreclosed assets							281			286			311

					Total nonperforming assets		$	1,752		$	1,682		$	1,937
					As a percentage of total assets			0.61	%		0.60	%		0.70	%
	Restructured loans						$	38		$	79		$	111

						Total nonperforming assets and restructured loans	$	1,790		$	1,761		$	2,048

⁽¹⁾: Represents loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale.
⁽²⁾: Represents construction loans made directly to the intended occupant of a single-family residence.

The reduction in nonaccrual loans during the first nine months of 2004 was predominantly driven by declines in nonaccrual home loans. The Company continued its program of selling packages of nonperforming loans that it holds in portfolio, including $95 million of such nonperforming loans sold during the third quarter. Year-to-date, $341 million of nonperforming loans held in portfolio were sold which resulted in $17 million in related charge-offs. We will continue to periodically evaluate nonperforming loan sales as part of our ongoing portfolio management strategy.

Nonaccrual home equity loans and lines of credit increased $3 million during the first nine months of 2004, but as a percentage to total loans in this portfolio declined to 0.12% at September 30, 2004 from 0.17% at December 31, 2003. Other real estate nonaccrual loans increased $40 million during the quarter, primarily due to the addition of two large credits, and are up $20 million since year-end 2003.

Foreclosed assets totaled $281 million at September 30, 2004, compared with $286 million at June 30, 2004 and $311 million at December 31, 2003. The Company's foreclosed assets include residential and commercial real estate as well as a small amount of personal property. Driving the decline during the nine months just ended were the sales of several commercial foreclosed assets.

Nonaccrual loans held for sale, which are excluded from the nonaccrual balances presented above, were $84 million, $99 million and $66 million at September 30, 2004, June 30, 2004, and December 31, 2003.

90 or More Days Past Due

The amount of loans held in portfolio which were 90 or more days contractually past due and still accruing interest was $68 million at September 30, 2004, compared with $53 million at June 30, 2004, and $46 million at December 31, 2003. The majority of these loans are either VA- or FHA-insured with little or no risk of loss of principal or interest.

Provision and Allowance for Loan and Lease Losses

Changes in the allowance for loan and lease losses from continuing operations were as follows:

						Three Months Ended September 30,						Nine Months Ended September 30,
						2004			2003			2004			2003
						(dollars in millions)
Balance, beginning of period						$	1,293		$	1,530		$	1,250		$	1,503
Allowance for certain loan commitments/other							–			17			(3	)		15
Provision for loan and lease losses							56			76			172			244

							1,349			1,623			1,419			1,762
Loans charged off:
	Loans secured by real estate:
		Home					(6	)		(22	)		(30	)		(46	)
		Purchased specialty mortgage finance					(11	)		(9	)		(29	)		(29	)

				Total home loan charge-offs			(17	)		(31	)		(59	)		(75	)
		Home equity loans and lines of credit					(6	)		(4	)		(18	)		(11	)
		Home construction – builder⁽¹⁾					–			(1	)		–			(1	)
		Multi-family					–			(4	)		–			(5	)
		Other real estate					(1	)		(16	)		(10	)		(46	)

					Total loans secured by real estate		(24	)		(56	)		(87	)		(138	)
	Consumer						(11	)		(20	)		(36	)		(55	)
	Commercial business						(4	)		(19	)		(14	)		(64	)

			Total loans charged off				(39	)		(95	)		(137	)		(257	)
Recoveries of loans previously charged off:
	Loans secured by real estate:
		Home					–			7			–			9
		Purchased specialty mortgage finance					1			1			3			2

				Total home loan recoveries			1			8			3			11
		Home equity loans and lines of credit					–			–			1			–
		Multi-family					1			–			3			–
		Other real estate					2			6			8			13

					Total loans secured by real estate		4			14			15			24
	Consumer						5			5			15			11
	Commercial business						3			2			10			9

				Total recoveries of loans previously charged off			12			21			40			44

					Net charge-offs		(27	)		(74	)		(97	)		(213	)

Balance, end of period						$	1,322		$	1,549		$	1,322		$	1,549

Net charge-offs (annualized) as a percentage of average loans held in portfolio							0.05	%		0.19	%		0.07	%		0.19	%
Allowance as a percentage of total loans held in portfolio							0.64			0.97			0.64			0.97

⁽¹⁾: Represents loans to builders for the purpose of financing the acquisition, development and construction of single-family residences for sale.

Net charge-offs for the three and nine months ended September 30, 2004 decreased $47 million and $116 million, compared with the same periods during 2003. As an annualized percentage of average loans held in portfolio, net charge-offs were 0.05% and 0.07% for the three and nine months ended September 30, 2004, compared with 0.19% for both of the same periods in 2003.

With economic statistics in the fourth quarter of 2003 affirming the trend of a strengthening national economy accompanied by a significant reduction in the Company's nonperforming loan balances and the disposition of a higher risk loan portfolio, management determined that a reduction in the overall size of the allowance was appropriate. Accordingly, a $202 million reversal of the allowance for loan and lease losses was recorded during the fourth quarter, which had the effect of reducing the allowance as a percentage of total loans held in portfolio to 0.71% at year-end 2003.

During the first nine months of 2004, the Company recorded a provision of $172 million which exceeded net charge-offs by $75 million in support of this year's loan portfolio growth. The resulting allowance as a percentage of total loans held in portfolio at September 30, 2004 was 0.64%, compared with 0.66% at June 30, 2004 and 0.71% at December 31, 2003.

The allowance for loan and lease losses represents management's estimate of credit losses inherent in the Company's loan and lease portfolios as of the balance sheet date. The estimation of the allowance is based on a variety of factors, including past loan loss experience, adverse situations that have occurred but are not yet known that may affect the borrower's ability to repay, the estimated value of underlying collateral and general economic conditions. The Company's methodology for assessing the adequacy of the allowance includes the evaluation of three distinct elements: the formula allowance, the specific allowance (which includes the allowance for loans deemed to be impaired by Statement No. 114,Accounting by Creditors for Impairment of a Loan) and the unallocated allowance. The formula allowance and the specific allowance collectively represent the portion of the allowance for loan and lease losses that are allocated to the various loan portfolios.

Refer to Note 1 to the Consolidated Financial Statements – "Summary of Significant Accounting Policies" in our 2003 Annual Report on Form 10-K/A for further discussion of the Allowance for Loan and Lease Losses.

Liquidity

The objective of liquidity management is to ensure the Company has the continuing ability to maintain cash flows that are adequate to fund operations and meet obligations and other commitments on a timely and cost-effective basis. The Company establishes liquidity guidelines for the parent holding company, Washington Mutual, Inc., as well as for its principal operating subsidiaries.

Washington Mutual, Inc.

Liquidity for Washington Mutual, Inc. is generated through its ability to raise funds through dividends from subsidiaries and in various capital markets such as unsecured debt, commercial paper and lines of credit.

Washington Mutual, Inc.'s primary funding source during 2003 was from dividends paid by our banking subsidiaries. Washington Mutual, Inc. also received dividends from subsidiaries during the third quarter of 2004 and expects to continue to receive dividends in the future. Banking subsidiaries dividends may be reduced from time to time to ensure that internal capital targets are met. Various regulatory requirements related to capital adequacy and retained earnings also limit the amount of dividends that can be paid by our banking subsidiaries. For more information on dividend restrictions applicable to our banking subsidiaries, refer to the Company's 2003 Annual Report on Form 10-K/A, "Business – Regulation and Supervision" and Note 19 to the Consolidated Financial Statements – "Regulatory Capital Requirements and Dividend Restrictions."

During 2003, Washington Mutual, Inc. filed two shelf registration statements with the Securities and Exchange Commission, registering a total of $7 billion of debt securities, preferred stock and depositary shares in the United States and in international capital markets. In 2003, the Company issued $1.65 billion of fixed- and adjustable-rate senior debt securities. In March 2004, the Company issued $750 million of fixed-rate subordinated debt securities. At September 30, 2004, the Company had $4.60 billion available for issuance.

Washington Mutual, Inc. also has a commercial paper program and a revolving credit facility that are sources of liquidity. The commercial paper program provides for up to $500 million in funds. The revolving credit facility totaling $800 million provides credit support for Washington Mutual, Inc.'s commercial paper program as well as funds for general corporate purposes. At September 30, 2004, Washington Mutual, Inc. had no commercial paper outstanding and the entire amount of the revolving credit facility was available.

Banking Subsidiaries

The principal sources of liquidity for our banking subsidiaries are customer deposits, wholesale borrowings, the maturity and repayment of portfolio loans, securities held in our available-for-sale portfolio and mortgage loans designated as held for sale. Among these sources, transaction deposits and wholesale borrowings from FHLB advances and repurchase agreements continue to provide the Company with a significant source of stable funding. During the nine months ended September 30, 2004, those sources funded 73% of average total assets. Our continuing ability to retain our transaction deposit base and to attract new deposits depends on various factors, such as customer service satisfaction levels and the competitiveness of interest rates offered on our deposit products. We expect to continue to have the necessary assets available to pledge as collateral to obtain FHLB advances and repurchase agreements to offset any potential declines in deposit balances.

In the nine months ended September 30, 2004, the Company's proceeds from the sales of loans held for sale were approximately $101 billion. These proceeds were, in turn, used as the primary funding source for the origination and purchases, net of principal payments, of approximately $112 billion of loans held for sale during the same period. Typically, a cyclical pattern of sales and originations/purchases repeats itself during the course of a period and the amount of funding necessary to sustain our mortgage banking operations does not significantly affect the Company's overall level of liquidity resources. In the nine months ended September 30, 2004, originations/purchases of loans held for sale, net of principal payments, exceeded the proceeds from the sale of loans held for sale by approximately $11 billion.

To supplement our funding sources, our banking subsidiaries also raise funds in domestic and international capital markets. In August 2003, the Company established a $20 billion Global Bank Note Program for Washington Mutual Bank, FA ("WMBFA") and Washington Mutual Bank ("WMB") to issue senior and subordinated notes in the United States and in international capital markets in a variety of currencies and structures. Under this program, WMBFA is allowed to issue up to $15 billion in notes, of which $5 billion can be issued as subordinated notes subject to regulatory approval. WMB is allowed to issue up to $5 billion in senior notes. The maximum aggregate principal amount of notes with maturities greater than 270 days from the date of issue offered by WMBFA may not exceed $7.5 billion. As part of this program, WMBFA issued $750 million of 10 year fixed-rate subordinated notes in August of 2004 and an additional $250 million with identical terms in September 2004. On November 4, 2004, WMBFA sold an additional $1 billion of 10 year fixed-rate subordinated notes and $500 million of 10 year floating rate subordinated notes. The terms of these sales are expected to close on November 12, 2004. After these issuances, these two banking subsidiaries had a combined total of $17.50 billion available under this program.

Non-banking Subsidiaries

Long Beach Mortgage has revolving credit facilities with non-affiliated lenders totaling $2.5 billion that are used to fund loans held for sale. At September 30, 2004, Long Beach Mortgage had borrowings outstanding of $500 million under these credit facilities.

Capital Adequacy

The regulatory capital ratios of WMBFA, WMB and Washington Mutual Bank fsb ("WMBfsb") and the minimum regulatory ratios to be categorized as well-capitalized were as follows:

	September 30, 2004
	September 30, 2004						Well-Capitalized Minimum
	WMBFA		WMB		WMBfsb		Well-Capitalized Minimum
Tier 1 capital to adjusted total assets (leverage)	5.85	%	6.58	%	96.51	%	5.00	%
Adjusted tier 1 capital to total risk-weighted assets	8.24		9.61		487.33		6.00
Total risk-based capital to total risk-weighted assets	10.94		11.79		487.42		10.00

Our federal savings bank subsidiaries, WMBFA and WMBfsb, are also required by Office of Thrift Supervision regulations to maintain tangible capital of at least 1.50% of assets. WMBFA and WMBfsb both satisfied this requirement at September 30, 2004.

Our broker-dealer subsidiaries are also subject to capital requirements. At September 30, 2004, both of our broker-dealer subsidiaries were in compliance with their applicable capital requirements.

On February 1, 2004, WMBfsb became a subsidiary of WMBFA. This reorganization was followed by the contribution of $23.27 billion of mortgage-backed and investment securities by WMBFA to WMBfsb on March 1, 2004. Due to the low risk weights assigned to these securities under the federal banking agency regulatory capital guidelines, their contribution to WMBfsb's capital base substantially increased that entity's risk-based capital ratios.

Market Risk Management

Market risk is defined as the sensitivity of income, fair market values and capital to changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates or prices. The primary market risk to which we are exposed is interest rate risk. Substantially all of our interest rate risk arises from instruments, positions and transactions entered into for purposes other than trading. These include loans, MSR, securities, deposits, borrowings, long-term debt and derivative financial instruments.

We manage interest rate risk within a consolidated enterprise risk management framework that includes the measurement and management of specific portfolios (MSR and Other Mortgage Banking) discussed below. The principal objective of asset/liability management is to manage the sensitivity of net income to changing interest rates. Asset/liability management is governed by a policy reviewed and approved annually by our Board. The Board has delegated the oversight of the administration of this policy to the Finance Committee of the Board.

MSR Risk Management

We manage potential impairment in the fair value of MSR and increased amortization levels of MSR through a comprehensive risk management program. Our intent is to offset the changes in fair value and amortization levels of MSR with changes in the fair value of risk management instruments. The risk management instruments include interest rate contracts, forward purchase commitments and available-for-sale securities. The available-for-sale securities generally consist of fixed-rate debt securities, such as U.S. Government and agency obligations and mortgage-backed securities, including principal-only strips. The interest rate contracts typically consist of interest rate swaps, interest rate swaptions and interest rate floors. We also enter into forward commitments to purchase mortgage-backed securities which generally are agreements to purchase 15- and 30-year fixed-rate mortgage-backed securities. From time to time, we may choose to embed interest rate contracts into our borrowing instruments, such as repurchase agreements.

The fair value of MSR is primarily affected by changes in prepayments that result from shifts in mortgage rates. Changes in the value of MSR risk management instruments due to changes in interest

rates vary based on the specific instrument. For example, changes in the fair value of interest rate swaps are driven by shifts in interest rate swap rates and the fair value of U.S. Treasury securities is based on changes in U.S. Treasury rates. Mortgage rates may move more or less than the rates on Treasury bonds or interest rate swaps. This could result in a change in the fair value of the MSR that differs from the change in fair value of the MSR risk management instruments. This difference in market indices between the MSR and the risk management instruments results in what is referred to as basis risk.

During the third quarter, the Company adopted an MSR risk management approach that reduces its exposure to basis risk. As a result, the amount of mortgage based risk management products, such as forward commitments to purchase and sell mortgage-backed securities, was increased, while the amount of LIBOR based products, such as interest rate swap contracts, was diminished. Due to the inherent optionality in mortgage-based products, additional derivatives were also purchased to mitigate the optionality risk created by these products. This change in approach resulted in a significant increase in the total notional balance of derivative contracts that are designated as MSR risk management instruments.

The fair value of MSR decreases and the amortization rate increases in a declining interest rate environment due to the higher prepayment activity, resulting in the potential for loss of value and a reduction in net loan servicing income. During periods of rising interest rates, the amortization rate of MSR decreases and the fair value of MSR increases. The timing and amount of any potential MSR valuation adjustment cannot be predicted with precision because of its dependency on the timing and magnitude of future interest rate changes.

We manage the MSR daily and adjust the mix of instruments used to manage MSR fair value changes as interest rates and market conditions warrant. The objective is to maintain an efficient and fairly liquid mix as well as a diverse portfolio of risk management instruments with maturity ranges that correspond well to the anticipated behavior of the MSR. For that portion of the MSR which qualifies for hedge accounting treatment, all changes in fair value of the MSR, even when the fair value is higher than amortized cost, will be recorded through earnings. MSR which do not qualify for hedge accounting treatment must be accounted for at the lower of aggregate cost or market value. We also manage the size of the MSR asset. Depending on market conditions and our desire to expand customer relationships, we may periodically sell or purchase additional servicing. We also may structure loan sales to control the size of the MSR asset created by any particular transaction.

We believe this overall risk management strategy is the most efficient approach to managing MSR fair value risk. The success of this strategy, however, is dependent on management's judgments regarding the amount, type and mix of MSR risk management instruments that we select to manage the changes in fair value of our mortgage servicing asset. If this strategy is not successful, our net income could be adversely affected.

Other Mortgage Banking Risk Management

We also manage the risks associated with our home loan mortgage warehouse and pipeline. The mortgage warehouse consists of funded loans, which are primarily fixed-rate home mortgages intended for sale in the secondary market. The pipeline consists of commitments to originate or purchase fixed-rate and, to a lesser degree, adjustable-rate home loans to be sold in the secondary market. The risk associated with the mortgage pipeline and warehouse is the potential for change in interest rates between the time the customer locks in the rate on the loan and the time the loan is sold.

We measure the risk profile of the mortgage warehouse and pipeline daily. As needed, to manage the warehouse and pipeline risk, we execute forward sales commitments, interest rate contracts, mortgage option contracts and interest rate futures. A forward sales commitment protects us in a rising interest rate environment, since the sales price and delivery date are already established. A forward sales commitment is different, however, from an option contract in that we are obligated to deliver the loan to the third party on the agreed-upon future date. We also estimate the fallout factor, which represents the percentage of

loans that are not expected to be funded, when determining the appropriate amount of our pipeline and warehouse risk management instruments.

Asset/Liability Risk Management

The purpose of asset/liability risk management is to assess the aggregate risk profile of the consolidated Company. Asset/liability risk analysis combines the MSR and Other Mortgage Banking activities with substantially all of the other remaining interest rate risk positions inherent in the Company's operations.

To analyze net income sensitivity, management projects net income in a variety of interest rate scenarios, assuming both parallel and non-parallel shifts in the yield curve. These scenarios also capture the net interest income sensitivity due to changes in the slope of the yield curve and changes in the spread between Treasury and LIBOR rates. Additionally, management measures the sensitivity of asset and liability fair value changes to changes in interest rates to analyze risk exposure over longer periods of time.

The projection of the sensitivity of net income requires numerous assumptions. Prepayment speeds, decay rates (the estimated runoff of deposit accounts that do not have a stated maturity) and loan and deposit volume and mix projections are the most significant assumptions. Prepayments affect the size of the balance sheet, which impacts net interest income, and is also a major factor in the valuation of MSR. The decay rate assumptions also impact net interest income by altering the expected deposit mix and rates in various interest rate environments. The prepayment and decay rate assumptions reflect management's best estimate of future behavior. These assumptions are derived from internal and external analysis of customer behavior.

The slope of the yield curve, current interest rate conditions and the speed of changes in interest rates all affect our sensitivity to changes in interest rates. Our interest-bearing deposits and borrowings typically reprice faster than our adjustable-rate assets. An additional lag effect is inherent in our adjustable-rate loans and mortgage-backed securities indexed to the 12-month average of the annual yields on actively traded U.S. Treasury securities adjusted to a constant maturity of one year and those indexed to the 11th District FHLB monthly weighted average cost of funds index.

The sensitivity of new loan volume and mix to changes in market interest rate levels is also projected. We generally assume a reduction in total loan production in rising interest rate scenarios with a shift towards a greater proportion of adjustable-rate production, which we generally hold in our loan portfolio. The gain from mortgage loans also varies under different interest rate scenarios. Normally, the gain from mortgage loans increases in falling interest rate environments primarily from high fixed-rate mortgage refinancing activity. Conversely, the gain from mortgage loans may decline when interest rates increase if we choose to retain more loans in the portfolio.

In periods of rising interest rates, the net interest margin normally contracts since the repricing period of liabilities is shorter than the repricing period of assets. The net interest margin generally expands in periods of falling interest rates as borrowing costs reprice downward faster than asset yields.

To manage interest rate sensitivity, management first utilizes the interest rate risk characteristics of our balance sheet assets and liabilities to offset each other as much as possible. Balance sheet products have a variety of risk profiles and sensitivities. Some of the components of our interest rate risk are countercyclical. We may adjust the amount or mix of risk management instruments based on the countercyclical behavior of our balance sheet products.

When the countercyclical behavior inherent in portions of our balance sheet does not result in an acceptable risk profile, management utilizes investment securities and interest rate contracts to mitigate this situation. The interest rate contracts used for this purpose are classified as asset/liability risk management instruments. These contracts are often used to modify the repricing period of our interest-bearing funding sources with the intention of reducing the volatility of net interest income. The types of

contracts used for this purpose consist of interest rate swaps, interest rate corridors, interest rate swaptions and certain derivatives that are embedded in borrowings. We also use receive-fixed swaps as part of our asset/liability risk management strategy to help us modify the repricing characteristics of certain long-term liabilities to match those of our assets. Typically, these are swaps of long-term fixed-rate debt to a short-term adjustable rate which more closely resembles our asset repricing characteristics.

October 1, 2004 and January 1, 2004 Sensitivity Comparison

The table below indicates the sensitivity of net interest income and net income to interest rate movements in market risk sensitive instruments. The base case used for this sensitivity analysis is derived from our most recent earnings plan for the respective twelve month periods as of the date the analysis was performed. The comparative results assume parallel shifts in the yield curve with interest rates rising 200 basis points in even quarterly increments over the twelve-month periods ending September 30, 2005 and December 31, 2004 and interest rates decreasing by 50 basis points in even quarterly increments over the first six months of the twelve-month periods. The projected interest rate sensitivities of net interest income and net income shown below may differ significantly from actual results, particularly with respect to non-parallel shifts in the yield curve or changes in the spreads between mortgage, Treasury and LIBOR rates.

		Gradual Change in Rates
		-50 basis points		+200 basis points
Net interest income change for the one-year period beginning:
	October 1, 2004	1.56	%	(0.96	)%
	January 1, 2004	3.01		(2.57	)
Net income change for the one-year period beginning:
	October 1, 2004	(0.95	)	(0.53	)
	January 1, 2004	(0.34	)	(1.23	)

The change in net income sensitivity was mainly due to the decreased sensitivity of net interest income. The reduced volatility of net interest income was due to the sale of fixed-rate bonds during the first nine months of the year combined with increases in adjustable-rate loans held in portfolio and fixed-rate FHLB advances.

These sensitivity analyses are limited in that they were performed at a particular point in time; are subject to the accuracy of various assumptions used, including prepayment forecasts and discount rates; and do not incorporate other factors that would impact the Company's overall financial performance in such scenarios, most significantly the impact of changes in gain from mortgage loans, that result from changes in interest rates. Before the second quarter of 2004, the gain from mortgage loans varied based on an assumed level of salable loan volume. Accordingly, the results of the January 1, 2004 net income simulation have been restated to conform to this change in methodology. In addition, not all of the changes in fair value may impact current period earnings. For example, the portion of the MSR that does not qualify for fair value hedge accounting treatment may increase in value, but the amount of the increase that is recorded in current period earnings may be limited to the recovery of the impairment reserve within each stratum. These analyses also assume that the general composition of MSR hedging and risk management instruments remain fairly constant and that mortgage and interest rate swap spreads remain constant in all interest rate environments. These assumptions may not be realized. For example, changes in spreads between interest rate indices could result in significant changes in projected net income sensitivity. Projected net income may increase if market rates on interest rate swaps decrease by more than the decrease in mortgage rates, while the projected net income may decline if the rates on swaps increase by more than mortgage rates. For all of these reasons, the preceding sensitivity estimates should not be viewed as an earnings forecast.

Maturity and Repricing Information

We use interest rate risk management contracts and available-for-sale securities as tools to manage our interest rate risk profile. The following tables summarize the key contractual terms associated with these contracts and available-for-sale securities. Interest rate risk management contracts that are embedded within certain adjustable- and fixed-rate borrowings, while not accounted for as derivatives under Statement No. 133, have been included in the tables since they also function as interest rate risk management tools. Substantially all of the interest rate swaps, interest rate swaptions and embedded derivatives at September 30, 2004 are indexed to three-month LIBOR.

The following estimated net fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies:

					September 30, 2004
					Maturity Range
					Net Fair Value			Total Notional Amount			2004			2005			2006			2007			2008			After 2008
					(dollars in millions)
Interest Rate Risk Management Contracts:
	Asset/Liability Risk Management
		Pay-fixed swaps:			$	(191	)
			Contractual maturity					$	9,892		$	1,270		$	2,717		$	2,267		$	2,980			–		$	658
			Weighted average pay rate						4.04	%		3.50	%		3.50	%		3.69	%		4.90	%		–			4.62	%
			Weighted average receive rate						1.76	%		1.79	%		1.81	%		1.74	%		1.72	%		–			1.80	%
		Receive-fixed swaps:				324
			Contractual maturity					$	8,330			–		$	80		$	1,000		$	950		$	850		$	5,450
			Weighted average pay rate						2.28	%		–			0.01	%		1.71	%		4.77	%		1.98	%		2.03	%
			Weighted average receive rate						5.50	%		–			5.41	%		6.81	%		5.74	%		3.99	%		5.45	%
		Interest rate corridors:				–
			Contractual maturity					$	66		$	13		$	53			–			–			–			–
			Weighted average strike rate – long cap						6.37	%		8.15	%		5.94	%		–			–			–			–
			Weighted average strike rate – short cap						7.84	%		9.50	%		7.44	%		–			–			–			–
		Embedded caps:				–
			Contractual maturity					$	500		$	500			–			–			–			–			–
			Weighted average strike rate						7.75	%		7.75	%		–			–			–			–			–

				Total asset/liability risk management	$	133		$	18,788

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					September 30, 2004
					Maturity Range
					Net Fair Value			Total Notional Amount			2004		2005			2006			2007			2008		After 2008
					(dollars in millions)
Interest Rate Risk Management Contracts:
	Other Mortgage Banking Risk Management
		Forward purchase commitments:			$	4
			Contractual maturity					$	4,072		$	4,072		–			–			–			–		–
			Weighted average price						101.60			101.60		–			–			–			–		–
		Forward sales commitments:				(77	)
			Contractual maturity					$	13,176		$	13,176		–			–			–			–		–
			Weighted average price						101.52			101.52		–			–			–			–		–
		Mortgage put options:				3
			Contractual maturity					$	800		$	800		–			–			–			–		–
			Weighted average strike price						100.17			100.17		–			–			–			–		–
		Interest rate futures:				–
			Contractual maturity					$	11,471		$	426	$	2,607		$	3,111		$	4,652		$	363	$	312
			Weighted average price						96.20			97.84		97.09			96.28			95.79			95.33		95.04
		Pay-fixed swaps:				(6	)
			Contractual maturity					$	250			–		–			–			–			–	$	250
			Weighted average pay rate						4.85	%		–		–			–			–			–		4.85	%
			Weighted average receive rate						1.81	%		–		–			–			–			–		1.81	%
		Receive-fixed swaps:				16
			Contractual maturity					$	1,235			–		–		$	300		$	400			–	$	535
			Weighted average pay rate						1.77	%		–		–			1.58	%		1.91	%		–		1.78	%
			Weighted average receive rate						3.78	%		–		–			2.19	%		3.37	%		–		4.97	%
		Payor swaptions:				5
			Contractual maturity (option)					$	6,280			–	$	6,280			–			–			–		–
			Weighted average strike rate						6.37	%		–		6.37	%		–			–			–		–
			Contractual maturity (swap)						–			–		–			–			–			–	$	6,280
			Weighted average pay rate						–			–		–			–			–			–		6.37	%

				Total other mortgage banking risk management	$	(55	)	$	37,284

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						September 30, 2004
						Maturity Range
						Net Fair Value			Total Notional Amount			2004			2005			2006			2007			2008			After 2008
						(dollars in millions)
Interest Rate Risk Management Contracts:
	MSR Risk Management
		Pay-fixed swaps:					21
			Contractual maturity						$	23,135			–		$	7,250		$	9,000		$	4,600			–		$	2,285
			Weighted average pay rate							2.88	%		–			2.37	%		2.84	%		3.22	%		–			4.00	%
			Weighted average receive rate							1.90	%		–			1.93	%		1.90	%		1.90	%		–			1.82	%
		Receive-fixed swaps:					341
			Contractual maturity						$	18,755			–		$	950		$	2,500		$	1,550		$	1,010		$	12,745
			Weighted average pay rate							1.83	%		–			1.77	%		2.03	%		1.98	%		1.69	%		1.79	%
			Weighted average receive rate							4.30	%		–			2.27	%		3.21	%		3.35	%		3.76	%		4.82	%
		Constant maturity mortgage swaps:					1
			Contractual maturity						$	100			–			–			–			–		$	100			–
			Weighted average pay rate							5.21	%		–			–			–			–			5.21	%		–
			Weighted average receive rate							5.30	%		–			–			–			–			5.30	%		–
		Payor swaptions:					209
			Contractual maturity (option)						$	56,050		$	10,300		$	38,550		$	7,200			–			–			–
			Weighted average strike rate							5.85	%		5.93	%		5.67	%		6.71	%		–			–			–
			Contractual maturity (swap)							–			–			–			–		$	2,950		$	1,550		$	51,550
			Weighted average pay rate							–			–			–			–			4.10			4.54			5.99	%
		Receive-fixed swaptions:					31
			Contractual maturity (option)						$	1,775			–		$	1,775			–			–			–			–
			Weighted average strike rate							4.43	%		–			4.43	%		–			–			–			–
			Contractual maturity (swap)							–			–			–			–			–			–		$	1,775
			Weighted average strike rate							–			–			–			–			–			–			4.43	%
		Written receive-fixed swaptions:					(11	)
			Contractual maturity (option)						$	4,000			–		$	4,000			–			–			–			–
			Weighted average strike rate							3.22	%		–			3.22	%		–			–			–			–
			Contractual maturity (swap)							–			–			–			–		$	1,000			–		$	3,000
			Weighted average strike rate							–			–			–			–			2.77	%		–			3.37	%
		Forward purchase commitments:					214
			Contractual maturity						$	48,406		$	45,406		$	3,000			–			–			–			–
			Weighted average price							98.68			98.71			98.23			–			–			–			–
		Forward sales commitments:					22
			Contractual maturity						$	8,576		$	8,576			–			–			–			–			–
			Weighted average price							100.26			100.26			–			–			–			–			–

				Total MSR risk management		$	828		$	160,797

					Total interest rate risk management contracts	$	906		$	216,869

				September 30, 2004
				Amortized Cost		Net Unrealized Gain (Loss)		Fair Value
				(in millions)
MSR Risk Management:
	Available-For-Sale Securities:
		Mortgage-backed securities – U.S. Government and agency⁽¹⁾		$	614	$	5	$	619
	Trading Securities:
		Principal-only mortgage-backed securities			–		–		1,459

			Total MSR risk management securities					$	2,078

⁽¹⁾: Mortgage-backed securities mature after 2008.

					December 31, 2003
					Maturity Range
					Net Fair Value			Total Notional Amount			2004			2005			2006			2007			2008			After 2008
					(dollars in millions)
Interest Rate Risk Management Contracts:
	Asset/Liability Risk Management
		Pay-fixed swaps:			$	(748	)
			Contractual maturity					$	21,894		$	9,083		$	3,288		$	4,745		$	3,700		$	553		$	525
			Weighted average pay rate						4.30	%		3.97	%		4.13	%		4.38	%		5.02	%		5.00	%		4.66	%
			Weighted average receive rate						1.18	%		1.17	%		1.16	%		1.22	%		1.17	%		1.15	%		1.17	%
		Receive-fixed swaps:				401
			Contractual maturity					$	6,440		$	200		$	180		$	1,000		$	750		$	750		$	3,560
			Weighted average pay rate						1.41	%		1.38	%		0.29	%		1.18	%		3.43	%		1.15	%		1.16	%
			Weighted average receive rate						5.44	%		6.75	%		5.35	%		6.81	%		4.91	%		3.71	%		5.47	%
		Interest rate corridors:				–
			Contractual maturity					$	254		$	191		$	63			–			–			–			–
			Weighted average strike rate – long cap						7.60	%		8.14	%		5.94	%		–			–			–			–
			Weighted average strike rate – short cap						8.98	%		9.48	%		7.44	%		–			–			–			–
		Payor swaptions⁽¹⁾:				1
			Contractual maturity (option)					$	41			–		$	41			–			–			–			–
			Weighted average strike rate						5.89	%		–			5.89	%		–			–			–			–
			Contractual maturity (swap)						–			–			–			–			–			–		$	41
			Weighted average pay rate						–			–			–			–			–			–			5.89	%
		Embedded pay-fixed swaps:				(99	)
			Contractual maturity					$	2,500			–			–			–		$	2,500			–			–
			Weighted average pay rate						4.09	%		–			–			–			4.09	%		–			–
			Weighted average receive rate						1.16	%		–			–			–			1.16	%		–			–
		Embedded caps:				–
			Contractual maturity					$	500		$	500			–			–			–			–			–
			Weighted average strike rate						7.75	%		7.75	%		–			–			–			–			–
		Embedded payor swaptions⁽¹⁾:				–
			Contractual maturity (option)					$	500		$	500			–			–			–			–			–
			Weighted average strike rate						6.21	%		6.21	%		–			–			–			–			–
			Contractual maturity (swap)						–			–			–			–			–			–		$	500
			Weighted average pay rate						–			–			–			–			–			–			6.21	%

				Total asset/liability risk management	$	(445	)	$	32,129

⁽¹⁾: Interest rate swaptions are only exercisable upon maturity.

(This table is continued on the next page.)

(Continued from the previous page.)

					December 31, 2003
					Maturity Range
					Net Fair Value			Total Notional Amount			2004			2005			2006		2007		2008			After 2008
					(dollars in millions)
Interest Rate Risk Management Contracts:
	Other Mortgage Banking Risk Management
		Forward purchase commitments:			$	15
			Contractual maturity					$	5,556		$	5,556			–			–		–		–			–
			Weighted average price						100.88			100.88			–			–		–		–			–
		Forward sales commitments:				(122	)
			Contractual maturity					$	16,795		$	16,795			–			–		–		–			–
			Weighted average price						101.08			101.08			–			–		–		–			–
		Interest rate futures:				–
			Contractual maturity					$	12,874		$	1,851		$	1,542		$	2,255	$	2,002	$	5,224			–
			Weighted average price						96.17			98.34			96.79			95.64		94.81		94.40			–
		Mortgage put options:				–
			Contractual maturity					$	100		$	100			–			–		–		–			–
			Weighted average strike price						99.07			99.07			–			–		–		–			–
		Receive-fixed swaps:				44
			Contractual maturity					$	1,950			–			–			–		–	$	250		$	1,700
			Weighted average pay rate						1.17	%		–			–			–		–		1.17	%		1.17	%
			Weighted average receive rate						4.79	%		–			–			–		–		3.90	%		4.92	%
		Floors⁽²⁾:				1
			Contractual maturity					$	250			–		$	250			–		–		–			–
			Weighted average strike price						1.56	%		–			1.56	%		–		–		–			–
		Payor swaptions:				52
			Contractual maturity (option)					$	3,195		$	1,050		$	2,145			–		–		–			–
			Weighted average strike rate						6.48	%		5.94	%		6.74	%		–		–		–			–
			Contractual maturity (swap)						–			–			–			–		–		–		$	3,195
			Weighted average pay rate						–			–			–			–		–		–			6.48	%
		Receiver swaptions:				8
			Contractual maturity (option)					$	300		$	300			–			–		–		–			–
			Weighted average strike rate						4.84	%		4.84	%		–			–		–		–			–
			Contractual maturity (swap)						–			–			–			–		–		–		$	300
			Weighted average receive rate						–			–			–			–		–		–			4.84	%

				Total other mortgage banking risk management	$	(2	)	$	41,020

⁽²⁾: These floors became effective during December 2003.

(This table is continued on the next page.)

(Continued from the previous page.)

						December 31, 2003
						Maturity Range
						Net Fair Value		Total Notional Amount			2004			2005			2006			2007			2008			After 2008
						(dollars in millions)
Interest Rate Risk Management Contracts:
	MSR Risk Management
		Receive-fixed swaps:				$	201
			Contractual maturity					$	30,588		$	243		$	10,500		$	500		$	1,800		$	4,135		$	13,410
			Weighted average pay rate						1.33	%		1.16	%		1.35	%		1.66	%		2.77	%		1.17	%		1.17	%
			Weighted average receive rate						3.78	%		5.34	%		2.19	%		4.18	%		4.27	%		3.76	%		4.93	%
		Constant maturity mortgage swaps:					1
			Contractual maturity					$	100			–			–			–			–		$	100			–
			Weighted average pay rate						5.24	%		–			–			–			–			5.24	%		–
			Weighted average receive rate						5.41	%		–			–			–			–			5.41	%		–
		Payor swaptions:					226
			Contractual maturity (option)					$	13,800		$	2,800		$	6,000		$	5,000			–			–			–
			Weighted average strike rate						7.12	%		6.66	%		7.32	%		7.14	%		–			–			–
			Contractual maturity (swap)						–			–			–			–			–			–		$	13,800
			Weighted average pay rate						–			–			–			–			–			–			7.12	%
		Forward purchase commitments:					241
			Contractual maturity					$	22,435		$	22,435			–			–			–			–			–
			Weighted average price						98.47			98.47			–			–			–			–			–
		Forward sales commitments:					–
			Contractual maturity					$	1,500		$	1,500			–			–			–			–			–
			Weighted average price						98.96			98.96			–			–			–			–			–

				Total MSR risk management		$	669	$	68,423

					Total interest rate risk management contracts	$	222	$	141,572

					December 31, 2003
					Amortized Cost		Net Unrealized Gain (Loss)			Fair Value
					(in millions)
MSR Risk Management:
	Available-For-Sale Securities:
		Mortgage-backed securities⁽¹⁾:
			U.S. Government and agency		$	486	$	(14	)	$	472
		Investment securities⁽¹⁾:
			U.S. Government and agency			6,275		(156	)		6,119

				Total MSR risk management securities						$	6,591

⁽¹⁾: Mortgage-backed securities and investment securities mature after 2008.

Derivative Counterparty Credit Risk

Derivative financial instruments expose the Company to credit risk in the event of nonperformance by counterparties to such agreements. This risk consists primarily of the termination value of agreements where the Company is in a favorable position. Credit risk related to derivative financial instruments is considered and provided for separately from the allowance for loan and lease losses. The Company manages the credit risk associated with its various derivative agreements through counterparty credit review, counterparty exposure limits and monitoring procedures. With the exception of forward purchase and sales commitments, the Company obtains collateral from the counterparties for amounts in excess of the exposure limits and monitors its exposure and collateral requirements on a daily basis. The fair value of collateral received from a counterparty is continually monitored and the Company may request additional collateral from counterparties or return collateral pledged as deemed appropriate. The Company's agreements generally include master netting agreements whereby the counterparties are entitled to settle their positions "net." At September 30, 2004 and December 31, 2003, the gross positive fair value of the Company's derivative financial instruments was $1.33 billion and $1.34 billion. The Company's master netting agreements at September 30, 2004 and December 31, 2003 reduced the Company's derivative counterparty credit risk by $360 million and $646 million. The Company's collateral against derivative financial instruments was $635 million and $323 million at September 30, 2004 and December 31, 2003. Accordingly, the Company's credit risk related to derivative financial instruments at September 30, 2004 and December 31, 2003 was $338 million and $375 million.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

During the second quarter of 2004, three plaintiffs filed lawsuits alleging violations of Section 19(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), Rule 10b-5 thereunder and Section 20(a) of the Exchange Act. Each plaintiff purported to represent a class of purchasers of Washington Mutual, Inc., securities from April 15, 2003 through June 28, 2004. The complaints alleged that in various public statements the defendants made misrepresentations, and failed to disclose material facts, concerning the Company's business, business model and future revenue potential. Each complaint sought compensatory damages, fees, costs, expenses and other equitable and/or injunctive relief.

During the third quarter of 2004, three more lawsuits were filed on behalf of the same class of purchasers as alleged in the original complaints. The new complaints contained allegations that were substantially similar to those pleaded in the original cases. Subsequently, the parties submitted a stipulated Order to the Court through which all six cases will be consolidated into a single action; lead plaintiffs and lead plaintiffs' counsel will be appointed; and a schedule will be set for the filing of an amended consolidated complaint and the Company's response. The Court has not yet taken action on that stipulation.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The table below represents share repurchases made by the Company for the quarter ended September 30, 2004. Management may engage in future share repurchases as liquidity conditions permit and market conditions warrant.

Issuer Purchases of Equity Securities	(a) Total Number of Shares (or Units) Purchased⁽¹⁾	(b) Average Price Paid per Share (or Unit)	(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs⁽²⁾	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 1, 2004 to July 31, 2004	–	–	–	43,465,506
August 1, 2004 to August 31, 2004	–	–	–	43,465,506
September 1, 2004 to September 30, 2004	–	–	–	43,465,506
Total	–	–	–	43,465,506

⁽¹⁾: In addition to shares repurchased pursuant to our publicly announced repurchase program, this column includes shares acquired under equity compensation arrangements with the Company's employees and directors.
⁽²⁾: Effective July 15, 2003, the Company adopted a share repurchase program approved by the Board of Directors. Under the program, the Company is authorized to repurchase up to 100 million shares of its common stock, as conditions warrant. As of June 30, 2004, the Company had repurchased 56,534,494 shares.

For a discussion regarding working capital requirements and dividend restrictions applicable to our banking subsidiaries, refer to the Company's 2003 Annual Report on Form 10-K/A, "Business – Regulation and Supervision" and Note 19 to the Consolidated Financial Statements – "Regulatory Capital Requirements and Dividend Restrictions."

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 6. Exhibits

(a): Exhibits

See Index of Exhibits on page 65.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 9, 2004.

		WASHINGTON MUTUAL, INC.
		By:		/s/ THOMAS W. CASEY Thomas W. Casey Executive Vice President and Chief Financial Officer
		By:		/s/ ROBERT H. MILES Robert H. Miles Senior Vice President and Controller (Principal Accounting Officer)

WASHINGTON MUTUAL, INC.

INDEX OF EXHIBITS

Exhibit No.

3.1		Restated Articles of Incorporation of Washington Mutual, Inc., as amended. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. File No. 0-25188).
3.2		Articles of Amendment to the Amended and Restated Articles of Incorporation of Washington Mutual, Inc. creating a class of preferred stock, Series RP. (Incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2000. File No. 001-14667).
3.3		Restated Bylaws of Washington Mutual, Inc., as amended. (Incorporated by reference to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2003. File No. 001-14667).
4.1		Rights Agreement dated December 20, 2000 between Washington Mutual, Inc. and Mellon Investor Services, LLC. (Incorporated by reference to the Company's Current Report on Form 8-K filed January 8, 2001. File No. 0-25188).
4.2		Washington Mutual, Inc. will furnish upon request copies of all instruments defining the rights of holders of long-term debt instruments of Washington Mutual, Inc. and its consolidated subsidiaries.
4.3		Warrant Agreement dated as of April 30, 2001. (Incorporated by reference to the Company's Registration Statement on Form S-3. File No. 333-63976).
4.4		2003 Amended and Restated Warrant Agreement, dated March 11, 2003 by and between Washington Mutual, Inc. and Mellon Investor Services LLC. (Incorporated by reference to the Company's Current Report on Form 8-K, dated March 12, 2003. File No. 001-14667).
10.1		Form of 2003 Equity Incentive Plan Stock Option Agreement (1-Year Cliff Vesting) (filed herewith).
10.2		Form of 2003 Equity Incentive Plan Stock Option Agreement (3-Year Graded Vesting) (filed herewith).
10.3		Form of 2003 Equity Incentive Plan Notice of Stock Option Grant (filed herewith).
10.4		Form of 2003 Equity Incentive Plan Restricted Stock Award Agreement (3-Year Cliff Vesting) (filed herewith).
10.5		Form of 2003 Equity Incentive Plan Restricted Stock Award Agreement (3-Year Graduated Vesting) (filed herewith).
10.6		Form of 2003 Equity Incentive Plan Performance Share Award Agreement (filed herewith).
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

Exhibit No.

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
99.1		Computation of Ratios of Earnings to Fixed Charges (filed herewith).

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